<PAGE>

                                                                    EXHIBIT 4.37

                                                                  CONFORMED COPY

                              DATED 16TH MAY, 2003

                             MARCONI CORPORATION plc

                 -----------------------------------------------

                         INSTRUMENT BY WAY OF DEED POLL

                              RELATING TO WARRANTS
                         IN REGISTERED FORM TO SUBSCRIBE
                            FOR ORDINARY SHARES OF 5P
                         EACH IN MARCONI CORPORATION plc

                 -----------------------------------------------



<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                                     PAGE
<S>                                                                                                        <C>
1.       Interpretation.................................................................................     1
2.       Constitution and Form..........................................................................     2
3.       Registration and Transfer......................................................................     3
4.       Meetings of Warrant Holders....................................................................     3
5.       Modifications..................................................................................     3
6.       Benefit of this Deed Poll......................................................................     3
7.       US Securities Law..............................................................................     3
8.       Third Party Rights.............................................................................     4
9.       Governing Law and Jurisdiction.................................................................     4

SCHEDULE

1.       Form of Warrant Certificate....................................................................     5
2.       Conditions.....................................................................................    11
3.       Provisions as to Transfer, Transmission and Other Matters......................................    26
4.       Provisions as to Meetings of Warrant Holders...................................................    29
</TABLE>

<PAGE>

         THIS INSTRUMENT by way of DEED POLL is executed on 16th May, 2003 by
MARCONI CORPORATION plc a public company incorporated in England and Wales with
registered number 67307 whose registered office is New Century Park, PO Box 53,
Coventry, Warwickshire CV3 1HJ.

WHEREAS:

(A)      The Company by a resolution of its Board of Directors passed on 26th
         March, 2003 and a committee of its Board of Directors passed on 16th
         May, 2003 has determined to create and issue up to 50,000,000 Warrants,
         each of which will entitle the holder thereof to subscribe for the
         Specified Number of Shares in the Company at the then applicable
         Subscription Price.

(B)      The Company has determined to execute this instrument by way of Deed
         Poll in connection with the issue of the Warrants.

THIS DEED POLL WITNESSETH as follows:

1.       INTERPRETATION

(A)      In this Deed Poll, unless there is something in the subject matter or
         context inconsistent therewith, the words and expressions set out below
         shall bear the following meanings:

         CONDITIONS means the terms and conditions set out in Schedule 2 as
         modified from time to time in accordance with the provisions set out in
         the Conditions and CONDITION refers to the relative numbered paragraph
         of the Conditions; and

         DEED POLL means this Instrument by way of Deed Poll and the Schedules
         (as modified from time to time in accordance with the terms of this
         Deed Poll) and includes any instrument which is executed in accordance
         with the provisions of this Deed Poll and expressed to be supplemental
         to it.

(B)      Words and expressions defined in the Conditions shall, unless there is
         something in the subject matter or context inconsistent therewith, have
         the same meaning in this Deed Poll.

(C)      Unless the context otherwise requires terms importing the singular
         number only shall include the plural and vice versa and terms importing
         persons shall include firms and corporations and terms importing one
         gender only shall include the other gender.

(D)      References in this Deed Poll to Clauses and Schedules shall be
         construed as references to the Clauses of and Schedules to this Deed
         Poll and any reference to a sub-clause shall be construed as a
         reference to the relevant sub-clause of the Clause in which such
         reference appears. The Schedules form part of this Instrument. The
         headings in this Instrument do not affect its interpretation.

(E)      Any reference, express or implied, to an enactment includes references
         to:

         (i)      that enactment as re-enacted, amended, extended or applied by
                  or under any other enactment (before or after the date of this
                  Instrument);

         (ii)     any enactment which that enactment re-enacts (with or without
                  modification); and

         (iii)    any subordinate legislation made (before or after the date of
                  this Instrument) under that enactment, as re-enacted, amended,
                  extended or applied as described in paragraph (i) above, or
                  under any enactment referred to in paragraph (ii) above,

<PAGE>

                                       2

         and ENACTMENT includes any legislation in any jurisdiction.

2.       CONSTITUTION AND FORM

(A)      The Company hereby creates and grants to the persons to whom the
         Warrants are allotted (or to those persons to whom such Warrants are
         effectively transferred and on whose behalf application is made for
         registration as the holders thereof) up to 50,000,000 Warrants in
         aggregate with, subject to Condition 2(A), rights to subscribe at any
         time and from time to time during the Subscription Period for the
         Specified Number of Shares at the applicable Subscription Price in
         force on the relevant Exercise Date, all as more particularly set out
         in the Conditions.

(B)      The Warrants upon issue may be held in certificated or uncertificated
         form. Warrants held in uncertificated form shall be held through CREST.
         The provisions of Condition 8, Clause 3 and Schedule 3 shall apply in
         relation to the transfer or transmission of Warrants. Subject to the
         provisions of Condition 8, Clause 3 and Schedule 3, the Warrants are
         freely transferable.

(C)      Each Warrant Holder who wishes to hold Warrants in certificated form
         shall be entitled to a Warrant Certificate. Joint Warrant Holders will
         be entitled to only one Warrant Certificate in respect of their joint
         holding and it shall be delivered to the joint holder who is
         first-named in the Register in respect of the joint holding or to such
         other person as the joint holders may in writing direct to the Company.

(D)      If a Warrant Certificate is mutilated, defaced, lost, stolen or
         destroyed it may be replaced at the Specified Office upon payment by
         the claimant of such costs incurred in connection therewith and on such
         terms as to evidence and indemnity as the Registrar and the Company may
         reasonably require. Mutilated or defaced Warrant Certificates must be
         surrendered before replacements will be issued.

(E)      The Company shall comply with the terms of this Instrument and shall
         observe and perform the provisions of this Instrument which shall be
         binding on the Company and the Warrant Holders and all persons claiming
         through or under them respectively. Each Warrant Holder shall be
         entitled to receive a copy of this Instrument.

(F)      The Company shall comply with the provisions of the Warrant
         Certificates and the Conditions (and, in particular but without
         limitation, the covenants contained in Condition 4 and the provisions
         for adjusting the Subscription Price and the Specified Number contained
         in Condition 5) in all respects and the Warrants shall be held subject
         to such provisions and Conditions which shall be binding upon the
         Company and the Warrant Holders and all persons claiming through or
         under them respectively.

(G)      Without prejudice to the generality of sub-clause (F), the Company
         shall upon exercise of all or any of the Warrants from time to time
         during the Subscription Period issue and allot the appropriate number
         of Shares in accordance with the Conditions.

(H)      All Warrants which are issued by the Company but are not transferred to
         plc Shareholders (as defined in the Scheme Document) within 14 days of
         the Effective Date (as defined in the Scheme Document) of the Corp
         Scheme (as defined in the Scheme Document) by reason of such plc
         Shareholders only being entitled to a fractional share of such Warrants
         may, at the discretion of the Company, be cancelled.

<PAGE>

                                       3

3.       REGISTRATION AND TRANSFER

         Warrants held in uncertificated form shall be transferable in multiples
         of one Warrant in accordance with the CREST Regulations. Warrants in
         certificated form shall be transferable in multiples of one Warrant by
         instrument of transfer substantially in the form of transfer set out in
         Schedule 1 or such other form as may be approved by the Directors of
         the Company. The Company shall maintain, or procure to be maintained, a
         register of Warrant Holders holding Warrants. The provisions of
         Schedule 3 relating to the transfer, transmission and registration of
         Warrants in certificated form shall have full effect as if they had
         been set out in full in this Deed Poll. Title to the Warrants held in
         uncertificated form is recorded on the Operator register maintained by
         the Operator. Title to Warrants held in uncertificated form will pass
         upon registration of the transfer in the Operator register in
         accordance with CREST Regulations.

         No Warrants, either in certificated or uncertificated form, shall be
         transferable or exercisable until the Effective Date.

         If the Effective Date does not occur on or prior to the date falling
         thirty calendar days after the issue of the Warrants, the Warrants
         shall automatically become void.

4.       MEETINGS OF WARRANT HOLDERS

         The provisions of Schedule 4 shall have full effect as if they had been
         set out in full in this Deed Poll.

5.       MODIFICATIONS

(A)      Any modification to this Deed Poll may be effected only by deed poll,
         executed by the Company and expressed to be supplemental to this Deed
         Poll, and only if it shall first have been sanctioned by an
         Extraordinary Resolution, unless the modification is only of a formal
         or minor nature or is to correct a manifest or proven error or is to
         comply with mandatory provisions of law.

(B)      A memorandum of each supplemental deed shall be endorsed on this Deed
         Poll.

(C)      Notice of every modification to this Deed Poll shall be given by the
         Company to the Warrant Holders in accordance with Condition 12.

6.       BENEFIT OF THIS DEED POLL

(A)      The Company hereby acknowledges and covenants that the benefit of the
         covenants, obligations and conditions on the part of or binding upon it
         contained in this Deed Poll shall enure to each and every Warrant
         Holder.

(B)      Each Warrant Holder shall be entitled severally to enforce the said
         covenants, obligations and conditions against the Company insofar as
         each Warrant Holder's Warrants are concerned, without the need to join
         the original allottee of any Warrant or any intervening purchaser or
         transferee of a Warrant or other Warrant Holder in the proceedings for
         enforcement.

7.       US SECURITIES LAW

         The Company has filed a Registration Statement, and shall use
         reasonable endeavours to have the Registration Statement declared
         effective and kept effective throughout the Subscription Period,
         subject to the provisions of Condition 2(E).

<PAGE>

                                       4

8.       THIRD PARTY RIGHTS

         A person who is not a party to this Deed Poll has no right under the
         Contracts (Rights of Third Parties) Act 1999 to enforce any term of
         this Deed Poll, but this does not affect any right or remedy of a third
         party which exists or is available apart from that Act.

9.       GOVERNING LAW AND JURISDICTION

         This Deed Poll is governed by, and shall be construed in accordance
         with, English law.

         The English Courts have exclusive jurisdiction to settle any dispute
         arising out of or in connection with this Deed Poll and the Company and
         each Warrant Holder irrevocably submit to the exclusive jurisdiction of
         the English Courts.

         The Company and each Warrant Holder irrevocably waive any objection to
         the English Courts on grounds that they are an inconvenient or
         inappropriate forum to settle any such dispute.

IN WITNESS whereof this Instrument has been duly executed as a deed poll the day
and year first above written.

