EXHIBIT 1



Registered No. 3548821

                       The Companies Act 1985 (as amended)

                            Company Limited by Shares

                             ARTICLES OF ASSOCIATION

                                       of

                                    REGUS PLC

                             public limited company

           (Articles adopted on 18th September, 2000 with effect from
                        Admission on 24th October, 2000)

                                 Interpretation

 1.      Exclusion of Table A

No regulations set out in any statute, or in any statutory instrument or other
subordinate legislation made under any statute, concerning companies shall apply
as the regulations or articles of the company.

 2.      Definitions

In these articles unless the context otherwise requires:-

          "address", in relation to electronic communications, includes any
          number or address used for the purposes of such communications;

          "these articles" means these articles of association as altered from
          time to time and the expression "this article" shall be construed
          accordingly;

          "the auditors" means the auditors from time to time of the company or,
          in the case of joint auditors, any one of them;

          "the board" means the board of directors from time to time of the
          company or the directors present at a meeting of the directors at
          which a quorum is present;

          "certificated share" means a share which is not an uncertificated
          share;

          "clear days" in relation to the period of a notice means that period
          excluding the day when the notice is served or deemed to be served and
          the day for which it is given or on which it is to take effect;

          "the Companies Acts" means every statute (including any orders,
          regulations or other subordinate legislation made under it) from time
          to time in force concerning companies in so far as it applies to the
          company;

          "electronic signature" means anything in electronic form which the
          board requires to be incorporated into or otherwise associated with an
          electronic communication for the purpose of establishing the
          authenticity or integrity of the communication;

          "the holder" in relation to any shares means the member whose name is
          entered in the register as the holder of those shares;

          "the Listing Rules" means the listing rules which are made by the
          competent authority for the purposes of any statute relating to the
          listing of securities;

          "member" means a member of the company;

          "the office" means the registered office from time to time of the
          company;

          "paid up" means paid up or credited as paid up;

          "participating class" means a class of shares title to which is
          permitted by an Operator to be transferred by means of a relevant
          system;

          "person entitled by transmission" means a person whose entitlement to
          a share in consequence of the death or bankruptcy of a member or of
          any other event giving rise to its transmission by operation of law
          has been noted in the register;

          "the register" means the register of members of the company;

          "seal" means any common or official seal that the company may be
          permitted to have under the Companies Acts;

          "the secretary" means the secretary, or (if there are joint
          secretaries) any one of the joint secretaries, of the company and
          includes an assistant or deputy secretary and any person appointed by
          the board to perform any of the duties of the secretary;

          "uncertificated share" means a share of a class which is for the time
          being a participating class title to which is recorded on the register
          as being held in uncertificated form;

          "the Uncertificated Securities Regulations" means the Uncertificated
          Securities Regulations 1995 as amended from time to time and any
          provisions of or under the Companies Acts which supplement or replace
          such Regulations;

          "United Kingdom" means Great Britain and Northern Ireland;

          references to a document being executed include references to its
          being executed under hand or under seal or by any other method except
          by means of an electronic signature;

          references to a document being signed or to signature include
          references to its being executed under hand or under seal or by any
          other method and, in the case of an electronic communication, are to
          its bearing an electronic signature;

          references to writing include references to any method of representing
          or reproducing words in a legible and non-transitory form including by
          way of electronic communications where specifically provided in a
          particular article or where permitted by the board in its absolute
          discretion;

          words or expressions to which a particular meaning is given by the
          Companies Acts in force when these articles or any part of these
          articles are adopted bear (if not inconsistent with the subject matter
          or context) the same meaning in these articles or that part (as the
          case may be) save that the word "company" shall include any body
          corporate; and

          references to a meeting shall not be taken as requiring more than one
          person to be present if any quorum requirement can be satisfied by one
          person.

          Headings are included only for convenience and shall not affect
          meaning.

 3.      Form of Resolution

          (A)  Where for any purpose an ordinary resolution of the company is
               required, a special or extraordinary resolution shall also be
               effective and where for any purpose an extraordinary resolution
               is required a special resolution shall also be effective.

          (B)  Subject to the Companies Acts, a resolution in writing signed by
               or on behalf of each member who would have been entitled to vote
               upon it if it had been proposed at a general meeting at which he
               was present shall be as effectual as if it had been passed at a
               general meeting properly convened and held and may consist of
               several instruments in the like form each signed by or on behalf
               of one or more of the members. In this paragraph of this article
               references to in writing include the use of electronic
               communications subject to such terms and conditions as the board
               may decide.



                                  Share Capital

 4.      Authorised Share Capital

The authorised share capital of the company at the date of adoption of this
article is (pound)40,000,000 divided into 800,000,000 ordinary shares of 5
penceeach.

 5.      Rights Attached to Shares

Subject to the provisions of the Companies Acts and to any rights attached to
existing shares, any share may be issued with or have attached to it such rights
and restrictions as the company may by ordinary resolution decide or, if no such
resolution has been passed or so far as the resolution does not make specific
provision, as the board may decide.

 6.      Redeemable Shares

Subject to the provisions of the Companies Acts and to any rights attached to
existing shares, any share may be issued which is to be redeemed, or is liable
to be redeemed at the option of the company or the holder.

 7.      Purchase of Own Shares

Subject to the provisions of the Companies Acts and to any rights attached to
existing shares, the company may purchase or may enter into a contract under
which it will or may purchase all or any of its shares of any class, including
any redeemable shares. Neither the company nor the board shall be required to
select the shares to be purchased rateably or in any other particular manner as
between the holders of shares of the same class or as between them and the
holders of shares of any other class or in accordance with the rights as to
dividends or capital conferred by any class of shares.

 8.      Variation of Rights

Subject to the provisions of the Companies Acts, all or any of the rights for
the time being attached to any class of shares for the time being issued may
from time to time (whether or not the company is being wound up) be varied
either with the consent in writing of the holders of not less than three-fourths
in nominal value of the issued shares of that class or with the sanction of an
extraordinary resolution passed at a separate general meeting of the holders of
those shares. All the provisions of these articles as to general meetings of the
company shall, with any necessary modifications, apply to any such separate
general meeting, but so that the necessary quorum shall be two persons holding
or representing by proxy not less than one-third in nominal value of the issued
shares of the class, (but so that at any adjourned meeting one holder present in
person or by proxy (whatever the number of shares held by him) shall be a
quorum), that every holder of shares of the class present in person or by proxy
shall be entitled on a poll to one vote for every share of the class held by him
(subject to any rights or restrictions attached to any class of shares) and that
any holder of shares of the class present in person or by proxy may demand a
poll. The foregoing provisions of this article shall apply to the variation of
the special rights attached to some only of the shares of any class as if each
group of shares of the class differently treated formed a separate class and
their special rights were to be varied.

 9.      Pari Passu Issues

The rights conferred upon the holders of any shares shall not, unless otherwise
expressly provided in the rights attaching to those shares, be deemed to be
varied by the creation or issue of further shares ranking pari passu with them.

 10.     Unissued Shares

Subject to the provisions of the Companies Acts and these articles and to any
resolution passed by the company under the Companies Acts and without prejudice
to any rights attached to existing shares, the unissued shares of the company
(whether forming part of the original or any increased capital) shall be at the
disposal of the board which may offer, allot, grant options over or otherwise
deal with or dispose of them to such persons, at such times and for such
consideration and upon such terms as the board may decide.

 11.     Payment of Commission

The company may in connection with the issue of any shares exercise all powers
of paying commission and brokerage conferred or permitted by the Companies Acts.

 12.     Trusts Not Recognised

Except as ordered by a court of competent jurisdiction or as required by law, no
person shall be recognised by the company as holding any share upon any trust
and the company shall not be bound by or required in any way to recognise (even
when having notice of it) any interest in any share or (except only as by these
articles or by law otherwise provided) any other right in respect of any share
other than an absolute right to the whole of the share in the holder.

 13.     Suspension of Rights Where Non-Disclosure of Interest

          (A)  Where the holder of any shares in the company, or any other
               person appearing to be interested in those shares, fails to
               comply within the relevant period with any statutory notice in
               respect of those shares, the company may give the holder of those
               shares a further notice (a "restriction notice") to the effect
               that from the service of the restriction notice those shares will
               be subject to some or all of the relevant restrictions, and from
               service of the restriction notice those shares shall,
               notwithstanding any other provision of these articles, be subject
               to those relevant restrictions accordingly.

          (B)  If after the service of a restriction notice in respect of any
               shares the board is satisfied that all information required by
               any statutory notice relating to those shares or any of them from
               their holder or any other person appearing to be interested in
               the shares the subject of the restriction notice has been
               supplied, the company shall, within 7 days, cancel the
               restriction notice. The company may at any time at its discretion
               cancel any restriction notice or exclude any shares from it. The
               company shall cancel a restriction notice within seven days after
               receipt of a notice in writing that the relevant shares have been
               transferred pursuant to an arm's length sale.

          (C)  Where any restriction notice is cancelled or ceases to have
               effect in relation to any shares, any moneys relating to those
               shares which were withheld by reason of that notice shall be paid
               without interest to the person who would but for the notice have
               been entitled to them or as he may direct.

          (D)  Any new shares in the company issued in right of any shares
               subject to a restriction notice shall also be subject to the
               restriction notice, and the board may make any right to an
               allotment of the new shares subject to restrictions corresponding
               to those which will apply to those shares by reason of the
               restriction notice when such shares are issued.

          (E)  Any holder of shares on whom a restriction notice has been served
               may at any time request the company to give in writing the reason
               why the restriction notice has been served, or why it remains
               uncancelled, and within 14 days of receipt of such a notice the
               company shall give that information accordingly.

          (F)  If a statutory notice is given by the company to a person
               appearing to be interested in any share, a copy shall at the same
               time be given to the holder, but the failure or omission to do so
               or the non-receipt of the copy by the holder shall not invalidate
               such notice.

          (G)  This article is in addition to, and shall not in any way
               prejudice or affect, the statutory rights of the company arising
               from any failure by any person to give any information required
               by a statutory notice within the time specified in it. For the
               purpose of this article a statutory notice need not specify the
               relevant period, and may require any information to be given
               before the expiry of the relevant period.

          (H)  In this article:

               a sale is an "arm's length sale" if the board is satisfied that
               it is a bona fide sale of the whole of the beneficial ownership
               of the shares to a party unconnected with the holder or with any
               person appearing to be interested in such shares and shall
               include a sale made by way of or in pursuance of acceptance of a
               takeover offer and a sale made through a recognised investment
               exchange or any other stock exchange outside the United Kingdom.
               For this purpose an associate (within the definition of that
               expression in any statute relating to insolvency in force at the
               date of adoption of this article) shall be included amongst the
               persons who are connected with the holder or any person appearing
               to be interested in such shares;

               "person appearing to be interested" in any shares shall mean any
               person named in a response to a statutory notice or otherwise
               notified to the company by a member as being so interested or
               shown in any register kept by the company under the Companies
               Acts as so interested or, taking into account a response or
               failure to respond in the light of the response to any other
               statutory notice and any other relevant information in the
               possession of the company, any person whom the company knows or
               has reasonable cause to believe is or may be so interested;

               "person with a 0.25 per cent. interest" means a person who holds,
               or is shown in any register kept by the company under the
               Companies Acts as having an interest in, shares in the company
               which comprise in total at least 0.25 per cent. in number or
               nominal value of the shares of the company, or of any class of
               such shares, in issue at the date of service of the statutory
               notice or the restriction notice (as the case may be);

               "relevant period" means a period of 14 days following service of
               a statutory notice;

               "relevant restrictions" mean in the case of a restriction notice
               served on a person with a 0.25 per cent.
               interest that:-

                (i)     the shares shall not confer on the holder any right to
                        attend or vote either personally or by proxy at any
                        general meeting of the company or at any separate
                        general meeting of the holders of any class of shares in
                        the company or to exercise any other right conferred by
                        membership in relation to general meetings;

                (ii)    the board may withhold payment of all or any part of any
                        dividends or other moneys payable in respect of the
                        shares and the holder shall not be entitled to receive
                        shares in lieu of dividend;

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                (iii)   the board may (subject to the requirements of the
                        Uncertificated Securities Regulations) decline to
                        register a transfer of the shares or any of them unless
                        such a transfer is pursuant to an arm's length sale

               and in any other case mean only the restriction specified in
               sub-paragraph (i) of this definition; and

               "statutory notice" means a notice served by the company under the
               Companies Acts requiring particulars of interests in shares or of
               the identity of persons interested in shares.

 14.     Uncertificated Shares

          (A)  Pursuant and subject to the Uncertificated Securities
               Regulations, the board may permit title to shares of any class to
               be evidenced otherwise than by a certificate and title to shares
               of such a class to be transferred by means of a relevant system
               and may make arrangements for a class of shares (if all shares of
               that class are in all respects identical) to become a
               participating class. Title to shares of a particular class may
               only be evidenced otherwise than by a certificate where that
               class of shares is for the time being a participating class. The
               board may also, subject to compliance with the Uncertificated
               Securities Regulations and the rules of any relevant system,
               determine at any time that title to any class of shares may from
               a date specified by the board no longer be evidenced otherwise
               than by a certificate or that title to such a class shall cease
               to be transferred by means of any particular relevant system. For
               the avoidance of doubt, shares which are uncertificated shares
               shall not be treated as forming a class which is separate from
               certificated shares with the same rights.

          (B)  In relation to a class of shares which is, for the time being, a
               participating class and for so long as it remains a participating
               class, no provision of these articles shall apply or have effect
               to the extent that it is inconsistent in any respect with:-

               (i)   the holding of shares of that class in uncertificated form;

               (ii)  the transfer of title to shares of that class by means of a
                     relevant system; and

               (iii) any provision of the Uncertificated Securities Regulations.

          (C)  Shares of a class which is for the time being a participating
               class may be changed from uncertificated to certificated form,
               and from certificated to uncertificated form, in accordance with
               and subject as provided in the Uncertificated Securities
               Regulations and the rules of any relevant system.

          (D)  Unless the board otherwise determines or the Uncertificated
               Securities Regulations or the rules of the relevant system
               concerned otherwise require, any shares issued or created out of
               or in respect of any uncertificated shares shall be
               uncertificated shares and any shares issued or created out of or
               in respect of any certificated shares shall be certificated
               shares.

 15.     Right to Share Certificates

Subject to the provisions of the Uncertificated Securities Regulations, the
rules of any relevant system and these articles, every person (except a person
to whom the company is not by law required to issue a certificate) whose name is
entered in the register as a holder of any certificated shares shall be
entitled, without payment, to receive within the time limits prescribed by the
Companies Acts one certificate for all those shares of any one class. In the
case of a certificated share held jointly by several persons, the company shall
not be bound to issue more than one certificate and delivery of a certificate to
one of several joint holders shall be sufficient delivery to all. A member who
transfers some but not all of the shares comprised in a certificate shall be
entitled to a certificate for the balance without charge.

 16.     Replacement of Share Certificates

If a share certificate is defaced, worn out, lost or destroyed, it may be
replaced without charge but on such terms (if any) as to evidence and indemnity
as the board may decide and, where it is defaced or worn out, after delivery of
the old certificate to the company. Any two or more certificates representing
shares of any one class held by any member shall at his request be cancelled and
a single new certificate for such shares issued in lieu. Any certificate
representing shares of any one class held by any member may at his request be
cancelled and two or more certificates for such shares may be issued instead.
The board may require the payment of any exceptional out-of-pocket expenses of
the company incurred in connection with the issue of any certificates under this
article. Any one of two or more joint holders may request replacement
certificates under this article.

 17.     Execution of Share Certificates

Every share certificate shall be executed under a seal or in such other manner
as the board, having regard to the terms of issue and any listing requirements
may authorise, and shall specify the number and class of the shares to which it
relates and the amount or respective amounts paid up on the shares. The board
may by resolution decide, either generally or in any particular case or cases,
that any signatures on any share certificates need not be autographic but may be
applied to the certificates by some mechanical, electronic or other means or may
be printed on them or that the certificates need not be signed by any person.

                                      Lien

 18.     Company's Lien on Shares Not Fully Paid

The company shall have a first and paramount lien on every share (not being a
fully paid share) for all amounts payable to the company (whether presently or
not) in respect of that share. The company's lien on a share shall extend to
every amount payable in respect of it. The board may at any time either
generally or in any particular case waive any lien that has arisen or declare
any share to be wholly or in part exempt from the provisions of this article.

 19.     Enforcing Lien by Sale

The company may sell, in such manner as the board may decide, any share on which
the company has a lien if a sum in respect of which the lien exists is presently
payable and is not paid within 14 clear days after a notice has been served on
the holder of the share or the person who is entitled by transmission to the
share, demanding payment and stating that if the notice is not complied with the
share may be sold. For giving effect to the sale the board may authorise some
person to execute an instrument of transfer of the share sold to or in
accordance with the directions of the purchaser. The transferee shall not be
bound to see to the application of the purchase money, nor shall his title to
the share be affected by any irregularity or invalidity in relation to the sale.

 20.     Application of Proceeds of Sale

The net proceeds, after payment of the costs, of the sale by the company of any
share on which it has a lien shall be applied in or towards payment or discharge
of the debt or liability in respect of which the lien exists so far as it is
presently payable, and any residue shall (subject to a like lien for debts or
liabilities not presently payable as existed upon the share prior to the sale
and upon surrender, if required by the company, for cancellation of the
certificate for the share sold) be paid to the person who was entitled to the
share at the time of the sale.

                                 Calls on Shares

 21.     Calls

Subject to the terms of issue, the board may from time to time make calls upon
the members in respect of any moneys unpaid on their shares (whether on account
of the nominal amount of the shares or by way of premium) and not payable on a
date fixed by or in accordance with the terms of issue, and each member shall
(subject to the company serving upon him at least 14 clear days' notice
specifying when and where payment is to be made) pay to the company as required
by the notice the amount called on his shares. A call may be made payable by
instalments. A call may be revoked or postponed, in whole or in part, as the
board may decide. A person upon whom a call is made shall remain liable for all
calls made upon him notwithstanding the subsequent transfer of the shares in
respect of which the call was made.

 22.     Payment on Calls

A call shall be deemed to have been made at the time when the resolution of the
board authorising the call was passed.

 23.     Liability of Joint Holders

The joint holders of a share shall be jointly and severally liable to pay all
calls in respect of the share.

 24.     Interest Due on Non-Payment

If a call remains unpaid after it has become due and payable, the person from
whom it is due and payable shall pay interest on the amount unpaid from the day
it is due and payable to the time of actual payment at such rate, not exceeding
15 per cent. per annum, as the board may decide, and all expenses that have been
incurred by the company by reason of such non-payment, but the board shall be at
liberty in any case or cases to waive payment of the interest or expenses wholly
or in part.

 25.     Sums Due on Allotment Treated as Calls

Any amount which becomes payable in respect of a share on allotment or on any
other date fixed by or in accordance with the terms of issue, whether in respect
of the nominal amount of the share or by way of premium or as an instalment of a
call, shall be deemed to be a call and, if it is not paid, all the provisions of
these articles shall apply as if the sum had become due and payable by virtue of
a call.

 26.     Power to Differentiate

Subject to the terms of issue, the board may on the issue of shares
differentiate between the allottees or holders as to the amount of calls to be
paid and the times of payment.

 27.     Payment of Calls in Advance

The board may, if it thinks fit, receive from any member who is willing to
advance them all or any part of the moneys uncalled and unpaid upon any shares
held by him and on all or any of the moneys so advanced may (until they would,
but for the advance, become presently payable) pay interest at such rate, not
exceeding (unless the company by ordinary resolution shall otherwise direct) 15
per cent. per annum, as the board may decide.

                              Forfeiture of Shares

 28.     Notice if Call or Instalment Not Paid

If any call or instalment of a call remains unpaid on any share after the day
appointed for payment, the board may at any time serve a notice on the holder
requiring payment of so much of the call or instalment as is unpaid, together
with any interest which may have accrued and any expenses incurred by the
company by reason of such non-payment.

 29.     Form of Notice

The notice shall name a further day (not being less than 14 clear days from the
date of the notice) on or before which, and the place where, the payment
required by the notice is to be made and shall state that in the event of
non-payment on or before the day and at the place appointed, the shares in
respect of which the call has been made or instalment is payable will be liable
to be forfeited. The board may accept the surrender of any share liable to be
forfeited and, in that event, references in these articles to forfeiture shall
include surrender.

 30.     Forfeiture for Non-Compliance with Notice

If the notice is not complied with, any share in respect of which it was given
may, at any time before payment of all calls or instalments and interest and
expenses due in respect of it has been made, be forfeited by a resolution of the
board to that effect and the forfeiture shall include all dividends declared and
other moneys payable in respect of the forfeited shares and not paid before the
forfeiture.

 31.     Notice after Forfeiture

When any share has been forfeited, notice of the forfeiture shall be served upon
the person who was before forfeiture the holder of the share but no forfeiture
shall be invalidated by any omission or neglect to give notice.

 32.     Sale of Forfeited Shares

Until cancelled in accordance with the requirements of the Companies Acts, a
forfeited share shall be deemed to be the property of the company and may be
sold or otherwise disposed of either to the person who was, before forfeiture,
the holder or to any other person upon such terms and in such manner as the
board shall decide. The board may for the purposes of the disposal authorise
some person to execute an instrument of transfer to the designated transferee.
The company may receive the consideration (if any) given for the share on its
disposal. At any time before a sale or disposition the forfeiture may be
cancelled by the board on such terms as the board may decide.

 33.     Arrears to be Paid Notwithstanding Forfeitures

A person whose shares have been forfeited shall cease to be a member in respect
of them and shall surrender to the company for cancellation the certificate for
the forfeited shares but shall remain liable to pay to the company all moneys
which at the date of the forfeiture were payable by him to the company in
respect of those shares with interest thereon at the rate of 15 per cent. per
annum (or such lower rate as the board may decide) from the date of forfeiture
until payment, and the company may enforce payment without being under any
obligation to make any allowance for the value of the shares forfeited or for
any consideration received on their disposal.

 34.     Statutory Declaration as to Forfeiture

A statutory declaration that the declarant is a director of the company or the
secretary and that a share has been forfeited on a specified date shall be
conclusive evidence of the facts stated in it as against all persons claiming to
be entitled to the share. The declaration shall (subject to the execution of an
instrument of transfer if necessary) constitute a good title to the share and
the person to whom the share is sold or otherwise disposed of shall not be bound
to see to the application of the purchase money (if any) nor shall his title to
the share be affected by any irregularity or invalidity in the proceedings
relating to the forfeiture, sale or disposal.

                               Transfer of Shares

 35.     Transfer

               Subject to such of the restrictions of these articles as may be
               applicable:-

                (i)     any member may transfer all or any of his uncertificated
                        shares by means of a relevant system in such manner
                        provided for, and subject as provided in, the
                        Uncertificated Securities Regulations and the rules of
                        any relevant system, and accordingly no provision of
                        these articles shall apply in respect of an
                        uncertificated share to the extent that it requires or
                        contemplates the effecting of a transfer by an
                        instrument in writing or the production of a certificate
                        for the share to be transferred; and

                (ii)    any member may transfer all or any of his certificated
                        shares by an instrument of transfer in any usual form or
                        in any other form which the board may approve.

 36.     Execution of Transfer

The instrument of transfer of a certificated share shall be executed by or on
behalf of the transferor and (in the case of a partly paid share) the
transferee, and the transferor shall be deemed to remain the holder of the share
concerned until the name of the transferee is entered in the register in respect
of it. All instruments of transfer, when registered, may be retained by the
company.

 37.     Rights to Decline Registration of Partly Paid Shares

The board may, in its absolute discretion and without giving any reason for so
doing, decline to register any transfer of any share which is not a fully paid
share, provided that the exercise of such discretion does not prevent dealings
of shares which are admitted to the Official List of the UK Listing Authority or
which are listed on any other recognised stock exchange or the Nasdaq national
market from taking place on an open and proper basis.

 38.     Other Rights to Decline Registration

          (A)  The board may only decline to register a transfer of an
               uncertificated share in the circumstances set out in the
               Uncertificated Securities Regulations, and where, in the case of
               a transfer to joint holders, the number of joint holders to whom
               the uncertificated share is to be transferred exceeds four.

          (B)  The board may decline to register any transfer of a certificated
               share unless:-

               (i)  the instrument of transfer is left at the office or such
                    other place as the board may from time to time determine
                    accompanied (save in the case of a transfer by a person to
                    whom the company is not required by law to issue a
                    certificate and to whom a certificate has not been issued)
                    by the certificate for the share to which it relates and
                    such other evidence as the board may reasonably require to
                    show the right of the person executing the instrument of
                    transfer to make the transfer;

               (ii) the instrument of transfer is in respect of only one class
                    of share; and

              (iii) in the case of a transfer to joint holders, the number of
                    joint holders to whom the share is to be transferred does
                    not exceed four.

 39.     Notice of Refusal

If the board declines to register a transfer of a share it shall, within two
months after the date on which the instrument of transfer was lodged or, in the
case of uncertificated shares, within two months after the date on which the
relevant Operator-instruction is received, send to the transferee notice of the
refusal.

 40.     No Fee for Registration

 No fee shall be charged by the company for registering any transfer, document
or instruction relating to or affecting the title to any share or for making any
other entry in the register.