EXECUTED as a deed by              )
MARCONI CORPORATION plc            )
acting by           and            )

                                   )      ...JOHN DEVANEY.......................
                                          Director

                                          .........MARY SKELLY..................
                                          Secretary

<PAGE>

                                       5

                                   SCHEDULE 1

                           FORM OF WARRANT CERTIFICATE

MR A SAMPLE
MR B SAMPLE
MR C SAMPLE
MR D SAMPLE
1 PRINT ROW
REDLAND
BRISTOL
BS98 5XY

012345

Please check that your name and address details are correct. If there are any
errors in your address or you move to a new address, please fill in the correct
information overleaf. Sign the form where indicated and return to Computershare
Investor Services PLC, P.O. Box 82, The Pavilions, Bridgwater Road, Bristol,
BS99 7NH. Do not send the Warrant Certificate with the address slip.

If you have changed your name, please forward a certified copy of the legal
document confirming your change of name, together with your original Warrant
Certificate, to Computershare Investor Services PLC.

PLEASE DO NOT DETACH THIS COUNTERFOIL UNLESS YOU WANT TO NOTIFY THE REGISTRAR OF
A CHANGE TO YOUR ADDRESS DETAILS.

<TABLE>
<CAPTION>
Reference No.         XXXXXXXXX         Transfer No.        Certificate No.     XXXXXXXXX             Number of Warrants
<S>                   <C>               <C>                 <C>                 <C>                   <C>
                                           XX/XX
</TABLE>

                             MARCONI CORPORATION plc

          (Registered in England and Wales with limited liability under
                        the Companies Acts 1862 to 1898)
                          (Registered Number: 00067307)

                    WARRANTS TO SUBSCRIBE FOR ORDINARY SHARES

         THE SUBSCRIPTION PRICE PER SHARE (SUBJECT TO ADJUSTMENT): 150p.

NO WARRANTS SHALL BE TRANSFERABLE OR EXERCISABLE UNTIL THE EFFECTIVE DATE (AS
DEFINED IN THE CONDITIONS DESCRIBED BELOW). IF THE EFFECTIVE DATE DOES NOT OCCUR
ON OR PRIOR TO THE DATE FALLING THIRTY CALENDAR DAYS AFTER THE ISSUE OF THE
WARRANTS, THE WARRANTS AUTOMATICALLY BECOME VOID.

THE ORDINARY SHARES ISSUABLE ON EXERCISE OF THIS WARRANT WILL BE ISSUED ONLY (1)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US SECURITIES ACT OF
1933, AS AMENDED (THE SECURITIES ACT), OR (2) IN TRANSACTIONS OCCURRING OUTSIDE
THE UNITED STATES IN RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY
REGULATION S UNDER THE SECURITIES ACT. EACH EXERCISING HOLDER MAY BE REQUIRED TO
MAKE CERTAIN REPRESENTATIONS UPON THE EXERCISE OF THIS WARRANT IN CONNECTION
WITH THE REQUIREMENTS OF THE SECURITIES ACT.

THIS IS TO CERTIFY THAT

[    ]

is/are the registered holder(s) of [ ] warrants (WARRANTS) of Marconi
Corporation plc (the COMPANY) each entitling the holder(s) thereof to subscribe
during the Subscription Period for the Specified Number of Shares at the
applicable Subscription Price in force on the relevant Exercise Date, all as
defined in and in accordance with the Conditions set out in Schedule 2 to the
Deed Poll referred to below.

The Warrants have been issued subject to and with the benefit of an instrument
by way of Deed Poll dated 16th May, 2003 and executed by the Company (the DEED
POLL, which expression includes any instrument supplemental to the Deed Poll),
which is enforceable severally by each Warrant Holder (as defined in the
Conditions) against the Company insofar as that Warrant Holder's Warrants are
concerned. The Deed Poll and copies of the Memorandum and Articles of
Association of the Company are and will be available for inspection by Warrant
Holders at the

<PAGE>

                                       6

specified office for the time being of the Registrar throughout the Subscription
Period (each as defined in the said Conditions). Warrant Holders will be deemed
to have notice of all the provisions contained in the Deed Poll and may obtain
copies of the Deed Poll upon request to the Company or the Registrar (as defined
in the Conditions).

Correspondence regarding the Warrants comprised in this Warrant Certificate
should be addressed to the Registrar at the address given below.

Given under the signatures of the Chief Executive Officer and the Secretary of
the Company on [date].

Company Secretary                   Chief Executive Officer

This certificate must be surrendered before any transfer of the whole or part of
the Shares herein mentioned can be registered. Registrar and Transfer Office:
Computershare Investor Services PLC, P.O. Box 82, The Pavilions, Bridgwater
Road, Bristol BS99 7NH. You can check your holding at www.computershare.com.

<PAGE>

                                       7

                       CHANGE OF ADDRESS / AMENDED DETAILS

Please check that your name and address details are correct. If there are any
errors in your address or you move to a new address, please fill in the correct
information below. Sign the form in the signature box indicated, and return to
Computershare Investor Services PLC (address overleaf).

If you have changed your name please forward a certified copy of the legal
document confirming this together with your original Warrant Certificate to
Computershare Investor Services PLC.

House Number              Post Code
[          ]              [       ]

Street/Road Name
______________________________________________

District
______________________________________________

City/County
______________________________________________

The signature of the holder, Executor or Administrator who is registering their
change of address is required below. In the case of Corporate Bodies,
signatories should state their representative capacity (e.g. Director or
Secretary).

Signature (please sign in the box below)
[                                      ]

Daytime Telephone Number
[                      ]

Date
[            ]

                             WARRANT EXERCISE NOTICE

When completed this Warrant Exercise Notice should be submitted together with
the cheque referred to below to the Registrar at its Specified Office set out in
the Conditions, as stated at the bottom of the certificate overleaf.

To:                 Marconi Corporation plc (the COMPANY)

I/We, the registered holder(s) of the Warrant(s) comprised in the Warrant
Certificate attached to this Warrant Exercise Notice hereby give notice of
my/our wish to exercise my/our Warrant(s) in respect of [ ]Note (1) Warrant(s)
represented by the Warrant Certificate and to subscribe for the Specified Number
of Share(s) issuable on exercise of such Warrant(s) in accordance with the
Conditions of the Warrants attached as Schedule 2 to the Deed Poll dated 16th
May, 2003. Capitalised terms in this Notice have the same meaning as defined
terms in the above Conditions.

I/We enclose my/our cheque for L[ ]Note (2) in favour of MARCONI
CORPORATION plc being payment of the full Subscription Price for the total
number of Shares for which I/we now wish to subscribe.

PART A

I/We agree to accept the fully paid Share(s) of the Company to be allotted
pursuant to this Warrant Exercise Notice subject to the Memorandum and Articles
of Association of the Company. I/We hereby irrevocably authorise and request the
entry of my/our name(s) in the Register of Shareholders in respect thereof.
Execution of this Notice by me/us constitutes a representation by me/us that, at
the time of the execution of this notice, I am/we are not, and I am/we are not a
nominee of or agent for, either a person whose business is, or includes, issuing
depositary receipts or a person whose business is, or includes, the provision of
clearance services for the purchase or sale of chargeable securities.

PART B

(Delete if inapplicable)

---------------------------------
Note     (1) Please insert here the number of Warrants which you wish to
         exercise. If no number is inserted, all of the Warrants comprised in
         this certificate will be treated as being exercised.

Note     (2) Please complete. The amount payable is the Subscription Price
         applicable on the Exercise Date multiplied by the number of Warrants
         being exercised. If in doubt as to the applicable Subscription Price or
         the current number of Warrants comprised in any certificate, please
         enquire of the Registrar. Payment must be made in sterling and the full
         amount payable must be received by the Company net of any charges or
         deductions.

<PAGE>

                                       8

I/We hereby authorise and direct you to allot pursuant to this Warrant Exercise
Notice to the person(s) who is/are named in and who has/have signed the
acceptance(s) in the form(s) of nomination. Execution of this Notice by me/us
constitutes a representation by me/us that, at the time of the execution of this
notice, such person(s) is/are not, and such person(s) is/are not a nominee of or
agent for, either a person whose business is, or includes, issuing depositary
receipts or a person whose business is, or includes, the provision of clearance
services for the purchase or sale of chargeable securities. Note (3)

PART C

I/We hereby authorise (i) the despatch of a certificate in respect of the
Share(s) of the Company to be allotted to me/us, (ii) the despatch of a Warrant
Certificate in my/our name(s) for any balance of my/our Warrants remaining
exercisable and (iii) the despatch of a cheque for the balance of any moneys (if
L10 or more) in respect of any Retroactive Adjustment, by ordinary
uninsured post at my/our risk to:

Name:        _________________________________________________________  Note (4)
Address:     ___________________________________________________________________

SIGNATURE(s) of Warrant Holder(s) ____________________  ________________________
                                  ____________________  ________________________

In the case of joint holdings all Warrant holders must sign. In the case of a
corporation this form must be executed either under its Common Seal or under the
hands of two of its officers duly authorised in writing on its behalf.

DATED this_______________________________day of________________, 200____________

Computershare Investor Services PLC reserves the right to delay taking any
action on any particular instructions from you if it considers that it needs to
do so to obtain further information from you or to comply with any legal or
regulatory requirement binding on it (including the obtaining of evidence of
identity to comply with money laundering regulations), or to investigate any
concerns that it may have about the validity of or any other matter relating to
the instruction.

---------------------------
Note(3)  If it is desired to nominate some other person(s) as the allottee(s) of
         the Shares, application should be made to the Registrar for the
         appropriate form(s) which must be completed and lodged with this
         Warrant Certificate.

Note(4)  If this space is left blank the Share Certificate (if applicable),
         Warrant Certificate (if any) and cheque (if any) will be despatched by
         post at the risk of the person(s) entitled thereto to the registered
         address of the (first-named) Warrant Holder, details of which appear in
         the Register.

<PAGE>

                                        9

                           FORM OF TRANSFER OF WARRANT

WARRANT TRANSFER FORM

                 (Above this line for Registrars only)
--------------------------------------------------------------------------------
                                           Certificate lodged with the Registrar

   Consideration Money L....    (For completion by the Registrar/Stock Exchange)
--------------------------------------------------------------------------------
Name of undertaking.             Marconi Corporation plc
--------------------------------------------------------------------------------
Description of Security.         Warrant(s) of Marconi Corporation plc
--------------------------------------------------------------------------------
Number of Warrants,              Words                             Figures
in words and figures.
                                                             (                 )
--------------------------------------------------------------------------------
Name(s) of registered            In the name(s) of
holder(s) should be given in
full: the address should be
given where there is only
one holder.