 41.     Untraced Shareholders

The company may sell any certificated shares in the company on behalf of the
holder of, or person entitled by transmission to, the shares at the best price
reasonably obtainable at the time of sale if:-

        (i)     the shares have been in issue either in certificated or
                uncertificated form throughout the qualifying period and at
                least three cash dividends have become payable on the shares
                during the qualifying period;

        (ii)    no cash dividend payable on the shares has either been claimed
                by presentation to the paying bank of the relevant cheque or
                warrant or been satisfied by the transfer of funds to a bank
                account designated by the holder of, or person entitled by
                transmission to, the shares or by the transfer of funds by means
                of a relevant system at any time during the relevant period;

        (iii)   so far as any director of the company at the end of the relevant
                period is then aware, the company has not at any time during the
                relevant period received any communication from the holder of,
                or person entitled by transmission to, the shares; and

        (iv)    the company has caused two advertisements to be published, one
                in a newspaper with a national circulation and the other in a
                newspaper circulating in the area in which the last known postal
                address of the holder of, or person entitled by transmission to,
                the shares or the postal address at which service of notices may
                be effected under the articles is located, giving notice of its
                intention to sell the shares and a period of three months has
                elapsed from the date of publication of the advertisements or of
                the last of the two advertisements to be published if they are
                published on different dates.

For the purpose of this article:-

         "the qualifying period" means the period of 12 years immediately
         preceding the date of publication of the advertisements referred to in
         sub-paragraph (iv) above or of the first of the two advertisements to
         be published if they are published on different dates; and

         "the relevant period" means the period beginning at the commencement of
         the qualifying period and ending on the date when all the requirements
         of sub-paragraphs (i) to (iv) above have been satisfied.

To give effect to any sale of shares pursuant to this article the board may
authorise some person to transfer the shares in question and an instrument of
transfer executed by that person shall be as effective as if it had been
executed by the holder of, or person entitled by transmission to, the shares.
The purchaser shall not be bound to see to the application of the purchase
moneys nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings relating to the sale. The net proceeds of sale
shall belong to the company and, upon their receipt, the company shall become
indebted to the former holder of, or person entitled by transmission to, the
shares for an amount equal to the net proceeds. No trust shall be created in
respect of the debt and no interest shall be payable in respect of it and the
company shall not be required to account for any moneys earned from the net
proceeds which may be employed in the business of the company or as it thinks
fit.

                             Transmission of Shares

 42.     Transmission on Death

If a member dies, the survivor or survivors, where he was a joint holder, and
his personal representatives, where he was a sole holder or the only survivor of
joint holders, shall be the only persons recognised by the company as having any
title to his shares; but nothing contained in these articles shall release the
estate of a deceased holder from any liability in respect of any share held by
him solely or jointly with other persons.

 43.     Entry of Transmission in Register

Where the entitlement of a person to a share in consequence of the death or
bankruptcy of a member or of any other event giving rise to its transmission by
operation of law is proved to the satisfaction of the board, the board shall
within two months after proof cause the entitlement of that person to be noted
in the register.

 44.     Election of Person Entitled by Transmission

Any person entitled by transmission to a share may, subject as provided
elsewhere in these articles, elect either to become the holder of the share or
to have some person nominated by him registered as the holder. If he elects to
be registered himself he shall give notice to the company to that effect. If he
elects to have another person registered, he shall transfer title to the share
to that person. The board may at any time require the person to elect either to
be registered himself or to transfer the share and if the requirements are not
complied with within 60 days of being issued the board may withhold payment of
all dividends and other moneys payable in respect of the share until the
requirements have been complied with. All the provisions of these articles
relating to the transfer of, and registration of transfers of, shares shall
apply to the notice or transfer as if the death or bankruptcy of the member or
other event giving rise to the transmission had not occurred and the notice or
transfer was given or executed by the member.

 45.     Rights of Person Entitled by Transmission

Where a person becomes entitled by transmission to a share, the rights of the
holder in relation to that share shall cease, but the person entitled by
transmission to the share may give a good discharge for any dividends or other
moneys payable in respect of it and shall have the same rights in relation to
the share as he would have had if he were the holder of it save that, until he
becomes the holder, he shall not be entitled in respect of the share (except
with the authority of the board) to attend or vote at any general meeting of the
company or at any separate general meeting of the holders of any class of shares
in the company or to exercise any other right conferred by membership in
relation to general meetings.

                           Alteration of Share Capital

 46.     Increase, Consolidation, Sub-Division and Cancellation

The company may from time to time by ordinary resolution:-

        (i)     increase its share capital by such sum to be divided into shares
                of such amount as the resolution shall prescribe;

        (ii)    consolidate, or consolidate and then sub-divide, all or any of
                its share capital into shares of larger amount than its existing
                shares;

        (iii)   subject to the Companies Acts, sub-divide its shares or any of
                them into shares of smaller amount and the resolution may
                determine that, as between the shares resulting from the
                sub-division, any of them may have any preference or advantage
                or be subject to any restriction as compared with the others;
                and

        (iv)    cancel any shares which, at the date of the passing of the
                resolution, have not been taken or agreed to be taken by any
                person and diminish the amount of its share capital by the
                amount of the shares so cancelled.

 47.     Fractions

        (A)     Whenever as a result of a consolidation or consolidation and
                sub-division of shares any members would become entitled to
                fractions of a share, the board may deal with the fractions as
                it thinks fit. In particular the board may sell the shares
                representing the fractions for the best price reasonably
                obtainable to any person (including, subject to the provisions
                of the Companies Acts, the company) and distribute the net
                proceeds of sale in due proportion among those members and the
                board may authorise some person to transfer or deliver the
                shares to, or in accordance with the directions of, the
                purchaser. For the purposes of effecting the sale, the board may
                arrange for the shares representing the fractions to be entered
                in the register as certificated shares. The person to whom any
                shares are transferred or delivered shall not be bound to see to
                the application of the purchase money nor shall his title to the
                shares be affected by any irregularity in, or invalidity of, the
                proceedings relating to the sale.

        (B)     Subject to the Companies Acts, when the board consolidates or
                sub-divides shares, it can treat certificated and uncertificated
                shares which a member holds as separate shareholdings.

 48.     Reduction of Capital

Subject to the provisions of the Companies Acts, the company may by special
resolution reduce its share capital, any capital redemption reserve, any share
premium account or any other undistributable reserve in any way.

                                General Meetings

 49.     Extraordinary General Meetings

Any general meeting of the company other than an annual general meeting shall be
called an extraordinary general meeting.

 50.     Annual General Meetings

The board shall convene and the company shall hold general meetings as annual
general meetings in accordance with the requirements of the Companies Acts.

 51.     Convening of Extraordinary General Meetings

The board may convene an extraordinary general meeting whenever it thinks fit.

 52.     Separate General Meetings

The provisions of these articles relating to general meetings shall apply, with
any necessary modifications, to any separate general meeting of the holders of
shares of a class convened otherwise than in connection with the variation or
abrogation of the rights attached to the shares of that class. For this purpose,
a general meeting at which no holder of a share other than an ordinary share
may, in his capacity as a member, attend or vote shall also constitute a
separate general meeting of the holders of the ordinary shares.

                           Notice of General Meetings

 53.     Length of Notice

An annual general meeting and an extraordinary general meeting convened for the
passing of a special resolution or (save as provided by the Companies Acts) a
resolution of which special notice has been given to the company shall be
convened by not less than 21 clear days' notice in writing. All other
extraordinary general meetings shall be convened by not less than 14 clear days'
notice in writing. The notice shall specify the place, day and time of the
meeting, and the general nature of the business to be transacted. Notice of
every general meeting shall be given to all members other than any who, under
the provisions of these articles or the terms of issue of the shares they hold,
are not entitled to receive such notices from the company, and also to the
auditors or, if more than one, each of them. References in this article to
notice in writing include the use of electronic communications and publication
on a web site in accordance with the Companies Acts.

 54.     Omission or Non-Receipt of Notice

The accidental omission to give any notice of a meeting or the accidental
omission to send any document relating to any meeting to, or the non-receipt of
any such notice or document by, any person entitled to receive the notice or
document shall not invalidate the proceedings at that meeting.

 55.     Postponement of General Meetings

If the board, in its absolute discretion, considers that it is impractical or
unreasonable for any reason to hold a general meeting on the date or at the time
or place specified in the notice calling the general meeting, it may postpone or
move the general meeting to another date, time and/or place. The board shall
take reasonable steps to ensure that notice of the date, time and place of the
postponed meeting is given to any member trying to attend the meeting at the
original time and place. Notice of the date, time and place of the postponed
meeting shall, if practicable, also be placed in at least two national
newspapers in the United Kingdom. Notice of the business to be transacted at
such postponed meeting shall not be required. If a meeting is rearranged in this
way, the appointment of a proxy will be valid if it is delivered as required by
these articles not less than 48 hours before the time appointed for holding the
postponed meeting. The board may also postpone or move the re-arranged meeting
under this article.

                         Proceedings at General Meetings

 56.     Quorum

No business shall be transacted at any general meeting unless a quorum is
present when the meeting proceeds to business, but the absence of a quorum shall
not preclude the choice or appointment of a chairman which shall not be treated
as part of the business of the meeting. Save as otherwise provided by these
articles, two members present in person or by proxy and entitled to vote shall
be a quorum for all purposes.

 57.     Procedure if Quorum Not Present

If within five minutes (or such longer time not exceeding one hour as the
chairman of the meeting may decide to wait) after the time appointed for the
commencement of the meeting a quorum is not present, the meeting, if convened by
or upon the requisition of members, shall be dissolved. In any other case it
shall stand adjourned to such other day (being not less than three nor more than
28 days later) and at such other time or place as may have been specified for
the purpose in the notice convening the meeting. Where no such arrangements have
been so specified, the meeting shall stand adjourned to such other day (being
not less than ten nor more than 28 days later) and at such other time or place
as the chairman of the meeting may decide and, in this case, the company shall
give not less than seven clear days' notice in writing of the adjourned meeting.
References in this article to notice in writing include the use of electronic
communications and publication on a web site in accordance with the Companies
Acts. At any adjourned meeting one member present in person or by proxy
(whatever the number of shares held by him) shall be a quorum and any notice of
an adjourned meeting shall state that one member present in person or by proxy
(whatever the number of shares held by him) shall be a quorum.

 58.     Security Arrangements

The board may direct that persons wishing to attend any general meeting should
submit to such searches or other security arrangements or restrictions as the
board shall consider appropriate in the circumstances and shall be entitled in
its absolute discretion to, or to authorise some one or more persons who shall
include a director or the secretary or the chairman of the meeting to, refuse
entry to, or to eject from, such general meeting any person who fails to submit
to such searches or otherwise to comply with such security arrangements or
restrictions.

 59.     Chairman of General Meeting

The chairman (if any) of the board or, in his absence, the deputy chairman (if
any) shall preside as chairman at every general meeting. If more than one deputy
chairman is present they shall agree amongst themselves who is to take the chair
or, if they cannot agree, the deputy chairman who has been in office as a
director longest shall take the chair. If there is no chairman or deputy
chairman, or if at any meeting neither the chairman nor any deputy chairman is
present within five minutes after the time appointed for the commencement of the
meeting, or if neither the chairman nor any deputy chairman is willing to act as
chairman, the directors present shall choose one of their number to act, or if
one director only is present he shall preside as chairman if willing to act. If
no director is present, or if each of the directors present declines to take the
chair, the persons present and entitled to vote shall appoint one of their
number to be chairman.

 60.     Orderly Conduct

The chairman shall take such action or give directions for such action to be
taken as he thinks fit to promote the orderly conduct of the business of the
meeting as laid down in the notice of the meeting. The chairman's decision on
points of order, matters of procedure or arising incidentally from the business
of the meeting shall be final as shall be his determination as to whether any
point or matter is of such a nature.

 61.     Entitlement to Attend and Speak

Each director shall be entitled to attend and speak at any general meeting of
the company. The chairman may invite any person to attend and speak at any
general meeting of the company where he considers that this will assist in the
deliberations of the meeting.

 62.     Adjournments

The chairman may at any time without the consent of the meeting adjourn any
meeting (whether or not it has commenced or a quorum is present) either sine die
or to another time or place where it appears to him that (a) the members wishing
to attend cannot be conveniently accommodated in the place appointed for the
meeting (b) the conduct of persons present prevents or is likely to prevent the
orderly continuation of business or (c) an adjournment is otherwise necessary so
that the business of the meeting may be properly conducted. In addition, the
chairman may at any time with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meeting either
sine die or to another time or place. When a meeting is adjourned sine die the
time and place for the adjourned meeting shall be fixed by the board. No
business shall be transacted at any adjourned meeting except business which
might properly have been transacted at the meeting had the adjournment not taken
place.

 63.     Notice of Adjournment

When a meeting is adjourned for three months or more, or sine die, notice of the
adjourned meeting shall be given as in the case of an original meeting. Except
where these articles otherwise require, it shall not be necessary to give any
notice of an adjourned meeting or of the business to be transacted at an
adjourned meeting.

                                   Amendments

 64.     Amendments to Resolutions

In the case of a resolution duly proposed as a special or extraordinary
resolution no amendment thereto (other than an amendment to correct a patent
error) may be considered or voted upon and in the case of a resolution duly
proposed as an ordinary resolution no amendment thereto (other than an amendment
to correct a patent error) may be considered or voted upon unless either at
least 48 hours prior to the time appointed for holding the meeting or adjourned
meeting at which such ordinary resolution is to be proposed notice in writing of
the terms of the amendment and intention to move the same has been lodged at the
office or the chairman in his absolute discretion decides that it may be
considered or voted upon.

 65.     Amendments Ruled Out of Order

If an amendment shall be proposed to any resolution under consideration but
shall be ruled out of order by the chairman of the meeting the proceedings on
the substantive resolution shall not be invalidated by any error in such ruling.

                                     Voting

 66.     Votes of Members

Subject to any special terms as to voting upon which any shares may be issued or
may for the time being be held and to any other provisions of these articles, on
a show of hands every member who is present in person at a general meeting of
the company shall have one vote. Proxies cannot vote on a show of hands. On a
poll every member who is present in person or by proxy shall have one vote for
every share of which he is the holder.

 67.     Method of Voting

At any general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless (before or on the declaration of the result of
the show of hands or on the withdrawal of any other demand for a poll) a poll is
properly demanded. Subject to the Companies Acts, a poll may be demanded by:-

        (i)     the chairman of the meeting; or

        (ii)    at least five members present in person or by proxy and entitled
                to vote; or

        (iii)   any member or members present in person or by proxy and
                representing in the aggregate not less than one-tenth of the
                total voting rights of all the members having the right to
                attend and vote at the meeting; or

        (iv)    any member or members present in person or by proxy and holding
                shares conferring a right to attend and vote at the meeting on
                which there have been paid up sums in the aggregate equal to not
                less than one-tenth of the total sum paid up on all the shares
                conferring that right.

Unless a poll is so demanded and the demand is not withdrawn, a declaration by
the chairman that a resolution on a show of hands has been carried or carried
unanimously or by a particular majority or not carried by a particular majority
or lost shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded for or against the resolution.

 68.     Procedure if Poll Demanded

If a poll is properly demanded it shall be taken in such manner as the chairman
shall direct. The result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.

 69.     When Poll to be Taken

A poll demanded on the election of a chairman, or on a question of adjournment,
shall be taken forthwith. A poll demanded on any other question shall be taken
either forthwith or on such date (being not later than 30 days after the date of
the demand) and at such time and place as the chairman shall direct. It shall
not be necessary (unless the chairman otherwise directs) for notice to be given
of a poll.

 70.     Continuance of Other Business after Poll Demand

The demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll was
demanded, and it may be withdrawn with the consent of the chairman at any time
before the close of the meeting or the taking of the poll, whichever is the
earlier, and in that event shall not invalidate the result of a show of hands
declared before the demand was made.

 71.     Votes on a Poll

On a poll votes may be given either personally or by proxy. A member may appoint
more than one proxy to attend on the same occasion.

 72.     Casting Vote of Chairman

In the case of an equality of votes at a general meeting, whether on a show of
hands or on a poll, the chairman shall be entitled to an additional or casting
vote.

 73.     Votes of Joint Holders

In the case of joint holders of a share the vote of the senior who tenders a
vote, whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders and, for this purpose, seniority shall be
determined by the order in which the names stand in the register in respect of
the joint holding.

 74.     Voting on Behalf of Incapable Member

A member in respect of whom an order has been made by any competent court or
official on the ground that he is or may be suffering from mental disorder or is
otherwise incapable of managing his affairs may vote at any general meeting of
the company or at any separate general meeting of the holders of any class of
shares in the company and may exercise any other right conferred by membership
in relation to general meetings by or through any person authorised in such
circumstances to do so on his behalf (and that person may vote on a poll by
proxy), provided that evidence to the satisfaction of the board of the authority
of the person claiming to exercise the right to vote or such other right has
been received at the office (or at such other place as may be specified in
accordance with these articles for the receipt of appointments of a proxy in
writing which are not electronic communications)not later than the last time at
which such an appointment should have been received in order to be valid for use
at that meeting or on the holding of that poll.

 75.     No Right to Vote where Sums Overdue on Shares

No member shall, unless the board otherwise decides, be entitled in respect of
any share held by him to vote (either personally or by proxy) at any general
meeting of the company or at any separate general meeting of the holders of any
class of shares in the company or to exercise any other right conferred by
membership in relation to general meetings unless all calls or other sums
presently payable by him in respect of that share have been paid.

 76.     Objections or Errors in Voting

If:-

        (i)     any objection shall be raised to the qualification of any voter,
                or

        (ii)    any votes have been counted which ought not to have been counted
                or which might have been rejected, or

        (iii)   any votes are not counted which ought to have been counted,

the objection or error shall not vitiate the decision of the meeting or
adjourned meeting on any resolution unless it is raised or pointed out at the
meeting or, as the case may be, the adjourned meeting at which the vote objected
to is given or tendered or at which the error occurs. Any objection or error
shall be referred to the chairman and shall only vitiate the decision of the
meeting on any resolution if the chairman decides that the same may have
affected the decision of the meeting. The decision of the chairman on such
matters shall be conclusive.

                                     Proxies

 77.     Appointment of Proxies

The appointment of a proxy shall be in writing signed by the appointor or his
duly authorised attorney or, if the appointor is a corporation, shall either be
executed under its seal or signed by an officer, attorney or other person
authorised to sign it. In this article references to in writing include the use
of electronic communications subject to such terms and conditions as the board
may decide.

 78.     Receipt of Proxies

The appointment of a proxy must:

        (i)     in the case of an appointment which is not contained in an
                electronic communication, be received at the office (or such
                other place in the United Kingdom as may be specified in the
                notice convening the meeting or in any notice of any adjournment
                or, in either case, in any accompanying document) not less than
                48 hours before the time appointed for holding the meeting or
                adjourned meeting at which the person named in the appointment
                proposes to vote together with (if required by the board) any
                authority under which it is made or a copy of the authority,
                certified notarially or in accordance with the Powers of
                Attorney Act 1971 or in some other manner approved by the board;

        (ii)    in the case of an appointment contained in an electronic
                communication, where an address has been specified for the
                purpose of receiving electronic communications in the notice
                convening the meeting or in any notice of any adjournment or, in
                either case, in any accompanying document, be received at such
                address not less than 48 hours before the time appointed for
                holding the meeting or adjourned meeting at which the person
                named in the appointment proposes to vote. Any authority
                pursuant to which an appointment contained in an electronic
                communication is made or a copy of the authority, certified
                notarially or in accordance with the Powers of Attorney Act 1971
                or in some other manner approved by the board, must, if required
                by the board, be received at the office (or such other place in
                the United Kingdom as may be specified in the notice convening
                the meeting or in any notice of any adjournment or, in either
                case, in any accompanying document) not less than 48 hours
                before the time appointed for holding the meeting or adjourned
                meeting at which the person named in the appointment proposes to
                vote; or

        (iii)   in the case of a poll taken subsequently to the date of the
                meeting or adjourned meeting, be received as aforesaid not less
                than 24 hours before the time appointed for the taking of the
                poll,

         and an appointment of a proxy which is not received in a manner so
         permitted shall be invalid. When two or more valid but differing
         appointments of a proxy are received in respect of the same share for
         use at the same meeting, the one which is last received (regardless of
         its date or of the date of its signature)shall be treated as replacing
         and revoking the others as regards that share; if the company is unable
         to determine which was last received, none of them shall be treated as
         valid in respect of that share. The appointment of a proxy shall not
         preclude a member from attending and voting in person at the meeting or
         poll concerned.

 79.     Maximum Validity of Proxy

No appointment of a proxy shall be valid after 12 months have elapsed from the
date of its receipt save that, unless the contrary is stated in it, an
appointment of a proxy shall be valid for use at an adjourned meeting or a poll
after a meeting or an adjourned meeting even after 12 months, if it was valid
for the original meeting.

 80.     Form of Proxy

The appointment of a proxy shall be in any usual form or in such other form as
the board may approve and the board may, if it thinks fit, but subject to the
provisions of the Companies Acts, send with the notice of any meeting forms of
appointment of a proxy for use at the meeting. The appointment of a proxy shall
be deemed to confer authority to demand or join in demanding a poll and to vote
on any amendment of a resolution put to the meeting for which it is given as the
proxy thinks fit. The appointment of a proxy shall, unless the contrary is
stated in it, be valid as well for any adjournment of the meeting as for the
meeting to which it relates.

 81.     Cancellation of Proxy's Authority

A vote given or poll demanded by a proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the previous
determination of the authority of the person voting or demanding a poll, unless
notice in writing of the determination was received by the company at the office
(or such other place or address as was specified by the company for the receipt
of appointments of proxy in the notice convening the meeting or in any notice of
any adjournment or, in either case, in any accompanying document) not later than
the last time at which an appointment of a proxy should have been received in
order to be valid for use at the meeting or on the holding of the poll at which
the vote was given or the poll demanded. In this article references to in
writing include the use of electronic communications subject to such terms and
conditions as the board may decide.

                Appointment, Retirement and Removal of Directors

 82.     Number of Directors

Unless otherwise determined by ordinary resolution of the company, the directors
(disregarding alternate directors) shall be not less than two nor more than 12
in number.

 83.     Age of Directors

No person shall be disqualified from being appointed or elected as a director,
and no director shall be required to vacate that office, by reason only of the
fact that he has attained the age of 70 years or any other age. It shall not be
necessary by reason of a person's age to give special notice under the Companies
Acts of any resolution in connection with his election. However, any director
who is of the age of 70 or more shall retire in accordance with these articles.
Where the board convenes any general meeting of the company at which (to the
knowledge of the board) a director will be proposed for election or re-election
who at the date for which the meeting is convened will have attained the age of
70 years or more, the board shall give notice of his age in years in the notice
convening the meeting or in any document accompanying the notice, but the
accidental omission to do so shall not invalidate any proceedings, or any
election or re-election of that director, at that meeting.

 84.     Directors' Shareholding Qualification

No shareholding qualification for directors shall be required.

 85.     Power of Company to Elect Directors

Subject to the provisions of these articles, the company may by ordinary
resolution elect any person who is willing to act to be a director, either to
fill a vacancy or as an addition to the existing board, but so that the total
number of directors shall not at any time exceed any maximum number fixed by or
in accordance with these articles.

 86.     Power of Board to Appoint Directors

Without prejudice to the power of the company in general meeting pursuant to any
of the provisions of these articles to appoint any person to be a director, the
board may appoint any person who is willing to act to be a director, either to
fill a vacancy or as an addition to the existing board, but so that the total
number of directors shall not at any time exceed any maximum number fixed by or
in accordance with these articles. Any director so appointed shall retire at the
next annual general meeting and shall then be eligible for election but shall
not be taken into account in determining the directors or the number of
directors who are to retire by rotation at that meeting.

 87.     Number to Retire by Rotation

At every annual general meeting a minimum of one-third of the directors shall
retire from office, save that if their number is not three or any multiple of
three then the minimum number required to retire shall be the number nearest to
and less than one-third. If there are fewer than three directors they shall all
retire.

 88.     Identity of Directors to Retire

The directors to retire by rotation on each occasion shall be those of the
directors who held office at the time of the two preceding annual general
meetings and who did not retire at either of them. If the number of directors so
retiring is less than the minimum number required by these articles to retire by
rotation, additional directors up to that number shall also retire. The
additional directors to retire shall be those of the directors who have been
longest in office since they were last elected; but, as between persons who were
last elected on the same day, those to retire shall (unless they otherwise agree
among themselves) be determined by lot. In addition, a director who would not
otherwise be required to retire shall retire if he is aged 70 or more at the
date of the meeting. The directors to retire on each occasion (both as to number
and identity) shall be determined by the composition of the board at start of
business on the date of the notice convening the annual general meeting and no
director shall be required to retire or be relieved from retiring by reason of
any change in the number or identity of the directors after that time on the
date of the notice but before the close of the meeting.

 89.     Filling Vacancies

Subject to the provisions of these articles, at the meeting at which a director
retires the company can pass an ordinary resolution to re-elect the director or
to elect some other eligible person in his place.

 90.     Power of Removal by Special Resolution

In addition to any power of removal conferred by the Companies Acts, the company
may by special resolution remove any director before the expiration of his
period of office and may (subject to these articles) by ordinary resolution
appoint another person who is willing to act to be a director in his place.

 91.     Persons Eligible as Directors

No person other than a director retiring at the meeting (whether by rotation or
otherwise) shall be elected or re-elected a director at any general meeting
unless:-

        (i)     he is recommended by the board; or

        (ii)    not less than seven nor more than 42 days before the day
                appointed for the meeting, notice in writing by a member
                qualified to vote at the meeting (not being the person to be
                proposed) has been given to the secretary of the intention to
                propose that person for appointment or reappointment together
                with confirmation in writing by that person of his willingness
                to be elected or re-elected.