If the transfer is not made by
the registered holder(s)
insert also the name(s) and
capacity (e.g. Executor(s)),
of the person(s) making the
transfer.
--------------------------------------------------------------------------------
I/We hereby transfer the above security          Stamp of Selling Broker(s) or,
out of the name(s) aforesaid to the person(s)    for transactions which are not
named below.                                     stock exchange transactions, of
                                                 Agent(s), if any, acting for
                                                 the Transferor(s).

        Signature(s) of transferor(s)

1. ------------------------------------------

2. ------------------------------------------

3. ------------------------------------------

4. ------------------------------------------   Date  __________________________

A Body corporate should execute this transfer
  under its common seal or under the hand of
  two of its officers duly authorised in
  writing on its behalf.
--------------------------------------------------------------------------------

Full name(s), full postal
address(es) (including
Country or, if applicable,
Postal District number) of
the person(s) to whom the
security is transferred.

Please state title, if
any, or whether Mr., Mrs.
or Miss.

Please complete in type or
in Block Capitals.
--------------------------------------------------------------------------------

<PAGE>

                                       10

--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are necessary to give
effect to this transfer.
--------------------------------------------------------------------------------
                                             Stamp or name and address of person
                                             lodging this form
Stamp of Buying Broker(s) (if any).        (if other than the Buying Broker(s)).
--------------------------------------------------------------------------------
                                       My Name
                                       My Address
                                       My Postcode

                                       DX DXExch
                                       Tel
--------------------------------------------------------------------------------
Reference to the Registrar in this form means the registrar or registration
agent of the undertaking, not the Registrar of Companies at Companies House

NOTE:

1.       This form of transfer must be accompanied by such documents, evidence
         and information as may be required pursuant to the Conditions endorsed
         on the Warrant to which this form of transfer relates and must be
         executed under the hand of the transferor or, if the transferor is a
         corporation, this form of transfer must be executed either under its
         common seal or under the hand of two of its officers duly authorised in
         writing on its behalf.

2.       The signature(s) on this form of transfer must correspond with the
         name(s) as it/they appear(s) on the face of the relevant Warrant
         Certificate in every particular, without alteration or enlargement or
         any change whatever.

<PAGE>

                                       11

                                   SCHEDULE 2

                                   CONDITIONS

1.       (A)      In these Conditions, unless there is something in the subject
                  matter or context inconsistent therewith, the words and
                  expressions set out below shall have the following meanings:

                  ACT means the Companies Act 1985;

                  CERTIFICATED means a security which is not in uncertificated
                  form;

                  COMPANY means Miranda Corporation plc, a company incorporated
                  under the Companies Act 1862 to 1898 and registered in England
                  and Wales with registered number 67307;

                  CONDITIONS means the terms and conditions set out herein as
                  modified from time to time in accordance with the provisions
                  set out herein and Condition refers to the relative numbered
                  paragraph of the Conditions;

                  CORP SCHEME means the scheme of arrangement of the Company
                  including any modifications of, additions or conditions to,
                  that scheme of arrangement as approved or imposed by the Court
                  pursuant to Section 425 of the Act;

                  COURT means the High Court of Justice of England and Wales;

                  CREST means the system enabling title to securities to be
                  evidenced and transferred in uncertificated form operated by
                  CREST Co. Limited in accordance with the CREST Regulations;

                  CREST REGULATIONS means the Uncertificated Securities
                  Regulations 2001 (SI 2001/3755), as amended;

                  DEED POLL means the instrument by way of a deed poll to be
                  dated prior to the Effective Date and executed by the Company
                  under which the Warrants are constituted;

                  EFFECTIVE DATE means the date on which an office copy of the
                  order of Court sanctioning the Corp Scheme shall have been
                  delivered to the Registrar of Companies for registration;

                  EXERCISE DATE means the London Business Day next following the
                  date on which the requirements relating to the exercise of the
                  Warrants in Condition 2 have been complied with in full or, if
                  later, the date on which payment is actually received by the
                  Company in accordance with Condition 2;

                  EXTRAORDINARY RESOLUTION means a resolution passed at a
                  meeting of the Warrant Holders duly convened and held and
                  carried by a majority consisting of not less than
                  three-fourths of the votes cast upon a show of hands or, if a
                  poll is duly demanded, by a majority consisting of not less
                  than three-fourths of the votes cast on a poll;

                  INDEPENDENTLY DETERMINED means determined by an independent
                  investment bank of international repute in London selected by
                  the Company and acting as an expert;

<PAGE>

                                       12

                  LONDON BUSINESS DAY means a day (other than a Saturday or
                  Sunday) on which commercial banks and foreign exchange markets
                  are open for business in London;

                  OPERATOR means CREST Co. Limited or any additional or
                  alternative operator from time to time approved by the Company
                  in relation to the Warrants and in accordance with the CREST
                  Regulations;

                  OPERATOR REGISTER means the Operator register of corporate
                  securities (as defined in the CREST Regulations);

                  REGISTER means the register of Warrant Holders holding
                  Warrants in certificated form required to be maintained
                  pursuant to Clause 3 of the Deed Poll;

                  REGISTRAR means Computershare Investor Services plc or any
                  other person who is appointed by the Company to maintain the
                  Register at any time;

                  REGISTRAR OF COMPANIES means the registrar or other officer
                  performing under the Act the duty of registration of companies
                  in England and Wales and including a deputy registrar;

                  REGISTRATION STATEMENT means a registration statement filed by
                  the Company with the SEC in respect of the Warrants and the
                  Shares issuable on exercise of the Warrants;

                  SCHEME DOCUMENT means a circular sent to certain creditors of
                  the Company and to certain creditors of Miranda plc dated 31
                  March, 2003 setting out proposals in relation to, inter alia,
                  a scheme of arrangement between the Company and certain of its
                  creditors pursuant to Section 425 of the Act;

                  SEC means the U.S. Securities and Exchange Commission;

                  SECURITIES ACT means the U.S. Securities Act of 1933, as
                  amended;

                  SHARES means the ordinary shares (currently of 5p each) in the
                  capital of the Company as authorised from time to time and all
                  other (if any) stock or shares in the equity share capital of
                  the Company from time to time and for the time being ranking
                  pari passu therewith and all other (if any) shares or stock in
                  the equity share capital of the Company resulting from any
                  sub-division, consolidation or re-classification of the
                  Shares;

                  SPECIFIED NUMBER means, in relation to each Warrant, one
                  Share, unless there has been an adjustment to the number of
                  Shares issuable on exercise of a Warrant pursuant to Condition
                  5(A), in which case it means such adjusted number of Shares
                  issuable on exercise of each Warrant as has, from time to
                  time, been determined in accordance with such Conditions;

                  SPECIFIED OFFICE means the office of the Registrar specified
                  below or any other office of the Registrar which may from time
                  to time be notified to Warrant Holders in accordance with
                  Condition 12;

                  SUBSCRIPTION PERIOD means the period commencing on (and
                  including) the date following the day upon which Warrants are
                  first issued under the Deed Poll and expiring on (and
                  including) the fourth anniversary of the date of issue (or, if
                  that is not a London Business Day, the preceding London
                  Business Day), provided that with

<PAGE>

                                       13

                  respect to any Warrant held by a person in the United States
                  (as defined in Regulation S under the Securities Act), the
                  Subscription Period will not commence until the date on which
                  the Registration Statement is declared effective by the SEC;

                  SUBSCRIPTION PRICE means the amount payable in respect of each
                  Specified Number of Shares for which the holder of one Warrant
                  is entitled upon exercise of the Warrant to require the
                  subscription, such amount being 150p per Specified Number of
                  Shares or such other amount as may for the time being be
                  applicable in accordance with the provisions of Condition 5;

                  SUBSCRIPTION RIGHTS means the subscription rights in respect
                  of Shares granted by the Company to Warrant Holders pursuant
                  to the Deed Poll, or such of those rights as are for the time
                  being outstanding;

                  SUBSIDIARY means any subsidiary within the meaning of Section
                  736 of the Act;

                  SUPERVISORS means the persons holding office as supervisors of
                  the Corp Scheme from time to time;

                  THE STOCK EXCHANGE means the London Stock Exchange plc or any
                  other body to which its functions have been transferred (or,
                  to the extent the Shares are no longer listed, quoted or
                  admitted to trading on the London Stock Exchange plc, such
                  other body on which the Shares are listed, quoted or admitted
                  to trading);

                  UNCERTIFICATED means a security which is for the time being
                  recorded on the relevant Operator register as being held in
                  CREST, and title to which, by virtue of the CREST Regulations,
                  may be transferred by way of CREST;

                  WARRANT CERTIFICATES means the certificates to be issued in
                  the name of Warrant Holders holding their Warrants in
                  certificated form substantially in the form set out in the
                  First Schedule to the Deed Poll, as from time to time modified
                  in accordance with the provisions set out in the Deed Poll;

                  WARRANT EXERCISE NOTICE means a notice substantially in the
                  form set out on the reverse of each Warrant Certificate which
                  must be completed in order to exercise the Warrant comprised
                  in that Warrant Certificate or, in the case of Warrants held
                  in uncertificated form, such form of notification as complies
                  with Condition 2(A)(i);

                  WARRANT HOLDER means, in relation to any Warrant held in
                  uncertificated form, the Accountholder (as defined in
                  Condition 8) and, in relation to any Warrant in certificated
                  form, the person or persons who is or are for the time being
                  registered in the Register as the holder or joint holders of a
                  Warrant; and

                  WARRANTS means the rights created by the Deed Poll entitling
                  the Warrant Holders, upon the valid exercise of such rights,
                  to subscribe for Shares on the terms set out in the Deed Poll
                  and in the Conditions.

         (B)      Unless the context otherwise requires terms importing the
                  singular number only shall include the plural and vice versa,
                  terms importing persons shall include firms and corporations
                  and terms importing one gender only shall include the other
                  gender.