 92.     Position of Retiring Directors

A director who retires (whether by rotation or otherwise) at an annual general
meeting may, if willing to continue to act, be elected or re-elected. If he is
not elected or re-elected, he shall retain office until the meeting elects
someone in his place or, if it does not do so, until the end of the meeting.

 93.     Vacation of Office by Directors

Without prejudice to the provisions for retirement by rotation or otherwise
contained in these articles, the office of a director shall be vacated if:-

        (i)     he resigns his office by notice in writing delivered to or
                received at the office or tendered at a meeting of the board; or

        (ii)    by notice in writing delivered to or received at the office or
                tendered at a meeting of the board he offers to resign and the
                board resolves to accept such offer; or

        (iii)   by notice in writing delivered to or received at the office or
                tendered at a meeting of the board, his resignation is requested
                by all of the other directors and all of the other directors are
                not less than three in number; or

        (iv)    he is or has been suffering from mental ill health or becomes a
                patient for the purpose of any statute relating to mental health
                and the board resolves that his office is vacated; or

        (v)     he is absent without the permission of the board from meetings
                of the board (whether or not an alternate director appointed by
                him attends) for six consecutive months and the board resolves
                that his office is vacated; or

        (vi)    he becomes bankrupt or compounds with his creditors generally;
                or

        (vii)   he is prohibited by law from being a director; or

        (viii)  he ceases to be a director by virtue of the Companies Acts or is
                removed from office pursuant to these articles.

         If the office of a director is vacated for any reason, he shall cease
         to be a member of any committee or sub-committee of the board. In this
         article references to in writing include the use of electronic
         communications subject to such terms and conditions as the board may
         decide.

 94.     Alternate Directors

        (A)     Each director may appoint any person to be his alternate and may
                at his discretion remove an alternate director so appointed. If
                the alternate director is not already a director, the
                appointment, unless previously approved by the board, shall have
                effect only upon and subject to its being so approved. Any
                appointment or removal of an alternate director shall be
                effected by notice in writing signed by the appointor and
                delivered to or received at the office or tendered at a meeting
                of the board, or in any other manner approved by the board. An
                alternate director shall be entitled to receive notice of all
                meetings of the board or of committees of the board of which his
                appointor is a member. He shall also be entitled to attend and
                vote as a director at any such meeting at which the director
                appointing him is not personally present and at such meeting to
                exercise and discharge all the functions, powers, rights and
                duties of his appointor as a director and for the purposes of
                the proceedings at such meeting the provisions of these articles
                shall apply as if he were a director.

        (B)     Every person acting as an alternate director shall (except as
                regards power to appoint an alternate and remuneration) be
                subject in all respects to the provisions of these articles
                relating to directors and shall during his appointment be an
                officer of the company. An alternate director shall alone be
                responsible to the company for his acts and defaults and shall
                not be deemed to be the agent of or for the director appointing
                him. An alternate director may be paid expenses and shall be
                entitled to be indemnified by the company to the same extent as
                if he were a director. An alternate director shall not be
                entitled to receive from the company any fee in his capacity as
                an alternate director but the company shall, if so requested in
                writing by the appointor, pay to the alternate director any part
                of the fees or remuneration otherwise due to the appointor.

        (C)     A director or any other person may act as an alternate director
                to represent more than one director. Every person acting as an
                alternate director shall have one vote for each director for
                whom he acts as alternate, in addition to his own vote if he is
                also a director but he shall count as only one for the purposes
                of determining whether a quorum is present. Signature by an
                alternate director of any resolution in writing of the board or
                a committee of the board shall, unless the notice of his
                appointment provides to the contrary, be as effective as
                signature by his appointor.

        (D)     An alternate director shall automatically cease to be an
                alternate director if his appointor ceases for any reason to be
                a director except that, if at any meeting any director retires
                by rotation or otherwise but is reappointed or deemed to be
                reappointed at the same meeting, any appointment made by him
                pursuant to this article which was in force immediately before
                his retirement shall remain in force as though he had not
                retired.

        (E)     In this article references to in writing include the use of
                electronic communications subject to such terms and conditions
                as the board may decide.

 95.     Executive Directors

The board or any committee authorised by the board may from time to time appoint
one or more directors to hold any employment or executive office with the
company for such period (subject to the provisions of the Companies Acts) and
upon such other terms as the board or any committee authorised by the board may
in its discretion decide and may revoke or terminate any appointment so made.
Any revocation or termination of the appointment shall be without prejudice to
any claim for damages that the director may have against the company or the
company may have against the director for any breach of any contract of service
between him and the company which may be involved in the revocation or
termination. A director so appointed shall receive such remuneration (whether by
way of salary, commission, participation in profits or otherwise) as the board
or any committee authorised by the board may decide, and either in addition to
or in lieu of his remuneration as a director.

                    Fees, Remuneration, Expenses and Pensions

 96.     Directors' Fees

Each of the directors shall be paid a fee at such rate as may from time to time
be determined by the board provided that the aggregate of all fees so paid to
directors (excluding amounts payable under any other provision of these
articles) shall not exceed (pound)750,000 per annum or such higher amount as may
from time to time be decided by ordinary resolution of the company.

 97.     Additional Remuneration

Any director who performs services which in the opinion of the board or any
committee authorised by the board go beyond the ordinary duties of a director
may be paid such extra remuneration (whether by way of salary, commission,
participation in profits or otherwise) as the board or any committee authorised
by the board may in its discretion decide in addition to any remuneration
provided for by or pursuant to any other article.

 98.     Expenses

Each director may be paid his reasonable travelling, hotel and incidental
expenses of attending and returning from meetings of the board or committees of
the board or general meetings of the company or any other meeting which as a
director he is entitled to attend and shall be paid all other costs and expenses
properly and reasonably incurred by him in the conduct of the company's business
or in the discharge of his duties as a director.

 99.     Pensions and Gratuities for Directors

The board or any committee authorised by the board may exercise all the powers
of the company to provide benefits, either by the payment of gratuities or
pensions or by insurance or in any other manner whether similar to the foregoing
or not, for any director or former director or the relations, or dependants of,
or persons connected to, any director or former director provided that no
benefits (except such as may be provided for by any other article) may be
granted to or in respect of a director or former director who has not been
employed by, or held an executive office or place of profit under, the company
or any body corporate which is or has been its subsidiary undertaking or any
predecessor in business of the company or any such body corporate without the
approval of an ordinary resolution of the company. No director or former
director shall be accountable to the company or the members for any benefit
provided pursuant to this article and the receipt of any such benefit shall not
disqualify any person from being or becoming a director of the company.

                              Directors' Interests

 100.    Permitted Interests and Voting

        (A)     Subject to the provisions of the Companies Acts and of paragraph
                (J) of this article, no director or proposed or intending
                director shall be disqualified by his office from contracting
                with the company, either with regard to his tenure of any office
                or place of profit or as vendor, purchaser or in any other
                manner whatever, nor shall any contract in which any director is
                in any way interested be liable to be avoided, nor shall any
                director who is so interested be liable to account to the
                company or the members for any remuneration, profit or other
                benefit realised by the contract by reason of the director
                holding that office or of the fiduciary relationship thereby
                established.

        (B)     A director may hold any other office or place of profit with the
                company (except that of auditor) in conjunction with his office
                of director for such period (subject to the provisions of the
                Companies Acts) and upon such other terms as the board may
                decide, and may be paid such extra remuneration for so doing
                (whether by way of salary, commission, participation in profits
                or otherwise) as the board or any committee authorised by the
                board may decide, and either in addition to or in lieu of any
                remuneration provided for by or pursuant to any other article.

        (C)     A director may be or become a director or other officer of, or
                otherwise interested in, any company promoted by the company or
                in which the company may be interested or as regards which it
                has any power of appointment, and shall not be liable to account
                to the company or the members for any remuneration, profit or
                other benefit received by him as a director or officer of or
                from his interest in the other company. The board may also cause
                any voting power conferred by the shares in any other company
                held or owned by the company or any power of appointment to be
                exercised in such manner in all respects as it thinks fit,
                including the exercise of the voting power or power of
                appointment in favour of the appointment of the directors or any
                of them as directors or officers of the other company, or in
                favour of the payment of remuneration to the directors or
                officers of the other company.

        (D)     A director may act by himself or his firm in a professional
                capacity for the company (otherwise than as auditor) and he or
                his firm shall be entitled to remuneration for professional
                services as if he were not a director.

        (E)     A director shall not vote on or be counted in the quorum in
                relation to any resolution of the board concerning his own
                appointment, or the settlement or variation of the terms or the
                termination of his own appointment, as the holder of any office
                or place of profit with the company or any other company in
                which the company is interested but, where proposals are under
                consideration concerning the appointment, or the settlement or
                variation of the terms or the termination of the appointment, of
                two or more directors to offices or places of profit with the
                company or any other company in which the company is interested,
                a separate resolution may be put in relation to each director
                and in that case each of the directors concerned shall be
                entitled to vote and be counted in the quorum in respect of each
                resolution unless it concerns his own appointment or the
                settlement or variation of the terms or the termination of his
                own appointment or the appointment of another director to an
                office or place of profit with a company in which the company is
                interested and the director seeking to vote or be counted in the
                quorum owns one per cent. or more of it.

        (F)     Save as otherwise provided by these articles, a director shall
                not vote on, or be counted in the quorum in relation to, any
                resolution of the board in respect of any contract in which he
                has an interest which (taken together with any interest of any
                person connected with him) is to his knowledge a material
                interest and, if he shall do so, his vote shall not be counted,
                but this prohibition shall not apply to any resolution where
                that material interest arises only from one or more of the
                following matters:-

                (i)     the giving to him of any guarantee, indemnity or
                        security in respect of money lent or obligations
                        undertaken by him or by any other person at the request
                        of or for the benefit of the company or any of its
                        subsidiary undertakings;

                (ii)    the giving to a third party of any guarantee, indemnity
                        or security in respect of a debt or obligation of the
                        company or any of its subsidiary undertakings for which
                        he himself has assumed responsibility in whole or in
                        part under a guarantee or indemnity or by the giving of
                        security;

                (iii)   where the company or any of its subsidiary undertakings
                        is offering securities in which offer the director is or
                        may be entitled to participate as a holder of securities
                        or in the underwriting or sub-underwriting of which the
                        director is to participate;

                (iv)    any contract in which he is interested by virtue of his
                        interest in shares or debentures or other securities of
                        the company or by reason of any other interest in or
                        through the company;

                (v)     any contract concerning any other company (not being a
                        company in which the director owns one per cent. or
                        more) in which he is interested directly or indirectly
                        whether as an officer, shareholder, creditor or
                        otherwise howsoever;

                (vi)    any contract concerning the adoption, modification or
                        operation of a pension fund, superannuation or similar
                        scheme or retirement, death or disability benefits
                        scheme or employees' share scheme which relates both to
                        directors and employees of the company or of any of its
                        subsidiary undertakings and does not provide in respect
                        of any director as such any privilege or advantage not
                        accorded to the employees to which the fund or scheme
                        relates;

                (vii)   any contract for the benefit of employees of the company
                        or of any of its subsidiary undertakings under which he
                        benefits in a similar manner to the employees and which
                        does not accord to any director as such any privilege or
                        advantage not accorded to the employees to whom the
                        contract relates; and

                (viii)  any contract for the purchase or maintenance of
                        insurance against any liability for, or for the benefit
                        of, any director or directors or for, or for the benefit
                        of, persons who include directors.

        (G)     A company shall be deemed to be one in which a director owns one
                per cent. or more if and so long as (but only if and so long as)
                he, taken together with any person connected with him, is to his
                knowledge (either directly or indirectly) the holder of or
                beneficially interested in one per cent. or more of any class of
                the equity share capital of that company or of the voting rights
                available to members of that company. For the purpose of this
                paragraph of this article there shall be disregarded any shares
                held by the director or any such person as bare or custodian
                trustee and in which he has no beneficial interest, any shares
                comprised in a trust in which his, or any such person's,
                interest is in reversion or remainder if and so long as some
                other person is entitled to receive the income of the trust and
                any shares comprised in an authorised unit trust scheme in which
                he, or any such person, is interested only as a unit holder.

        (H)     Where a company in which a director owns one per cent. or more
                is materially interested in a contract, he also shall be deemed
                materially interested in that contract.