2.       (A)      Each Warrant may be exercised at any time during the
                  Subscription Period, provided it is on or after the Effective
                  Date, by either:

<PAGE>

                                       14

                  (i), in the case of Warrants held in uncertificated form,
                  arranging for the payment in favour of the Company, through
                  CREST, of the aggregate Subscription Price for the Shares
                  being subscribed (as provided in sub-paragraph 2(B) below) and
                  sending to the Registrar, via the Operator, a Warrant Exercise
                  Notice, being a properly authenticated dematerialised
                  instruction:

                  (1)      in the form from time to time prescribed by the
                           directors of the Company (the DIRECTORS) and having
                           the effect determined by the Directors from time to
                           time; and

                  (2)      that is addressed to the Company, is attributable to
                           the Warrant Holder and identifies (in accordance with
                           the form prescribed by the Directors as aforesaid)
                           the number of Warrants in respect of which the
                           Subscription Rights are to be exercised;

                           provided always that

                  (3)      the Directors may in their discretion permit a
                           Warrant Holder in uncertificated form to exercise his
                           Subscription Rights by some other means (including if
                           the Company or any sponsoring system-participant
                           acting on behalf of the Company is unable, at any
                           time and for any reason, to receive properly
                           authenticated dematerialised instructions);

                  (4)      the Directors may in their discretion require, in
                           addition to receipt of a properly authenticated
                           dematerialised instruction as referred to above, the
                           Warrant Holder in uncertificated form to complete and
                           deliver to the Company (or its Registrar) on or
                           within 28 London Business Days prior to the relevant
                           Exercise Date, a notice in such form as may from time
                           to time be prescribed by the Directors;

                  (5)      the Directors may in their discretion determine when
                           any such properly authenticated dematerialised
                           instruction and/or other instruction or notification
                           is to be treated as received by the Company or by
                           such other person as it may require for those
                           purposes, being the date on which such notice is
                           deemed delivered;

                  (6)      for the avoidance of doubt, the form of the properly
                           authenticated dematerialised instruction as referred
                           to above, may be such as to divest the Warrant Holder
                           concerned of the power to transfer such Warrant to
                           another person; and

                  (7)      all notices, instructions and any other provisions
                           required to be complied with pursuant to this
                           sub-paragraph 2(A)(i) shall be subject always to the
                           facilities and requirements of CREST, CREST
                           Regulations and the Operator; or

                  (ii), in the case of Warrants in certificated form, by
                  delivery of the Warrant Certificate evidencing title to the
                  Warrant to the Specified Office during normal business hours
                  on any London Business Day together with the Warrant Exercise
                  Notice endorsed on it duly completed and executed and
                  accompanied by payment in favour of the Company, as provided
                  below.

                  The exercise of Warrants under Condition 2(A)(i) and 2(A)(ii)
                  shall be irrevocable and must be made subject to, and in
                  compliance with, any applicable fiscal and other

<PAGE>

                                       15

                  laws and regulations for the time being in force and upon
                  payment of any taxes, duties and other governmental charges
                  payable by reason of the exercise (other than United Kingdom
                  taxes and duties imposed on the Company).

         (B)      Payment by a Warrant Holder on the exercise of any Warrant
                  shall be made by the payment in sterling of the Subscription
                  Price applicable on the Exercise Date either, in the case of
                  Warrants held in uncertificated form, through CREST in
                  accordance with CREST Regulations or, in the case of Warrants
                  in certificated form, by cheque sent to the Registrar, in each
                  case in favour of the Company.

         (C)      Each Warrant entitles its holder to subscribe for the
                  Specified Number of Shares at the then applicable Subscription
                  Price.

         (D)      Notwithstanding anything herein to the contrary, unless
                  satisfied that the exemption from registration provided by
                  Regulation S under the Securities Act is available, the
                  Directors may in their discretion refuse to permit any Warrant
                  Holder to exercise his Subscription Rights: (i) at any time
                  when a Registration Statement under the Securities Act is not
                  effective with respect to such exercise and the issuance of
                  Shares arising on such exercise or (ii) during any Blackout
                  Period imposed as described in Condition 2(E) below.

         (E)      In the event that, in the opinion of the Directors, it is
                  advisable to suspend use of the Registration Statement or the
                  prospectus forming a part of the Registration Statement, due
                  to (i) any request by the SEC or any other US federal or state
                  governmental authority for amendments or supplements to a
                  registration statement or related prospectus or for additional
                  information; (ii) the issuance by the SEC or any other US
                  federal or state governmental authority of any stop order
                  suspending the effectiveness of a registration statement or
                  the initiation or threat of any proceedings for that purpose;
                  (iii) the receipt by the Company of any notification with
                  respect to the suspension of the qualification or exemption
                  from qualification of any of the Shares for sale in any
                  jurisdiction or the initiation or threat of any proceeding for
                  such purpose; (iv) the existence of any fact or the happening
                  of any event which makes any statement of a material fact in
                  the Registration Statement or related prospectus or any
                  document incorporated or deemed to be incorporated therein by
                  reference untrue or which would require the making of any
                  changes in the Registration Statement or prospectus in order
                  that, in the case of the Registration Statement, it will not
                  contain any untrue statement of a material fact or omit to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading, and
                  that in the case of the prospectus, it will not contain any
                  untrue statement of a material fact or omit to state any
                  material fact required to be stated therein or necessary to
                  make the statements therein, in the light of the circumstances
                  under which they were made, not misleading; (v) the Directors'
                  determination that a post-effective amendment to the
                  Registration Statement would be appropriate; or (vi) pending
                  material corporate developments or similar material events
                  that have not yet been publicly disclosed and as to which the
                  Directors believe public disclosure will be prejudicial to the
                  Company, the Company shall give written notice to the
                  Registrar to the effect of the foregoing and to the effect
                  that the Warrants may not be exercised during such time period
                  as may be specified in such notice (a BLACKOUT PERIOD). In the
                  event that the Warrant Holder seeks to exercise his
                  Subscription Rights during a Blackout Period, the Registrar
                  will notify the Warrant Holder, in accordance with Condition
                  12, that a Blackout Period is in effect. In no event shall the
                  Company impose a Blackout Period within sixty (60) days prior
                  to the expiration of the Subscription Period.

<PAGE>

                                       16

         (F)      The Registrar, and the Company, reserve the right to delay
                  taking any action on any particular instructions from the
                  Warrant Holder if the Registrar considers that it needs to do
                  so to obtain further information from the Warrant Holder or to
                  comply with any legal or regulatory requirement binding on it
                  (including the obtaining of evidence of identity to comply
                  with money laundering regulations), or to investigate any
                  concerns it may have about the validity of or any other matter
                  relating to the instruction.

3.       (A)      Provided the requirements of Condition 2 have been satisfied,
                  the Company shall allot the Specified Number of Shares
                  issuable on the exercise of the relevant Warrants not later
                  than 10 London Business Days after the Exercise Date (or, in
                  the case of any Shares to be allotted and issued pursuant to
                  Condition 5(A)(iv)(g) as a result of a Retroactive Adjustment
                  (as defined in Condition 5(A)(iv)(g)), not later than 10
                  London Business Days after the relevant adjustment to the
                  Specified Number takes place).

         (B)      All Shares so allotted shall be fully paid and shall rank pari
                  passu in all respects with the other fully paid Shares in
                  issue on the Exercise Date, and shall accordingly entitle the
                  holders of those Shares to participate in full in all
                  dividends and distributions paid or made on the Shares after
                  the Exercise Date, other than any dividend or other
                  distribution which shall previously have been announced,
                  declared, recommended or resolved by the Directors to be paid
                  or made on the Shares, the record date for which is prior to
                  the Exercise Date and notice of the intended dividend or other
                  distribution and of the record date shall have been given in
                  accordance with the rules of The Stock Exchange prior to the
                  Exercise Date.

         (C)      In the case of Warrants in uncertificated form, Shares arising
                  on exercise of any such Warrants shall be allotted and issued
                  in uncertificated form and credited by the Operator (in
                  accordance with the instructions of the Company and CREST
                  Regulations) to the CREST stock accounts of the person or
                  persons designated in the relevant Warrant Exercise Notice
                  within 10 London Business Days after the Exercise Date
                  (subject as set out in Condition 3(A) in relation to a
                  Retroactive Adjustment). In the case of the exercise of
                  Warrants in certificated form, the Company will by not later
                  than 20 London Business Days after the allotment procure the
                  issue of a share certificate in the name of the person stated
                  in the Warrant Exercise Notice and send, or procure the
                  sending of, such certificate to such person at the address
                  stated in the Warrant Exercise Notice or otherwise as directed
                  in accordance with the Warrant Exercise Notice, by ordinary
                  post at the risk of the person entitled to the Shares.

4.       (A)      While any Subscription Rights remain exercisable the Company
                  will, save with the approval of an Extraordinary Resolution
                  and subject as provided in Condition 4(B) below:

                  (i)      at all times keep available for issue free from
                           pre-emptive rights out of its authorised but unissued
                           share capital the aggregate Specified Number of
                           Shares as would be issued if all of the Warrants and
                           all other rights of subscription for and exercise
                           into Shares were to be exercised;

                  (ii)     not issue or pay up any securities, in either case by
                           way of capitalisation of profits or reserves, other
                           than (1) by the issue of fully paid Shares to the
                           holders of Shares (SHAREHOLDERS) and other holders of
                           shares in the capital of the Company which by their
                           terms entitle the holders thereof to receive Shares
                           on a capitalisation of profits or reserves or (2) by
                           the issue of Shares paid up in full out of profits or
                           reserves (in accordance with applicable law)

<PAGE>

                                       17

                           and issued wholly, ignoring fractional entitlements,
                           in lieu of the whole or part of a cash dividend or
                           (3) by the issue of fully paid equity share capital
                           (other than Shares) to the holders of equity share
                           capital of the same class and other holders of shares
                           in the capital of the Company which by their terms
                           entitle the holders thereof to receive equity share
                           capital (other than Shares) on a capitalisation of
                           profits or reserves, unless, in any such case, the
                           same gives rise (or would, but for the fact that the
                           adjustment would be less than one per cent. of the
                           Subscription Price then in effect, give rise) to an
                           adjustment of the Subscription Price or the Specified
                           Number on exercise of each Warrant;

                  (iii)    not in any way modify the rights attaching to the
                           Shares with respect to voting, dividends or
                           liquidation, nor issue any other class of equity
                           share capital carrying any rights which are more
                           favourable than such rights, but so that nothing in
                           this Condition 4(A)(iii) shall prevent (1) the issue
                           of any equity share capital to employees (including
                           directors holding executive office), whether of the
                           Company or any of its subsidiary or associated
                           companies, by virtue of their office or employment
                           pursuant to any scheme or plan approved by the
                           Company in general meeting or which is established
                           pursuant to such a scheme or plan which is or has
                           been so approved or (2) any consolidation or
                           subdivision of the Shares or the conversion of any
                           Shares into stock or vice versa or (3) any
                           modification of such rights which is Independently
                           Determined not to be materially prejudicial to the
                           interests of the Warrant Holders or (4) without
                           prejudice to any rule of law or legislation
                           (including regulations made under Section 207 of the
                           Companies Act 1989 or any other provision of that or
                           any other legislation), the conversion of Shares
                           into, or the issue of any Shares in, uncertificated
                           form (or the conversion of Shares in uncertificated
                           form into certificated form) or any amendment of the
                           Articles of Association of the Company made in
                           connection with the matters described in this
                           Condition 4 or which is supplemental or incidental to
                           any of the foregoing (including any amendment made to
                           enable or facilitate procedures relating to such
                           matters and any amendment dealing with the rights and
                           obligations of holders of securities, including
                           Shares, dealt with under such procedures) or (5) any
                           issue of equity share capital where the issue of such
                           equity share capital results (or would, but for the
                           fact that the adjustment would be less than one per
                           cent. of the Subscription Price then in effect or
                           that the consideration per Share receivable therefor
                           is at least 95 per cent. of the Current Market Price
                           (as defined in Condition 5) per Share, otherwise
                           result) in an adjustment of the Subscription Price
                           and/or the Specified Number or (6) any issue of
                           equity share capital or modification of rights
                           attaching to the Shares where prior thereto it was
                           Independently Determined what (if any) adjustments
                           should be made to the Subscription Price and/or the
                           Specified Number as being fair and reasonable to take
                           account thereof and such determination shall have
                           concluded either that no adjustment is required or
                           that an adjustment resulting in a reduction of the
                           Subscription Price is required and/or an increase in
                           the Specified Number is required and, if so, the new
                           Subscription Price and/or Specified Number as a
                           result thereof and the basis upon which such
                           adjustment is to be made and, in any such case, the
                           date on which the adjustment shall take effect (and
                           so that the adjustment shall be made and shall take
                           effect accordingly);

<PAGE>

                                       18

                  (iv)     procure that no securities (whether issued by the
                           Company or any of its Subsidiaries or procured by the
                           Company or any of its Subsidiaries to be issued)
                           issued without rights to convert into or exchange or
                           subscribe for or purchase Shares shall subsequently
                           be granted such rights exercisable at a consideration
                           per Share which is less than 95 per cent. of the
                           Current Market Price per Share at close of business
                           on the dealing day last preceding the date of the
                           announcement of the proposed inclusion of such rights
                           unless the same gives rise (or would, but for the
                           fact that the adjustment would be less than one per
                           cent. of the Subscription Price then in effect, give
                           rise) to an adjustment of the Subscription Price
                           and/or the Specified Number pursuant to Condition
                           5(A)(iii) and that at no time shall there be in issue
                           Shares of differing nominal values, save where such
                           Shares have the same economic rights;

                  (v)      not make any issue, grant or distribution or take any
                           other action if the effect thereof would be that, on
                           the exercise of a Warrant, Shares would (but for the
                           provisions of Condition 5(A)) have to be issued at a
                           discount to their par value or otherwise could not,
                           under any applicable law then in effect, be legally
                           issued as fully paid;

                  (vi)     not reduce its issued share capital, share premium
                           account or capital redemption reserve or any uncalled
                           liability in respect thereof, except (a) pursuant to
                           the terms of issue of the relevant share capital or
                           (b) by means of a purchase or redemption of share
                           capital of the Company to the extent permitted by
                           applicable law or (c) as permitted by Section 130(2)
                           of the Act or (d) a reduction of the share premium
                           account which requires the confirmation of the Court
                           and which does not involve the return, either
                           directly or indirectly, of an amount standing to the
                           credit of the share premium account of the Company
                           and in respect of which the Company shall have
                           tendered to the Court such undertaking as it may
                           require prohibiting, so long as any of the Warrants
                           remains outstanding, the distribution (except by way
                           of capitalisation issue) of any reserve which may
                           arise in the books of the Company as a result of such
                           reduction or (e) where the reduction does not involve
                           any distribution of assets and is effected by way of
                           cancellation for the purposes of a scheme of
                           arrangement pursuant to Section 425 of the Act or (f)
                           by way of transfer of reserves as permitted under
                           applicable laws or (g) solely in relation to a change
                           in the currency in which the nominal amount of the
                           Shares is expressed or (h) where the reduction is
                           permitted by applicable law and it is Independently
                           Determined that the interests of Warrant Holders
                           would not be prejudiced by such reduction or (i)
                           where the reduction results in (or would, but for the
                           fact that the adjustment would be less than one per
                           cent. of the Subscription Price then in effect,
                           result in) an adjustment to the Subscription Price
                           and/or the Specified Number; and

                  (vii)    endeavour to ensure that the Shares issued upon
                           exercise of any Warrant will be admitted to the
                           Official List (as defined in Condition 5) and will be
                           listed, quoted or traded on any other stock exchange
                           or securities market on which the Shares may then be
                           listed or quoted or traded.

         (B)      Nothing in this Condition 4 shall prevent, and no adjustment
                  to the Subscription Price and/or the Specified Number shall be
                  made as a result of, any actions taken by the Company to
                  effect the capital reduction described in the Scheme Document
                  or any issue of Shares pursuant to the Corp Scheme.

<PAGE>

                                       19

5.       (A)      The Subscription Price or the Specified Number, as specified
                  below, will be adjusted in the following circumstances:

                  (i)      Consolidation or Subdivision: If there shall be an
                           alteration to the nominal value of the Shares as a
                           result of consolidation or sub-division, the
                           Specified Number shall be adjusted in accordance with
                           the following formula:

                           NE = OE x n/N

                           where:

                           NE       means the Specified Number after adjustment;

                           OE       means the Specified Number prior to
                                    adjustment;

                           N        means the number of Shares outstanding
                                    immediately before such event; and

                           n        means the number of Shares outstanding
                                    immediately following such event.

                           Such adjustment shall become effective on the date of
                           such alteration.

                  (ii)     Capitalisation of Profits or Reserves: If and
                           whenever the Company shall issue any Shares credited
                           as fully paid to the Shareholders by way of
                           capitalisation of profits or reserves (including any
                           share premium account or capital redemption reserve)
                           other than Shares issued wholly, ignoring fractional
                           entitlements, in lieu of the whole or part of a cash
                           dividend which the Shareholders would or could
                           otherwise have received, the Specified Number shall
                           be adjusted in accordance with the following formula:

                           NE = OE x n/N

                           where:

                           NE       means the Specified Number after adjustment;

                           OE       means the Specified Number prior to
                                    adjustment;

                           N        means the number of Shares outstanding
                                    immediately before such event; and

                           n        means the number of Shares outstanding
                                    immediately following such event.

                           Such adjustment shall become effective on the date of
                           issue of such Shares.

                  (iii)    Other Events: If the Company determines that an
                           adjustment should be made to the Subscription Price
                           and/or the Specified Number as a result of one or
                           more events or circumstances not referred to in
                           Conditions 5(A)(i) and (ii), the Company shall, at
                           its own expense and acting reasonably, have
                           Independently Determined as soon as practicable what
                           adjustment (if any) to

<PAGE>

                                       20

                           the Subscription Price and/or the Specified Number
                           is fair and reasonable to take account thereof and
                           the date on which such adjustment should take effect
                           and upon such determination such adjustment (if any)
                           shall be made and shall take effect in accordance
                           with such determination. No such adjustment will be
                           made where the effect would be to vary the
                           Subscription Price by less than one per cent.

                  (iv)     General

                           (a)      On any adjustment to the Subscription Price
                                    pursuant to this Condition 5(A), the
                                    resultant Subscription Price, if not an
                                    integral multiple of one penny, shall be
                                    rounded to the nearest whole penny (0.5
                                    pence being rounded upwards). No adjustment
                                    shall be made to the Subscription Price
                                    where such adjustment (rounded if
                                    applicable) would be less than one per cent.
                                    of the Subscription Price then in effect.
                                    Any adjustment not required to be made, and
                                    any amount by which the Subscription Price
                                    has been rounded, shall be carried forward
                                    and taken into account in any subsequent
                                    adjustment but such subsequent adjustment
                                    shall be made on the basis that the
                                    adjustment not required to be made had been
                                    made at the prior relevant time. Notice of
                                    any adjustments to the Subscription Price or
                                    the Specified Number shall be given to the
                                    Warrant Holders in accordance with Condition
                                    12 as soon as practicable after the
                                    determination thereof.

                           (b)      No adjustment will be made to the
                                    Subscription Price or the Specified Number
                                    where Shares or other securities (including
                                    rights, warrants or options) are issued,
                                    offered, exercised, allotted, appropriated,
                                    modified or granted to employees (including
                                    directors holding executive office) of the
                                    Company or any Subsidiary or any associated
                                    company of the Company pursuant to any
                                    employees' share scheme (as defined in
                                    Section 743 of the Act or any modification
                                    or re-enactment thereof).

                           (c)      The Subscription Price may not be reduced
                                    and the Specified Number may not be adjusted
                                    so that, on exercise of the Warrants, Shares
                                    would be issued at a discount to their
                                    nominal value.

                           (d)      Where more than one event which gives or may
                                    give rise to an adjustment to the
                                    Subscription Price or the Specified Number
                                    occurs within such a short period of time
                                    that it is Independently Determined that a
                                    modification to the operation of the
                                    adjustment provisions is required in order
                                    to give the intended result, such
                                    modification shall be made to the operation
                                    of the adjustment provisions as may be
                                    advised by such investment bank to be in its
                                    opinion appropriate to give such intended
                                    result.

                           (e)      Where the circumstances giving rise to any
                                    adjustment pursuant to this Condition 5(A)
                                    have already resulted or will result in an
                                    adjustment to the Subscription Price and/or
                                    the Specified Number or where the
                                    circumstances giving rise to any adjustment
                                    arise by virtue of any other circumstances
                                    which have already given or will give rise
                                    to an adjustment to the Subscription Price
                                    and/or the Specified

<PAGE>

                                       21

                                    Number, such modification shall be made to
                                    the operation of the provisions of this
                                    Condition 5(A) as may be Independently
                                    Determined to be appropriate to give the
                                    intended result.