        (I)     If any question shall arise at any meeting of the board as to
                the materiality of the interest of a director (other than the
                chairman of the meeting) or as to the entitlement of any
                director (other than the chairman of the meeting) to vote or be
                counted in the quorum and the question is not resolved by his
                voluntarily agreeing to abstain from voting or not to be counted
                in the quorum, the question shall be referred to the chairman of
                the meeting and his ruling in relation to the director concerned
                shall be conclusive except in a case where the nature or extent
                of his interest (so far as it is known to him) has not been
                fairly disclosed to the board. If any question shall arise in
                respect of the chairman of the meeting, the question shall be
                decided by a resolution of the board (for which purpose the
                chairman shall be counted in the quorum but shall not vote on
                the matter) and the resolution shall be conclusive except in a
                case where the nature or extent of the interest of the chairman
                (so far as it is known to him) has not been fairly disclosed to
                the board.

        (J)     A director who to his knowledge is in any way, whether directly
                or indirectly, interested in a contract with the company shall
                declare the nature of his interest at the meeting of the board
                at which the question of entering into the contract is first
                taken into consideration, if he knows his interest then exists,
                or in any other case at the first meeting of the board after he
                knows that he is or has become so interested. For the purposes
                of this article, a general notice to the board by a director to
                the effect that (a) he is a member of a specified company or
                firm and is to be regarded as interested in any contract which
                may after the date of the notice be made with that company or
                firm or (b) he is to be regarded as interested in any contract
                which may after the date of the notice be made with a specified
                person who is connected with him, shall be deemed to be a
                sufficient declaration of interest under this article in
                relation to any such contract; provided that no such notice
                shall be effective unless either it is given at a meeting of the
                board or the director takes reasonable steps to secure that it
                is brought up and read at the next board meeting after it is
                given.

        (K)     References in this article to a contract include references to
                any proposed contract and to any transaction or arrangement
                whether or not constituting a contract.

        (L)     Subject to the provisions of the Companies Acts, the company may
                by ordinary resolution suspend or relax the provisions of this
                article to any extent or ratify any contract not properly
                authorised by reason of a contravention of this article.

                         Powers and Duties of the Board

 101.    General Powers of Company Vested in Board

Subject to the provisions of the Companies Acts, the memorandum of association
of the company and these articles and to any directions given by the company in
general meeting by special resolution, the business of the company shall be
managed by the board which may exercise all the powers of the company whether
relating to the management of the business of the company or not. No alteration
of the memorandum of association or these articles and no special resolution
shall invalidate any prior act of the board which would have been valid if that
alteration had not been made or that resolution had not been passed. The powers
given by this article shall not be limited by any special power given to the
board by any other article.

 102.    Borrowing Powers

        (A)     The board may exercise all the powers of the company to borrow
                money and to mortgage or charge all or any part of the
                undertaking, property and assets (present and future) and
                uncalled capital of the company, to issue debentures and other
                securities and to give security, whether outright or as
                collateral security, for any debt, liability or obligation of
                the company or of any third party.

        (B)     The board shall restrict the borrowings of the company and
                exercise all voting and other rights or powers of control
                exercisable by the company in relation to its subsidiary
                undertakings (if any) so as to secure (but as regards subsidiary
                undertakings only in so far as by the exercise of the rights or
                powers of control the board can secure) that the aggregate
                principal amount from time to time outstanding of all borrowings
                by the group (exclusive of borrowings owing by one member of the
                group to another member of the group) shall not at any time
                without the previous sanction of an ordinary resolution of the
                company exceed an amount equal to three times the adjusted
                capital and reserves.

                  For the purposes of this paragraph of this article:-

                (i)     "the adjusted capital and reserves" means the aggregate
                        from time to time of:-

                        (a)     the amount paid up on the issued share capital
                                of the company,

                        (b)     the amount standing to the credit of the
                                reserves of the company including any share
                                premium account, capital redemption reserve and
                                credit balance on profit and loss account,

                        all as shown by the then latest audited balance sheet
                        but after

                        (c)     deducting from the aggregate any debit balance
                                on profit and loss account subsisting at the
                                date of that audited balance sheet except to the
                                extent that a deduction has already been made on
                                that account, and

                        (d)     making such adjustments as may be appropriate to
                                reflect any variation in the amount of the paid
                                up share capital, share premium account, capital
                                redemption reserve or other reserve since the
                                date of the audited balance sheet;

                (ii)    "borrowings include not only borrowings but also the
                        following except in so far as otherwise taken into
                        account:-

                        (a)     the nominal amount of any issued and paid up
                                share capital (other than equity share capital)
                                of any subsidiary undertaking beneficially owned
                                otherwise than by a member of the group,

                        (b)     the nominal amount of any other issued and paid
                                up share capital and the principal amount of any
                                debentures or borrowed moneys which is not for
                                the time being beneficially owned by a member of
                                the group, the redemption or repayment of which
                                is the subject of a guarantee or indemnity by a
                                member of the group or which any member of the
                                group may be required to purchase,

                        (c)     the outstanding amount raised by acceptances by
                                any bank or accepting house under any acceptance
                                credit opened on behalf of and in favour of any
                                member of the group,

                        (d)     the principal amount of any debenture (whether
                                secured or unsecured) of a member of the group
                                beneficially owned otherwise than by a member of
                                the group,

                        (e)     any fixed or minimum premium payable by a member
                                of the group on final repayment of any borrowing
                                or deemed borrowing, and

                        (f)     the minority proportion of moneys borrowed by a
                                member of the group and owing to a partly-owned
                                subsidiary undertaking;

                        but do not include:-

                        (g)     borrowings incurred by any member of the group
                                for the purpose of repaying within six months of
                                the borrowing the whole or any part of any
                                borrowings of that or any other member of the
                                group for the time being outstanding, pending
                                their application for that purpose within that
                                period,

                        (h)     borrowings incurred by any member of the group
                                for the purpose of financing any contract in
                                respect of which any part of the price
                                receivable under the contract by that or any
                                other member of the group is guaranteed or
                                insured by the Export Credits Guarantee
                                Department or by any other governmental
                                department or agency fulfilling a similar
                                function, up to an amount equal to that part of
                                the price receivable under the contract which is
                                so guaranteed or insured,

                        (i)     borrowings of, or amounts secured on assets of,
                                an undertaking which became a subsidiary
                                undertaking of the company after the date as at
                                which the latest audited balance sheet was
                                prepared, to the extent their amount does not
                                exceed their amount immediately after it became
                                such a subsidiary undertaking, or

                        (j)     the minority proportion of moneys borrowed by a
                                partly-owned subsidiary undertaking and not
                                owing to another member of the group;

                (iii)   when the aggregate principal amount of borrowings
                        required to be taken into account on any particular date
                        is being ascertained, any particular borrowing then
                        outstanding which is denominated or repayable in a
                        currency other than sterling shall be notionally
                        converted into sterling at the rate of exchange
                        prevailing in London on the last business day before
                        that date or, if it would result in a lower figure, at
                        the rate of exchange prevailing in London on the last
                        business day six months before that date and so that for
                        these purposes the rate of exchange shall be taken as
                        the spot rate in London recommended by a London clearing
                        bank, selected by the board, as being the most
                        appropriate rate for the purchase by the company of the
                        currency in question for sterling on the day in
                        question;

                (iv)    where under the terms of any borrowing the amount of
                        money that would be required to discharge the borrowing
                        in full if it fell to be repaid by reason of an event of
                        default, the exercise of an option or for any other
                        reason on the date as at which the calculation is being
                        made is at a premium or discount to the principal amount
                        the amount to be taken into account in respect of that
                        borrowing shall be the amount (or the greater or
                        greatest of two or more alternative amounts) which would
                        be payable on such repayment as at the date on which the
                        calculation is being made;

                (v)     if the amount of adjusted capital and reserves is being
                        calculated in connection with a transaction involving a
                        company becoming or ceasing to be a member of the group,
                        the amount is to be calculated as if the transaction had
                        already occurred;

                (vi)    "audited balance sheet" means the audited balance sheet
                        of the company prepared for the purposes of the
                        Companies Acts for a financial year unless an audited
                        consolidated balance sheet dealing with the state of
                        affairs of the company and its subsidiary undertakings
                        required to be dealt with in group accounts has been
                        prepared for those purposes for the same financial year,
                        in which case it means that audited consolidated balance
                        sheet, and in that case all references to reserves and
                        profit and loss account shall be deemed to be references
                        to consolidated reserves and consolidated profit and
                        loss account respectively;

                (vii)   the company may from time to time change the accounting
                        convention on which the audited balance sheet is based
                        provided that any new convention adopted complies with
                        the requirements of the Companies Acts; if the company
                        should prepare its main audited balance sheet on the
                        basis of one convention, but a supplementary audited
                        balance sheet on the basis of another, the main audited
                        balance sheet shall be taken as the audited balance
                        sheet;

                (viii)  "the group" means the company and its subsidiary
                        undertakings (if any);

                (ix)    "the minority proportion" means a proportion equal to
                        the proportion of the issued share capital of a
                        partly-owned subsidiary undertaking which is not
                        attributable to a member of the group; and

                (x)     a certificate or report by the auditors as to the amount
                        of the adjusted capital and reserves or the amount of
                        any borrowings or to the effect that the limit imposed
                        by this article has not been or will not be exceeded at
                        any particular time or times shall be conclusive
                        evidence of that amount or of that fact.

 103.    Agents

The board may, by power of attorney or otherwise, appoint any person or body of
persons whether nominated directly or indirectly by the board to be the agent of
the company upon such terms (including terms as to remuneration) as it may
decide and may delegate to any person so appointed any of its powers,
authorities and discretions (with power to sub-delegate). The board may remove
any person appointed under this article and may revoke or vary the delegation
but no person dealing in good faith and without notice of the revocation or
variation shall be affected by it. The power to delegate contained in this
article shall be effective in relation to the powers, authorities and
discretions of the board generally and shall not be limited by the fact that in
certain articles, but not in others, express reference is made to particular
powers, authorities or discretions being exercised by the board or by a
committee authorised by the board.

 104.    Delegation to Individual Directors

The board may entrust to and confer upon any director any of its powers,
authorities and discretions (with power to sub-delegate) upon such terms and
conditions and with such restrictions as it thinks fit, and either collaterally
with, or to the exclusion of, its own powers, authorities and discretions and
may from time to time revoke or vary all or any of them but no person dealing in
good faith and without notice of the revocation or variation shall be affected
by it. The power to delegate contained in this article shall be effective in
relation to the powers, authorities and discretions of the board generally and
shall not be limited by the fact that in certain articles, but not in others,
express reference is made to particular powers, authorities or discretions being
exercised by the board or by a committee authorised by the board.

 105.    Official Seals

The company may exercise all the powers conferred by the Companies Acts with
regard to having official seals and those powers shall be vested in the board.

 106.    Registers

Subject to the provisions of the Companies Acts, the company may keep an
overseas or local or other register in any place and the board may make and vary
such regulations as it may think fit respecting the keeping of the register.

 107.    Provision for Employees

The board may exercise any power conferred by the Companies Acts to make
provision for the benefit of persons employed or formerly employed by the
company or any of its subsidiaries in connection with the cessation or the
transfer to any person of the whole or part of the undertaking of the company or
that subsidiary.

                            Proceedings of the Board

 108.    Board Meetings

The board may meet for the despatch of business, adjourn and otherwise regulate
its meetings as it thinks fit. A director at any time may, and the secretary on
the requisition of a director at any time shall, summon a board meeting.

 109.    Notice of Board Meetings

Notice of a board meeting shall be deemed to be properly given to a director if
it is given to him personally or by word of mouth or sent in writing to him at
his last known address or any other address given by him to the company for this
purpose. A director absent or intending to be absent from the United Kingdom may
request the board that notices of board meetings shall during his absence be
sent in writing to him at an address given by him to the company for this
purpose, but such notices need not be given any earlier than notices given to
directors not so absent and if no request is made to the board it shall not be
necessary to give notice of a board meeting to any director who is for the time
being absent from the United Kingdom. A director may waive notice of any meeting
either prospectively or retrospectively. In this article references to in
writing include the use of electronic communications subject to such terms and
conditions as the board may decide.

 110.    Quorum

The quorum necessary for the transaction of the business of the board may be
fixed by the board and, unless so fixed at any other number, shall be two.
Subject to the provisions of these articles, any director who ceases to be a
director at a board meeting may continue to be present and to act as a director
and be counted in the quorum until the termination of the board meeting if no
other director objects and if otherwise a quorum of directors would not be
present.

 111.    Directors below Minimum through Vacancies

The continuing directors or a sole continuing director may act notwithstanding
any vacancy in their number but, if and so long as the number of directors is
reduced below the minimum number fixed by or in accordance with these articles
or is below the number fixed by or in accordance with these articles as the
quorum or there is only one continuing director, the continuing directors or
director may act for the purpose of filling vacancies or of summoning general
meetings of the company but not for any other purpose. If there are no directors
or director able or willing to act, then any two members may summon a general
meeting for the purpose of appointing directors.

 112.    Appointment of Chairman

The board may appoint a director to be the chairman or a deputy chairman of the
board, and may at any time remove him from that office. The chairman or failing
him a deputy chairman shall act as chairman at every meeting of the board. If
more than one deputy chairman is present they shall agree amongst themselves who
is to take the chair or, if they cannot agree, the deputy chairman who has been
in office as a director longest shall take the chair. But if no chairman or
deputy chairman is appointed, or if at any meeting neither the chairman nor any
deputy chairman is present within five minutes after the time appointed for
holding the meeting, the directors present may choose one of their number to be
chairman of the meeting.

 113.    Competence of Meetings

A meeting of the board at which a quorum is present shall be competent to
exercise all the powers, authorities and discretions for the time being vested
in or exercisable by the board.

 114.    Voting

Questions arising at any meeting shall be determined by a majority of votes. In
the case of an equality of votes the chairman of the meeting shall have a second
or casting vote.

 115.    Delegation to Committees

         (A)      The board may delegate any of its powers, authorities and
                  discretions (with power to sub-delegate) to any committee,
                  consisting of such person or persons (whether a member or
                  members of its body or not) as it thinks fit, provided that
                  the majority of persons on any committee or sub-committee must
                  be directors. References in these articles to committees
                  include sub-committees permitted under this article.

         (B)      Any committee so formed shall, in the exercise of the powers,
                  authorities and discretions so delegated, conform to any
                  regulations which may be imposed on it by the board. The
                  meetings and proceedings of any committee consisting of two or
                  more members shall be governed by the provisions contained in
                  these articles for regulating the meetings and proceedings of
                  the board so far as the same are applicable and are not
                  superseded by any regulations imposed by the board.

         (C)      The power to delegate contained in this article shall be
                  effective in relation to the powers, authorities and
                  discretions of the board generally and shall not be limited by
                  the fact that in certain articles, but not in others, express
                  reference is made to particular powers, authorities or
                  discretions being exercised by the board or by a committee
                  authorised by the board.

 116.    Participation in Meetings by Telephone

All or any of the members of the board or any committee of the board may
participate in a meeting of the board or that committee by means of a conference
telephone or any communication equipment which allows all persons participating
in the meeting to speak to and hear each other. A person so participating shall
be deemed to be present in person at the meeting and shall be entitled to vote
or be counted in a quorum accordingly. Such a meeting shall be deemed to take
place where the largest group of those participating is assembled, or, if there
is no such group, where the chairman of the meeting then is.

 117.    Resolution in Writing

A resolution in writing signed by all the directors for the time being entitled
to receive notice of a meeting of the board (if that number is sufficient to
constitute a quorum) or by all the members of a committee for the time being so
entitled shall be as valid and effectual as a resolution passed at a meeting of
the board or, as the case may be, of the committee properly called and
constituted. The resolution may be contained in one document or in several
documents in like form each signed by one or more of the directors or members of
the committee concerned. In this article references to in writing include the
use of electronic communications subject to such terms and conditions as the
board may decide.

 118.    Validity of Acts of Board or Committee

All acts done by the board or by any committee or by any person acting as a
director or member of a committee shall, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any member of the
board or committee or person so acting or that they or any of them were
disqualified from holding office or had vacated office or were not entitled to
vote, be as valid as if each such member or person had been properly appointed
and was qualified and had continued to be a director or member of the committee
and had been entitled to vote.

                                    Secretary

 119.    Appointment and Removal of the Secretary

Subject to the provisions of the Companies Acts, the secretary shall be
appointed by the board for such term and upon such conditions as the board may
think fit; and any secretary so appointed may be removed by the board. The
secretary shall receive such remuneration as the board or any committee
authorised by the board shall decide.

                                      Seals

 120.    Use of Seals

The board shall provide for the custody of every seal of the company. A seal
shall only be used by the authority of the board or of a committee of the board
authorised by the board in that behalf. Subject as otherwise provided in these
articles, and to any resolution of the board or committee of the board
dispensing with the requirement for counter-signature on any occasion, any
instrument to which the common seal is applied shall be signed by at least one
director and the secretary, or by at least two directors or by such other person
or persons as the board may approve. Any instrument to which an official seal is
applied need not, unless the board for the time being otherwise decides or the
law otherwise requires, be signed by any person.

                          Dividends and Other Payments

 121.    Declaration of Dividends by Company

Subject to the provisions of the Companies Acts, the company may by ordinary
resolution from time to time declare dividends in accordance with the respective
rights of the members, but no dividend shall exceed the amount recommended by
the board.

 122.    Payment of Interim and Fixed Dividends by Board

Subject to the provisions of the Companies Acts, the board may pay such interim
dividends as appear to the board to be justified by the financial position of
the company and may also pay any dividend payable at a fixed rate at intervals
settled by the board whenever the financial position of the company, in the
opinion of the board, justifies its payment. If the board acts in good faith, it
shall not incur any liability to the holders of any shares for any loss they may
suffer in consequence of the payment of an interim or fixed dividend on any
other class of shares ranking pari passu with or after those shares.

 123.    Calculation and Currency of Dividends

Except in so far as the rights attaching to, or the terms of issue of, any share
otherwise provide:-

         (i)      all dividends shall be declared and paid according to the
                  amounts paid up on the share in respect of which the dividend
                  is paid, but no amount paid up on a share in advance of calls
                  shall be treated for the purposes of this article as paid up
                  on the share;

         (ii)     all dividends shall be apportioned and paid pro rata according
                  to the amounts paid up on the share during any portion or
                  portions of the period in respect of which the dividend is
                  paid; and

         (iii)    dividends may be declared or paid in any currency.

The board may decide the basis of conversion for any currency conversions that
may be required and how any costs involved are to be met.

 124.    Amounts Due on Shares may be Deducted from Dividends

The board may deduct from any dividend or other moneys payable to a member by
the company on or in respect of any shares all sums of money (if any) presently
payable by him to the company on account of calls or otherwise in respect of
shares of the company. Sums so deducted can be used to pay amounts owing to the
company in respect of the shares.

 125.    No Interest on Dividends

Subject to the rights attaching to, or the terms of issue of, any shares, no
dividend or other moneys payable by the company on or in respect of any share
shall bear interest against the company.

 126.    Payment Procedure

Any dividend or other sum payable in cash by the company in respect of a share
may be paid by cheque, warrant or similar financial instrument sent by post
addressed to the holder at his registered address or, in the case of joint
holders, addressed to the holder whose name stands first in the register in
respect of the shares at his address as appearing in the register or addressed
to such person and at such address as the holder or joint holders may in writing
direct. Every cheque, warrant or similar financial instrument shall, unless the
holder or joint holders otherwise direct, be made payable to the holder or, in
the case of joint holders, to the holder whose name stands first on the register
in respect of the shares, and shall be sent at his or their risk and payment of
the cheque, warrant or similar financial instrument by the financial institution
on which it is drawn shall constitute a good discharge to the company. In
addition, any such dividend or other sum may be paid by any bank or other funds
transfer system or such other means including, in respect of uncertificated
shares, by means of the facilities and requirements of a relevant system and to
or through such person as the holder or joint holders may in writing direct, and
the company shall have no responsibility for any sums lost or delayed in the
course of payment by any such system or other means or where it has acted on any
such directions. Any one of two or more joint holders may give effectual
receipts for any dividends or other moneys payable or property distributable on
or in respect of the shares held by them. Where a person is entitled by
transmission to a share, any dividend or other sum payable by the company in
respect of the share may be paid as if he were a holder of the share and his
address noted in the register were his registered address and where two or more
persons are so entitled, any one of them may give effectual receipts for any
dividends or other moneys payable or property distributable on or in respect of
the shares.

 127.    Uncashed Dividends

The company may cease to send any cheque, warrant or similar financial
instrument through the post or to employ any other means of payment, including
payment by means of a relevant system, for any dividend payable on any shares in
the company which is normally paid in that manner on those shares if in respect
of at least two consecutive dividends payable on those shares the cheques,
warrants or similar financial instruments have been returned undelivered or
remain uncashed during or at the end of the period for which the same are valid
or that means of payment has failed. In addition, the company may cease to send
any cheque, warrant or similar financial instrument through the post or may
cease to employ any other means of payment if, in respect of one dividend
payable on those shares, the cheque, warrant or similar financial instrument has
been returned undelivered or remains uncashed during or at the end of the period
for which the same is valid or that means of payment has failed and reasonable
enquiries have failed to establish any new address or account of the holder.
Subject to the provisions of these articles, the company must recommence sending
cheques, warrants or similar financial instruments or employing such other means
in respect of dividends payable on those shares if the holder or person entitled
by transmission requests such recommencement in writing.

 128.    Forfeiture of Unclaimed Dividends

All dividends or other sums payable on or in respect of any shares which remain
unclaimed may be invested or otherwise made use of by the board for the benefit
of the company until claimed. Any dividend or other sum unclaimed after a period
of 12 years from the date when it was declared or became due for payment shall
be forfeited and shall revert to the company and the payment by the board of any
unclaimed dividend or other sum payable on or in respect of a share into a
separate account shall not constitute the company a trustee in respect of it.

 129.    Dividends Not in Cash

Any general meeting declaring a dividend may, upon the recommendation of the
board, by ordinary resolution direct that it shall be satisfied wholly or partly
by the distribution of assets, and in particular of paid up shares or debentures
of any other company, and where any difficulty arises in regard to the
distribution the board may settle it as it thinks expedient, and in particular
may authorise any person to sell and transfer any fractions or may ignore
fractions altogether, and may fix the value for distribution purposes of any
assets or any part thereof to be distributed and may determine that cash shall
be paid to any members upon the footing of the value so fixed in order to secure
equality of distribution and may vest any assets to be distributed in trustees
as may seem expedient to the board.

 130.    Scrip Dividends

The board may, if authorised by an ordinary resolution of the company, offer any
holders of ordinary shares the right to elect to receive ordinary shares,
credited as fully paid, instead of cash in respect of the whole (or some part,
to be determined by the board) of any dividend specified by the ordinary
resolution. The following provisions shall apply:-

        (i)     An ordinary resolution may specify some or all of a particular
                dividend (whether or not already declared) or may specify some
                or all of any dividends declared or paid within a specified
                period, but such period may not end later than the fifth
                anniversary of the date of the meeting at which the ordinary
                resolution is passed;

        (ii)    The entitlement of each holder of ordinary shares to new
                ordinary shares shall be such that the relevant value of the
                entitlement shall be as nearly as possible equal to (but not
                greater than) the cash amount (disregarding any tax credit) of
                the dividend that such holder elects to forgo. For this purpose
                "relevant value" shall be calculated by reference to the average
                of the market value (as defined by the Listing Rules) of the
                company's ordinary shares on the day on which the ordinary
                shares are first quoted "ex" the relevant dividend and the four
                subsequent dealing days, or in such other manner as may be
                determined by or in accordance with the ordinary resolution. A
                certificate or report by the auditors as to the amount of the
                relevant value in respect of any dividend shall be conclusive
                evidence of that amount and in giving such a certificate or
                report the auditors may rely on advice or information from
                brokers or other sources of information as they think fit;

        (iii)   No fraction of any ordinary share shall be allotted. The board
                may make such provisions as they think fit for any fractional
                entitlements including provisions whereby, in whole or in part,
                the benefit thereof accrues to the company and/or under which
                fractional entitlements are accrued and/or retained and in each
                case accumulated on behalf of any member and such accruals or
                retentions are applied to the allotment by way of bonus to or
                cash subscription on behalf of such member of fully paid
                ordinary shares and/or provisions whereby cash payments may be
                made to members in respect of their fractional entitlements;

        (iv)    The board, if it intends to offer an election in respect of any
                dividend, shall give notice to the holders of ordinary shares of
                the right of election offered to them, and specify the procedure
                to be followed which, for the avoidance of doubt, may include an
                election by means of a relevant system and the place at which,
                and the latest time by which, elections must be lodged in order
                for elections to be effective; no such notice need be given to
                holders of ordinary shares who have previously given election
                mandates in accordance with this article and whose mandates have
                not been revoked; the accidental omission to give notice of any
                right of election to, or the non receipt of any such notice by,
                any holder of ordinary shares entitled to the same shall neither
                invalidate any offer of an election nor give rise to any claim,
                suit or action;

        (v)     The board shall not proceed with any election unless the company
                has sufficient unissued shares authorised for issue and
                sufficient reserves or funds that may be capitalised to give
                effect to it after the basis of allotment is determined;

        (vi)    The board may exclude from any offer or make other arrangement
                in relation to any holders of ordinary shares where the board
                believes that such exclusion or arrangement is necessary or
                expedient in relation to legal or practical problems under the
                laws of, or the requirements of any recognised regulatory body
                or any stock exchange in, any territory, or the board believes
                that for any other reason the offer should not be made to them;

        (vii)   The dividend (or that part of the dividend in respect of which a
                right of election has been offered) shall not be payable on
                ordinary shares in respect of which an election has been made
                (for the purposes of this article "the elected ordinary shares")
                and instead additional ordinary shares shall be allotted to the
                holders of the elected ordinary shares on the basis of allotment
                calculated as stated. For such purpose the board shall
                capitalise, out of any amount for the time being standing to the
                credit of any reserve or fund (including the profit and loss
                account) whether or not the same is available for distribution
                as the board may determine, a sum equal to the aggregate nominal
                amount of the additional ordinary shares to be allotted on that
                basis and apply it in paying up in full the appropriate number
                of unissued ordinary shares for allotment and distribution to
                the holders of the elected ordinary shares on that basis;

        (viii)  The additional ordinary shares when allotted shall rank pari
                passu in all respects with the fully-paid ordinary shares then
                in issue except that they will not be entitled to participation
                in the relevant dividend;

        (ix)    Unless the board otherwise determines, or unless the
                Uncertificated Securities Regulations and/or the rules of the
                relevant system concerned otherwise require, the new ordinary
                share or shares which a member has elected to receive instead of
                cash in respect of the whole (or some part) of the specified
                dividend declared or paid in respect of his elected ordinary
                shares shall be in uncertificated form (in respect of the
                member's elected ordinary shares which were in uncertificated
                form on the date of the member's election) and in certificated
                form (in respect of the member's elected ordinary shares which
                were in certificated form on the date of the member's election);

        (x)     The board may also from time to time establish or vary a
                procedure for election mandates, which, for the avoidance of
                doubt, may include an election by means of a relevant system,
                under which a holder of ordinary shares may elect in respect of
                future rights of election offered to that holder under this
                article until the election mandate is revoked in accordance with
                the procedure.