                           (f)      If any doubt shall arise as to the
                                    appropriate adjustment to the Subscription
                                    Price and/or the Specified Number a
                                    certificate providing the Independently
                                    Determined adjustment shall be conclusive
                                    and binding on all concerned, save in the
                                    case of manifest or proven error.

                           (g)      If the Exercise Date in relation to any
                                    Warrant shall be after the record date for
                                    any such issue as is mentioned in Condition
                                    5(A)(ii), but before the adjustment becomes
                                    effective under this Condition 5(A) (such
                                    adjustment a RETROACTIVE ADJUSTMENT), the
                                    Company shall (conditional upon the
                                    Retroactive Adjustment becoming effective)
                                    procure that there shall be allotted to the
                                    relevant Warrant Holder, in accordance with
                                    the provisions of Condition 3, such number
                                    of additional Shares as, together with the
                                    Shares allotted or to be allotted to the
                                    relevant Warrant Holder on exercise of the
                                    relevant Warrant, is equal to the number of
                                    Shares which would have been required to be
                                    allotted on exercise of such Warrant if the
                                    relevant adjustment to the Specified Number
                                    (reflecting the event referred to in
                                    Condition 5(A)(ii)) had in fact been made
                                    and become effective immediately after the
                                    relevant record date.

                           (h)      References to any issue or offer to
                                    Shareholders AS A CLASS BY WAY OF RIGHTS
                                    shall be taken to be references to an issue
                                    or offer to all or substantially all
                                    Shareholders by way of rights other than
                                    Shareholders to whom, by reason of the laws
                                    of any territory or requirements of any
                                    recognised regulatory body or any other
                                    stock exchange in any territory or in
                                    connection with fractional entitlements, or
                                    any other disapplication right of the
                                    Directors of the Company granted in the
                                    Articles, it is determined not to make such
                                    issue or offer.

                  (vi)     Fractions of Shares

                           No exercise of Warrants shall result in the issue of
                           a fraction of a Share (including, for the avoidance
                           of doubt, by virtue of a Retroactive Adjustment). If
                           a Warrant Holder exercising his Warrants would, but
                           for the preceding sentence and after aggregating all
                           Warrants being exercised by him, be entitled to
                           receive a number of Shares which includes a fraction
                           of Shares, such Warrant Holder's entitlement to
                           receive such number shall be rounded down to the
                           nearest integral number of Shares to exclude
                           fractions, whereupon he shall be paid the amount (in
                           sterling) equal to the value of the fraction of Share
                           forgone, as determined by the Company. Such payment
                           shall be made, in each case subject to any applicable
                           exchange control or other laws or regulations, (A) in
                           the case of a Warrant held in uncertificated form, to
                           the relevant Warrant Holder's cash memorandum account
                           with the Operator in accordance with the rules of the
                           Operator or (B) in the case of a Warrant held in
                           certificated form, by cheque by ordinary uninsured
                           mail to the exercising Warrant Holder (in accordance
                           with the instructions contained

<PAGE>

                                       22

                           in the Warrant Exercise Notice but at the risk of the
                           exercising Warrant Holder).

         (B)      For the purposes of paragraph (A) of this Condition:

                  CURRENT MARKET PRICE means, in respect of a Share at a
                  particular date, the average of the bid and offer quotations
                  published by, or derived from, the Relevant Stock Exchange for
                  one Share for the five consecutive dealing days ending on the
                  dealing day immediately preceding such date; provided that if
                  at any time during the said five day period the Shares shall
                  have been quoted ex-dividend (or ex-any other entitlement) and
                  during some other part of that period the Shares shall have
                  been quoted cum-dividend (or cum-any other entitlement) then:

                  (a)      if the Shares to be issued do not rank for the
                           dividend (or other entitlement) in question, the
                           quotations on the dates on which the Shares shall
                           have been quoted cum-dividend (or cum-any other
                           entitlement) shall for the purpose of this definition
                           be deemed to be the amount thereof reduced by an
                           amount equal to the amount of that dividend or other
                           entitlement (where it is a cash dividend or
                           entitlement) or, as the case may be, the Fair Market
                           Value of that dividend or other entitlement (where it
                           is not a cash dividend or entitlement) per Share as
                           at the date of announcement of such dividend or
                           entitlement (excluding any associated tax credit and
                           less the tax (if any) falling to be deducted on
                           payment thereof to a resident of the United Kingdom);
                           or

                  (b)      if the Shares to be issued do rank for the dividend
                           (or other entitlement) in question, the quotations on
                           the dates on which the Shares shall have been quoted
                           ex-dividend (or ex-any other entitlement) shall for
                           the purpose of this definition be deemed to be the
                           amount thereof increased by such similar amount,

                  and provided further that if the Shares on each of the said
                  five dealing days have been quoted cum-dividend (or cum-any
                  other entitlement) in respect of a dividend (or other
                  entitlement) which has been declared or announced but the
                  Shares to be issued do not rank for that dividend (or other
                  entitlement) the quotations on each of such dates shall for
                  the purposes of this definition be deemed to be the amount
                  thereof reduced by an amount equal to the amount of that
                  dividend or other entitlement (where it is a cash dividend or
                  entitlement) or, as the case may be, the Fair Market Value of
                  that dividend or other entitlement (where it is not a cash
                  dividend or entitlement) per Share as at the date of
                  announcement of such dividend or entitlement (excluding any
                  associated tax credit and less the tax (if any) falling to be
                  deducted on payment thereof to a resident of the United
                  Kingdom).

                  DEALING DAY means a day on which the Relevant Stock Exchange
                  is open for business and Shares may be dealt in on the
                  Relevant Stock Exchange.

                  DIVIDEND means any dividend or distribution, whether of cash,
                  assets or other property, and whenever paid or made and
                  however described (and for these purposes a distribution of
                  assets includes without limitation an issue of shares or other
                  securities credited as fully or partly paid up (other than an
                  issue of Shares falling within Condition 5(A)(ii) by way of
                  capitalisation of profits or reserves)).

                  EQUITY SHARE CAPITAL has the meaning ascribed to it in Section
                  744 of the Act.

<PAGE>

                                       23

                  FAIR MARKET VALUE means, with respect to any property on any
                  date, the Independently Determined fair market value of that
                  property provided that (1) the fair market value of a cash
                  Dividend paid or to be paid shall be the amount of such cash
                  Dividend, (2) where options, warrants or other rights are
                  publicly traded in a market of adequate liquidity, as
                  Independently Determined, the fair market value of such
                  options, warrants or other rights shall equal the arithmetic
                  mean of the daily closing prices of such options, warrants or
                  other rights during the period of five trading days on the
                  relevant market commencing on the first such trading day such
                  options, warrants or other rights are publicly traded, or such
                  shorter period as such options, warrants or other rights are
                  publicly traded, (3) where options, warrants or other rights
                  are not publicly traded (as aforesaid), the fair market value
                  of such options, warrants or other rights will be as
                  Independently Determined on the basis of a commonly accepted
                  market valuation method and taking account of such factors as
                  are Independently Determined to be appropriate, including the
                  market price per Share, the dividend yield of a Share, the
                  volatility of such market price, prevailing interest rates and
                  the terms of such options, warrants or other rights, including
                  as to the expiry date and exercise price (if any) thereof, and
                  (4) in the case of (1), converted into sterling (if declared
                  or paid in a currency other than sterling) at the rate of
                  exchange used to determine the amount payable to Shareholders
                  who were paid or are to be paid the cash Dividend in sterling;
                  and in the absence of such a stated rate of exchange and in
                  the case of (2) and (3), converted into sterling (if expressed
                  in a currency other than sterling) at such rate of exchange
                  Independently Determined to be the spot rate at the close of
                  business on that date (or if no such rate is available on that
                  date the equivalent rate on the immediately preceding date on
                  which such a rate is available).

                  OFFICIAL LIST means the official list of the United Kingdom
                  Listing Authority for the purposes of Part VI of the Financial
                  Services and Markets Act 2000.

                  RELEVANT STOCK EXCHANGE means at any time, in respect of the
                  Shares, the Official List and/or, as the context requires, the
                  market for listed securities of the London Stock Exchange or,
                  if the Shares are not at that time so listed, the principal
                  stock exchange or securities market on which the Shares are
                  then listed or quoted or dealt in.

                  SECURITIES includes, without limitation, shares in the share
                  capital of the Company.

         (C)      If an effective resolution is passed during the Subscription
                  Period for the voluntary winding up of the Company then:

                  (i)      if such winding up be for the purpose of a
                           reconstruction or amalgamation pursuant to a scheme
                           or arrangement to which the Warrant Holders have
                           consented by means of a Extraordinary Resolution, the
                           terms of such scheme or arrangement shall be binding
                           on all the Warrant Holders; and

                  (ii)     in any other case, the Company shall forthwith
                           publish a notice in accordance with the provisions of
                           Condition 12, stating that such a resolution has been
                           passed and the Warrant Holder shall be entitled at
                           any time within three months after the date such
                           notice is published to elect by notice in writing to
                           the specified office of the Registrar to be treated
                           as if he had, immediately before the date of the
                           passing of the winding up resolution, exercised his
                           Warrants and he shall be entitled to receive out of
                           the assets which would otherwise be available in the
                           liquidation to the holders of Shares, such a sum

<PAGE>

                                       24

                           (if any) as he would have received had he been the
                           holder of and paid for the Shares to which he would
                           have become entitled by virtue of such exercise,
                           after deducting from such sum an amount equal to the
                           moneys which would have been payable by him in
                           respect of such Shares if he had exercised his
                           Warrants but nothing contained in this sub-paragraph
                           shall have the effect of requiring the Warrant Holder
                           to make any actual payment to the Company.

6.       The provisions for convening meetings of Warrant Holders to consider
         any matter affecting their interests, including the modification by
         Extraordinary Resolution of the Conditions, shall be as set out in
         Schedule 4 to the Deed Poll. An Extraordinary Resolution duly passed in
         accordance with the provisions of Schedule 4 to the Deed Poll at any
         meeting of the Warrant Holders shall be binding on all Warrant Holders,
         whether present or not.

7.       Should any Warrant Certificate be mutilated, defaced, lost, stolen or
         destroyed it may be replaced at the Specified Office upon payment by
         the claimant of such costs incurred in connection therewith and on such
         terms as to evidence and indemnity as the Registrar and the Company may
         reasonably require. Mutilated or defaced Warrant Certificates must be
         surrendered before replacements will be issued.

8.       Title to a Warrant in certificated form shall be transferable in any
         usual or common form or in any other form which may be approved by the
         Directors in units or multiples of one Warrant (provided that title to
         the Warrants comprised in a Warrant Certificate shall pass only on
         registration in the Register). The Company may deem and treat the
         Warrant Holder in certificated form as the absolute owner thereof for
         all purposes and shall not be affected by any notice to the contrary
         (except as ordered by a court of competent jurisdiction or required by
         law) and shall not (except as aforesaid) be bound to recognise any
         equitable or other claim to an interest in such Warrant. Transfers of
         Warrants in certificated form may be effected by delivery of the
         Warrant Certificate to the Specified Office with a completed form of
         transfer executed by the Warrant Holder without charge, but upon (i)
         payment of any taxes, duties and other governmental charges, (ii) the
         Registrar being satisfied with the evidence of title and identity of
         the person requesting transfer and of due execution of the transfer and
         subject to such reasonable regulations as the Registrar and the Company
         may prescribe. The Registrar will, within five London Business Days of
         such delivery, deliver at its Specified Office to the transferee or
         (subject to any applicable laws and regulations) despatch by mail (at
         the risk of the transferee) to such address as the transferee may
         request, a new Warrant Certificate in respect of the Warrant
         transferred. In the case of transfer of some only of the Warrants
         represented by the Warrant Certificate, a new Warrant Certificate in
         respect of the balance of the Warrants will be so delivered or
         despatched without charge to the transferor.

         For so long as a Warrant is held in uncertificated form, the person
         (other than a clearing system) who is for the time being shown in the
         Operator register as the Warrant Holder (an ACCOUNTHOLDER) (in which
         regard any certificate or other document issued by the Operator as to
         the amount of Warrants standing to the account of any person shall be
         conclusive and binding for all purposes) shall be treated as the holder
         of such amount of Warrants (and the expression Warrant Holder and
         holding Warrants shall be construed accordingly).

         Warrants held in uncertificated form may be transferred in accordance
         with the CREST Regulations.

         No Warrant, either in certificated or uncertificated form, shall be
         transferable or exercisable until the Effective Date.

<PAGE>

                                       25

         If the Effective Date does not occur on or prior to the date falling
         thirty calendar days after the issue of the Warrants, the Warrants
         automatically become void.

9.       The Company has the right to terminate the appointment of the Registrar
         provided that it will at all times maintain a Registrar with a
         specified office in England. Not less than 30 days' notice of any such
         termination or appointment shall be given by the Company to the Warrant
         Holders in accordance with Condition 12.

10.      The Company will pay any United Kingdom stamp, issue, registration or
         similar taxes and any capital duties imposed on the Company in the
         United Kingdom (i) in connection with the issue of Shares on exercise
         of the Subscription Rights, except where the Shares are issued to a
         person whose business is, or includes, issuing depositary receipts, or
         a nominee of or agent for such a person, or a person whose business is,
         or includes, the provision of clearance services for the purchase or
         sale of chargeable securities, or a nominee of or agent for such a
         person, or (ii) payable upon the Deed Poll being produced in evidence
         in any proceedings in connection with the enforcement of the Deed Poll,
         the Warrants or the Subscription Rights.

         For the avoidance of doubt, other than United Kingdom taxes and duties
         imposed on the Company, the Company is not responsible for the payment
         of any taxes, duties and other governmental charges as may be payable
         in relation to the transfer of a Warrant.

11.      All notices to be given hereunder by Warrant Holders to the Registrar
         shall be delivered at, or mailed by pre-paid air-mail to, the Specified
         Office for the time being of such person and shall be deemed to have
         been given upon delivery or, in the case of mailing, upon receipt
         thereof.

12.      All notices to be given to Warrant Holders holding Warrants in
         certificated form pursuant to these Conditions will be duly given if
         sent in the manner and to the address provided for in Schedule 3 to the
         Deed Poll. All notices to be given to Warrant Holders holding their
         Warrants in uncertificated form will be given by delivery of the
         relevant notice to the Operator for transmission to Warrant Holders.

13.      Warrant Holders are deemed to have notice of all the provisions of the
         Deed Poll and such provisions are binding on them. Copies of the Deed
         Poll will be available for inspection at the Specified Office.

14.      The Warrants are governed by, and shall be construed in accordance
         with, the laws of England.

         The English Courts have exclusive jurisdiction to settle any dispute
         arising out of or in connection with the Warrants and the Company and
         each Warrant Holder irrevocably submit to the exclusive jurisdiction of
         the English courts.

         The Company and each Warrant Holder irrevocably waive any objection to
         the English Courts on grounds that they are an inconvenient or
         inappropriate forum to settle any such dispute.

                                SPECIFIED OFFICE
                                    REGISTRAR
                       Computershare Investor Services PLC
                                  The Pavilions
                                 Bridgwater Road
                                     Bristol
                                    BS99 7NH

<PAGE>

                                       26

                                   SCHEDULE 3

            PROVISIONS AS TO TRANSFER, TRANSMISSION AND OTHER MATTERS

The provisions set out in this Schedule only apply to Warrants issued in
certificated form.

1.       An accurate Register of the Warrants will be kept by the Registrar and
         there shall be entered in the Register:

         (a)      the names and addresses of the persons for the time being
                  entitled to be registered as Warrant Holders;

         (b)      the number of the Warrants held by every such registered
                  Warrant Holder; and

         (c)      the date at which the name of every such registered Warrant
                  Holder is entered in respect of the Warrants standing in his
                  name.

2.       Any change of name or address on the part of any Warrant Holder shall
         forthwith be notified to the Registrar and thereupon the Register shall
         be altered accordingly. The Warrant Holders or any of them and any
         person authorised by any such Warrant Holder shall be at liberty at all
         reasonable times during office hours to inspect the Register and to
         take copies of or extracts from the same or any part thereof by means
         of taking notes or the transcription of information.

3.       The Company shall be entitled to treat the registered Warrant Holder as
         the absolute owner thereof and accordingly shall not, except as ordered
         by a court of competent jurisdiction or as required by law, be bound to
         recognise any equitable or other claims to or interest in such Warrant
         on the part of any other person whether or not it shall have express or
         other notice thereof.

4.       Every Warrant Holder will be recognised by the Company as entitled to
         his Warrants free from any equity, set-off or cross-claim on the part
         of the Company against the original or any intermediate holder of the
         Warrants.

5.       Every transfer of Warrant shall be made by an instrument of transfer
         substantially in the form set out in Schedule 1 to the Deed Poll or in
         any other form which may be approved by the Directors, and copies of
         which may be obtainable from the Specified Office.

6.       The instrument of transfer of a Warrant shall be signed by or on behalf
         of the transferor but need not be signed by or on behalf of the
         transferee. The transferor shall be deemed to remain the Warrant Holder
         until the name of the transferee is entered in the Register in respect
         thereof.

7.       The Directors may decline to recognise any instrument of transfer
         unless such instrument is deposited at the Specified Office accompanied
         by (i) the Warrant Certificate to which it relates, (ii) such other
         evidence (including legal opinions) as the Directors may reasonably
         require to show the right of the transferor to make the transfer and
         (iii) such evidence as the Company and the Registrar may require of the
         payment of any taxes, duties and other governmental charges as may be
         payable in relation thereto (other than United Kingdom taxes and duties
         imposed on or payable by the Company). The Directors may waive
         production of any certificate upon evidence satisfactory to them of its
         loss or destruction together with such indemnity and any fee as they
         may require.

<PAGE>

                                       27

8.       No fee shall be charged for any registration of a transfer of a
         Warrant.

9.       No fee shall be charged for the registration of any other document
         which in the opinion of the Directors requires registration.

10.      The transfer books and the Register may be closed for such period as
         the Directors may from time to time direct, but so that the same may
         not be closed for a longer period in aggregate than thirty London
         Business Days in any one year.

11.      Any transfer made while the Register is so closed shall, as between the
         Company and the person claiming under the transfer (but not otherwise),
         be considered as made immediately after the reopening of the Register.

12.      The registration of a transfer shall be conclusive evidence of the
         approval by the Directors of the transfer.

13.      In the case of the death of a Warrant Holder the survivors or survivor
         where the deceased was a joint holder, and the executors or
         administrators of the deceased where he was a sole or only surviving
         holder, shall be the only persons recognised by the Company as having
         any title to his Warrants, but nothing herein contained shall release
         the estate of a deceased holder (whether sole or joint) from any
         liability in respect of any Warrant solely or jointly held by him.

14.      Subject to any other provision herein contained any person becoming
         entitled to a Warrant in consequence of the death or bankruptcy of a
         Warrant Holder or otherwise than by transfer may, upon producing such
         evidence of title as the Directors of the Company shall require, and
         subject as hereinafter provided, be registered himself as holder of the
         Warrant.

15.      Subject to any other provision herein contained, if the person so
         becoming entitled shall elect to be registered himself, he shall
         deliver or send to the Company a notice in writing signed by him
         stating that he so elects. All the limitations, restrictions and
         provisions herein contained relating to the right to transfer and the
         registration of transfers of Warrants shall be applicable to any such
         notice of transfer as aforesaid as if the death or bankruptcy of the
         Warrant Holder had not occurred and the notice of transfer were a
         transfer executed by such Warrant Holder.

16.      A person becoming entitled to a Warrant in consequence of the death or
         bankruptcy of a Warrant Holder shall be entitled to receive and may
         give good discharge for any monies payable in respect thereof, but
         shall not be entitled to receive notices of or to attend or vote at
         meetings of the Warrant Holders or, save as aforesaid, to any of the
         rights or privileges of a Warrant Holder until he shall have become a
         Warrant Holder in respect of the Warrant.

17.      Every Warrant Holder shall register with the Registrar an address
         either in the United Kingdom or elsewhere to which notices can be sent
         and if any Warrant Holder shall fail so to do notice may be given to
         such Warrant Holder by sending the same in any of the manners
         hereinafter mentioned to his last known place of business or residence
         or, if these be none, by posting the same for three days at the
         registered office for the time being of the Company.

18.      A notice given subject to the provisions of this paragraph may be given
         by personal delivery or prepaid letter by first class post (airmail in
         the case of an address outside the United Kingdom). In proving service
         thereof it shall be sufficient to prove that the envelope or wrapper
         containing the notice was properly addressed and stamped and was
         deposited in a post box or at the post office.

19.      A notice given pursuant to the provisions of paragraph 18 of this
         Schedule:

<PAGE>

                                       28

         (a)      delivered to the registered address shall be deemed to have
                  been served at the time of delivery;

         (b)      sent by prepaid letter by first class post to an address in
                  the United Kingdom shall be deemed to have been served on the
                  third day following its posting;

         (c)      sent by prepaid airmail letter to an address outside the
                  United Kingdom shall be deemed to have been served on the
                  fifth day following its posting.

20.      All notices given pursuant to the provisions of paragraph 18 of this
         Schedule with respect to Warrants standing in the names of joint
         holders shall be given to whichever of such persons is named first in
         the Register and such notice so given shall be sufficient notice to all
         the holders of such Warrants.

21.      Any person who by operation of law, transfer or other means whatsoever
         shall become entitled to any Warrant shall be bound by every notice in
         respect of such Warrant which previously to his name and address being
         entered on the Register shall be duly given to the person from whom he
         derives his title to such Warrant.

22.      Any notice given pursuant to the provisions of paragraph 18 of this
         Schedule or document delivered or sent by post or left at the
         registered address of any Warrant Holder in pursuance of these presents
         shall, notwithstanding such Warrant Holder be then deceased and whether
         or not the Company has notice of his death, be deemed to have been duly
         served in respect of any Warrants whether held solely or jointly with
         other persons by such Warrant Holder until some other person be
         registered in his stead as the holder or joint holder thereof and such
         service shall for all purposes of these presents be deemed a sufficient
         service of such notice or document on his or her executors or
         administrators and all persons (if any) jointly interested with him in
         any such Warrant.

23.      When a given number of days' notice or notice extending over any other
         period is required to be given, the day of service shall, but the day
         upon which such notice will expire shall not, be included in such
         number of days or other period. The signature to any notice to be given
         by the Company may be written or printed.

<PAGE>

                                       29

                                   SCHEDULE 4

                  PROVISIONS AS TO MEETINGS OF WARRANT HOLDERS

1.       The Company at any time may, and upon a request in writing of the
         Warrant Holders holding not less than one-tenth of the Warrants for the
         time being outstanding shall, convene a meeting of the Warrant Holders.
         Every such meeting shall be held at such place as the Directors of the
         Company may approve.

2.       At least fourteen clear days' notice shall be given to the Warrant
         Holders in accordance with the provisions of paragraph 18 of Schedule 3
         and of Condition 12 of a meeting of Warrant Holders. The notice shall
         specify the day, time and place of the meeting and the terms of the
         resolutions to be proposed. The accidental omission to give notice
         pursuant to paragraph 18 of Schedule 3 to or the non-receipt of any
         such notice by any of the Warrant Holders shall not invalidate the
         proceedings at any meeting.

3.       A person (who may, but need not be, a Warrant Holder) nominated in
         writing by the Company shall be entitled to take the chair at every
         such meeting but if no such nomination is made or if at any meeting the
         person nominated shall not be present within fifteen minutes after the
         time appointed for the holding of such meeting the Warrant Holders
         present shall choose one of their number to be chairman.

4.       At any such meeting two or more persons being Warrant Holders and/or
         being proxies and being or representing in the aggregate the holders of
         not less than ten per cent. of the Warrants for the time being
         outstanding shall (except for the purpose of passing an Extraordinary
         Resolution) form a quorum for the transaction of business and no
         business (other than the choosing of a chairman) shall be transacted at
         any meeting unless the requisite quorum be present at the commencement
         of business. The quorum at any such meeting for the passing of an
         Extraordinary Resolution shall be two or more persons being Warrant
         Holders and/or being proxies and being or representing in the aggregate
         the holders of not less than a clear majority of the Warrants for the
         time being outstanding.

5.       If within half an hour after the time appointed for any meeting a
         quorum is not present, the meeting shall, if convened upon the
         requisition of Warrant Holders, be dissolved. In any other case it
         shall stand adjourned for such period, not being less than fourteen
         days nor more than twenty-eight days, and to such time and place, as
         may be appointed by the chairman. At such adjourned meeting two or more
         persons present in person being Warrant Holders or being proxies
         (whatever the number of the Warrants so held or represented) shall for
         all purposes form a quorum and shall have the power to pass any
         resolution (including an Extraordinary Resolution) and to decide upon
         all matters which could properly have been dealt with at the meeting
         from which the adjournment took place had a quorum been present at such
         meeting.

6.       The chairman may with the consent of (and shall if directed by) any
         meeting adjourn the same from time to time and from place to place but
         no business shall be transacted at any adjourned meeting except
         business which might lawfully have been transacted at the meeting from
         which the adjournment took place.

7.       At least ten days' notice of any meeting adjourned through want of a
         quorum shall be given in the same manner as of an original meeting, and
         such notice shall state the quorum required at such adjourned meeting.
         Subject as aforesaid, it shall not be necessary to give any notice of
         an adjourned meeting.

<PAGE>

                                       30

8.       Every question submitted to a meeting shall be decided in the first
         instance by a show of hands and in case of equality of votes the
         chairman shall both on a show of hands and on a poll have a casting
         vote in addition to the vote or votes (if any) to which the chairman
         may be entitled as a Warrant Holder or as a proxy.

9.       At any meeting, unless a poll is (before or on the declaration of the
         result of the show of hands) demanded by the chairman or by one or more
         persons being Warrant Holders or being proxies and being or
         representing in the aggregate the holders of not less than ten per
         cent. of the Warrants then outstanding, a declaration by the chairman
         that a resolution has been carried or carried by a particular majority
         or lost or not carried by any particular majority shall be conclusive
         evidence of the fact without proof of the number or proportion of the
         votes recorded in favour of or against such resolution.

10.      If at any meeting a poll is so demanded, it shall be taken in such
         manner and, subject as hereinafter provided, either at once or after
         any adjournment, as the chairman directs, and the result of such poll
         shall be deemed to be the resolution as at the date of the taking the
         poll of the meeting at which the poll was demanded. The demand for a
         poll shall not prevent the continuance of the meeting for the
         transaction of any business other than the question on which the poll
         has been demanded.

11.      Any poll demanded at any meeting on the election of a chairman or on
         any question of adjournment shall be taken at the meeting without
         adjournment.

12.      The Company (through its representatives) and legal and financial
         advisers shall be entitled to attend and speak at any meeting of the
         Warrant Holders. Save as aforesaid, no person shall be entitled to
         attend or vote at any meeting of the Warrant Holders or to join with
         others in requesting the convening of such a meeting unless he is a
         Warrant Holder or the duly authorised representative of a corporate
         Warrant Holder or a duly appointed proxy. Neither the Company nor any
         Subsidiary of the Company shall be entitled to vote in respect of
         Warrants held by it or on its behalf nor shall the holding of any such
         Warrants count towards a quorum.

13.      Subject as provided in paragraph 12 hereof, at any meeting:

         (a)      on a show of hands every Warrant Holder who is present in
                  person or (in the case of a corporation) by a duly authorised
                  representative and every person who is a proxy shall have one
                  vote; and

         (b)      on a poll every Warrant Holder who is present in person or by
                  proxy as aforesaid shall have one vote in respect of each
                  Warrant held by him.

         Any person entitled to more than one vote need not use all his votes or
         cast all the votes to which he is entitled in the same way.

14.      A proxy need not be a Warrant Holder.

15.      A meeting of the Warrant Holders shall in addition to all other powers
         (but without prejudice to any powers conferred on other persons by
         these presents) have the following powers exercisable by Extraordinary
         Resolution, namely:

         (a)      power to sanction any compromise or arrangement proposed to be
                  made between the Company and the Warrant Holders or any of
                  them;

<PAGE>

                                       31

         (b)      power to sanction any proposal by the Company for
                  modification, abrogation, variation or compromise of, or
                  arrangement in respect of, the rights of the Warrant Holders
                  against the Company whether such rights shall arise under
                  these presents or otherwise;

         (c)      power to sanction any proposal by the Company for the exchange
                  or substitution for the Warrants of, or the conversion of the
                  Warrants into, shares, stock, bonds, debentures, debenture
                  stock or other obligations or securities of the Company, or
                  any other body corporate formed or to be formed;

         (d)      power to assent to any modification of the conditions to which
                  the Warrants are subject and/or the provisions contained in
                  these presents which shall be proposed by the Company;

         (e)      power to authorise any person to concur in and execute and do
                  all such documents, acts and things as may be necessary to
                  carry out and give effect to any Extraordinary Resolutions;

         (f)      power to discharge or exonerate any person from any liability
                  in respect of any act or omission for which such person may
                  have become responsible under these presents or the
                  Conditions;

         (g)      power to give any authority direction or sanction which under
                  the provisions of these presents or the Conditions is required
                  to be given by Extraordinary Resolution; and

         (h)      power to appoint any persons (whether Warrant Holders or not)
                  as a committee or committees to represent the interests of the
                  Warrant Holders and to confer upon such committee or
                  committees any powers or discretions which the Warrant Holders
                  could themselves exercise by Extraordinary Resolution.

16.      Any resolution passed at a meeting of the Warrant Holders duly convened
         and held shall be binding upon all the Warrant Holders, whether present
         or not present at such meeting, and each of the Warrant Holders shall
         be bound to give effect thereto accordingly. The passing of any such
         resolution shall be conclusive evidence that the circumstances of such
         resolution justified the passing thereof.

17.      The expression EXTRAORDINARY RESOLUTION when used in these presents
         means a resolution passed at a meeting of the Warrant Holders duly
         convened and held and carried by a majority consisting of not less than
         three-fourths of the votes cast upon a show of hands or, if a poll is
         duly demanded, by a majority consisting of not less than three-fourths
         of the votes cast on a poll.

18.      Minutes of all resolutions and proceedings at every meeting shall be
         made and duly entered in books to be from time to time provided for
         that purpose by the Company, and any such minutes, if the same are
         signed by the chairman of the meeting at which such resolutions were
         passed or proceedings transacted or by the chairman of the next
         succeeding meeting of the Warrant Holders, shall be conclusive evidence
         of the matters therein contained and, until the contrary is proved,
         every meeting in respect of the proceedings of which minutes have been
         made and signed as aforesaid shall be deemed to have been duly convened
         and held and all resolutions passed or proceedings transacted thereat
         to have been duly passed and transacted.

19.      Subject to all other provisions contained in these presents the Company
         may without the consent of the Warrant Holders prescribe such further
         regulations regarding the holding of

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         meetings of Warrant Holders and attendance and voting thereat as the
         Company may at its sole discretion determine.