                           Capitalisation of Reserves

 131.    Power to Capitalise Reserves and Funds

The company may, upon the recommendation of the board, at any time and from time
to time pass an ordinary resolution to the effect that it is desirable to
capitalise all or any part of any amount for the time being standing to the
credit of any reserve or fund (including the profit and loss account) whether or
not the same is available for distribution and accordingly that the amount to be
capitalised be set free for distribution among the members or any class of
members who would be entitled to it if it were distributed by way of dividend
and in the same proportions, on the footing that it is applied either in or
towards paying up the amounts for the time being unpaid on any shares in the
company held by those members respectively or in paying up in full unissued
shares, debentures or other obligations of the company to be allotted and
distributed credited as fully paid up among those members, or partly in one way
and partly in the other, but so that, for the purposes of this article, a share
premium account and a capital redemption reserve, and any reserve or fund
representing unrealised profits, may be applied only in paying up in full
unissued shares of the company. The board may authorise any person to enter into
an agreement with the company on behalf of the persons entitled to participate
in the distribution and the agreement shall be binding on those persons.

 132.    Settlement of Difficulties in Distribution

Where any difficulty arises in regard to any distribution of any capitalised
reserve or fund the board may settle the matter as it thinks expedient and in
particular may authorise any person to sell and transfer any fractions or may
resolve that the distribution should be as nearly as may be practicable in the
correct proportion but not exactly so or may ignore fractions altogether, and
may determine that cash payments shall be made to any members in order to adjust
the rights of all parties, as may seem expedient to the board.

                                  Record Dates

 133.    Power to Choose Any Record Date

Notwithstanding any other provision of these articles, the company or the board
may fix any date as the record date for any dividend, distribution, allotment or
issue and such record date may be on or at any time before or after any date on
which the dividend, distribution, allotment or issue is declared, paid or made.
The power to fix any such record date shall include the power to fix a time on
the chosen date.

               Accounting Records and Summary Financial Statements

 134.    Records to be Kept

The board shall cause to be kept accounting records sufficient to show and
explain the company's transactions, and such as to disclose with reasonable
accuracy at any time the financial position of the company at that time, and
which accord with the Companies Acts.

 135.    Inspection of Records

No member in his capacity as such shall have any right of inspecting any
accounting record or book or document of the company except as conferred by law,
ordered by a court of competent jurisdiction or authorised by the board or by
ordinary resolution of the company.

 136.    Summary Financial Statements

The company may send summary financial statements to members of the company
instead of copies of its full accounts and reports and for the purposes of this
article sending includes using electronic communications and publication on a
web site in accordance with the Companies Acts.

                        Service of Notices and Documents

 137.    Service of Notices

Any notice or document (including a share certificate) may be served on or sent
or delivered to any member by the company either personally or by sending it
through the post addressed to the member at his registered address or by leaving
it at that address addressed to the member or by means of a relevant system or,
where appropriate, by sending it using electronic communications to an address
for the time being notified by the member concerned to the company for that
purpose or by publication on a web site in accordance with the Companies Acts or
by any other means authorised in writing by the member concerned. In the case of
joint holders of a share, service, sending or delivery of any notice or document
on or to one of the joint holders shall for all purposes be deemed a sufficient
service on or sending or delivery to all the joint holders.

 138.    Record Date for Service

Any notice or document may be served, sent or delivered by the company by
reference to the register as it stands at any time not more than 15 days before
the date of service, sending or delivery. No change in the register after that
time shall invalidate that service, sending or delivery. Where any notice or
document is served on or sent or delivered to any person in respect of a share
in accordance with these articles, no person deriving any title or interest in
that share shall be entitled to any further service, sending or delivery of that
notice or document.

 139.    Members Resident Abroad

Any member whose registered address is not within the United Kingdom and who
gives to the company a postal address within the United Kingdom at which notices
or documents may be served upon, or delivered to, him shall be entitled to have
notices or documents served on or sent or delivered to him at that address. Any
member whose registered address is not within the United Kingdom and who gives
to the company an address for the purposes of electronic communications may, at
the absolute discretion of the board, have notices or documents sent to him at
that address. Otherwise, a member whose registered address is not within the
United Kingdom shall not be entitled to receive any notice or document from the
company.

 140.    Service of Notice on Person Entitled by Transmission

A person who is entitled by transmission to a share, upon supplying the company
with a postal address within the United Kingdom for the service of notices shall
be entitled to have served upon or delivered to him at such address any notice
or document to which he would have been entitled if he were the holder of that
share. A person who is entitled by transmission to a share, upon supplying the
company with an address for the purposes of electronic communications for the
service of notices may, at the absolute discretion of the board, have sent to
him at such address any notice or document to which he would have been entitled
if he were the holder of that share. In either case, such service, sending or
delivery shall for all purposes be deemed a sufficient service, sending or
delivery of such notice or document on all persons interested (whether jointly
with or as claimants through or under him) in the share. Otherwise, any notice
or other document served on or sent or delivered to any member pursuant to these
articles shall, notwithstanding that the member is then dead or bankrupt or that
any other event giving rise to the transmission of the share by operation of law
has occurred and whether or not the company has notice of the death, bankruptcy
or other event, be deemed to have been properly served, sent or delivered in
respect of any share registered in the name of that member as sole or joint
holder.

 141.    When Notice Deemed Served

Any notice or document, if sent by the company by post, shall be deemed to have
been served or delivered on the day following that on which it was put in the
post and, in proving service or delivery, it shall be sufficient to prove that
the notice or document was properly addressed, prepaid and put in the post. Any
notice or document not sent by post but left by the company at a registered
address or at an address (other than an address for the purposes of electronic
communications) notified to the company in accordance with these articles by a
person who is entitled by transmission to a share shall be deemed to have been
served or delivered on the day it was so left. Any notice served or delivered by
the company by means of a relevant system shall be deemed to have been served or
delivered when the company or any sponsoring system-participant acting on its
behalf sends the issuer-instruction relating to the notice. Any notice or
document sent by the company using electronic communications shall be deemed to
have been received on the day following that on which it was sent. Proof that a
notice contained in an electronic communication was sent in accordance with
guidance issued from time to time by the Institute of Chartered Secretaries and
Administrators shall be conclusive evidence that the notice was given. Any
notice or document served, sent or delivered by the company by any other means
authorised in writing by the member concerned shall be deemed to have been
served, received or delivered when the company has carried out the action it has
been authorised to take for that purpose.

 142.    Notice When Post Not Available

If at any time by reason of the suspension or curtailment of postal services
within the United Kingdom or some part of the United Kingdom the company is
unable effectively to convene a general meeting by notice sent through the post,
a general meeting may be convened by a notice advertised in at least one
newspaper with a national circulation(or, if the postal service is only
suspended or restricted in part of the United Kingdom, in one or more local
newspapers having general circulation in that area). Notice published in this
way shall be deemed to have been properly served on all members and persons
entitled by transmission, who are entitled to have notice of the meeting served
upon them, on the day when the advertisement has appeared in at least one such
paper. If at least six clear days prior to the meeting the posting of notices to
addresses throughout the United Kingdom has again become practicable, the
company shall send confirmatory copies of the notice by post to the persons
entitled to receive them.

                            Destruction of Documents

 143.    Presumptions Where Documents Destroyed

If the company destroys or deletes:-

        (i)     any share certificate which has been cancelled at any time after
                a period of one year has elapsed from the date of cancellation,
                or

        (ii)    any instruction concerning the payment of dividends or other
                moneys in respect of any share or any notification of change of
                name or address at any time after a period of two years has
                elapsed from the date the instruction or notification was
                recorded by the company, or

        (iii)   any instrument of transfer of shares or Operator-instruction for
                the transfer of shares which has been registered at any time
                after a period of six years has elapsed from the date of
                registration, or

        (iv)    any other document on the basis of which any entry is made in
                the register at any time after a period of six years has elapsed
                from the date the entry was first made in the register in
                respect of it

and the company destroys or deletes the document or instruction in good faith
and without express notice that its preservation was relevant to a claim, it
shall be presumed irrebuttably in favour of the company that every share
certificate so destroyed was a valid certificate and was properly cancelled,
that every instrument of transfer or Operator-instruction so destroyed or
deleted was a valid and effective instrument of transfer or instruction and was
properly registered and that every other document so destroyed was a valid and
effective document and that any particulars of it which are recorded in the
books or records of the company were correctly recorded. Nothing contained in
this article shall be construed as imposing upon the company any liability
which, but for this article, would not exist or by reason only of the
destruction of any document of the kind mentioned above before the relevant
period mentioned in this article has elapsed or of the fact that any other
condition precedent to its destruction mentioned above has not been fulfilled.
References in this article to the destruction of any document include references
to its disposal in any manner.

                                   Winding Up

 144.    Distribution of Assets Otherwise Than in Cash

If the company commences liquidation, the liquidator may, with the sanction of a
special resolution of the company and any other sanction required by the
Companies Acts:-

         (i)      divide among the members in kind the whole or any part of the
                  assets of the company (whether they shall consist of property
                  of the same kind or not) and, for that purpose, set such
                  values as he deems fair upon any property to be divided and
                  determine how the division shall be carried out as between the
                  members or different classes of members, or

         (ii)     vest the whole or any part of the assets in trustees upon such
                  trusts for the benefit of the contributories as the
                  liquidator, with the like sanction, shall think fit

but no member shall be compelled to accept any shares or other assets upon which
there is any liability.

                                    Indemnity

 145.    Indemnity of Officers

Subject to the provisions of the Companies Acts, the company may indemnify any
director or other officer against any liability and may purchase and maintain
for any director or other officer insurance against any liability. Subject to
those provisions, but without prejudice to any indemnity to which the person
concerned may otherwise be entitled, every director or other officer of the
company shall be indemnified out of the assets of the company against any
liability incurred by him as a director or other officer of the company, in
defending any proceedings (whether civil or criminal) in which judgment is given
in his favour or he is acquitted or in connection with any application under the
Companies Acts in which relief is granted to him by the court.

For the purposes of this article no person appointed or employed by the company
as an auditor is an officer of the company.





<PAGE>



                                    CONTENTS

                                                                          Page



1.       Exclusion of Table A                                              1

2.       Definitions                                                       1

3.       Form of Resolution                                                3

4.       Authorised Share Capital                                          4

5.       Rights Attached to Shares                                         4

6.       Redeemable Shares                                                 4

7.       Purchase of Own Shares                                            4

8.       Variation of Rights                                               5

9.       Pari Passu Issues                                                 5

10.      Unissued Shares                                                   5

11.      Payment of Commission                                             6

12.      Trusts Not Recognised                                             6

13.      Suspension of Rights Where Non-Disclosure of Interest             6

14.      Uncertificated Shares                                             9

15.      Right to Share Certificates                                      10

16.      Replacement of Share Certificates                                10

17.      Execution of Share Certificates                                  11

18.      Company's Lien on Shares Not Fully Paid                          11

19.      Enforcing Lien by Sale                                           11

20.      Application of Proceeds of Sale                                  12

21.      Calls                                                            12

22.      Timing of Calls                                                  12

23.      Liability of Joint Holders                                       12

24.      Interest Due on Non-Payment                                      12

25.      Sums Due on Allotment Treated as Calls                           13

26.      Power to Differentiate                                           13

27.      Payment of Calls in Advance                                      13

28.      Notice if Call or Instalment Not Paid                            13

29.      Form of Notice                                                   13

30.      Forfeiture for Non-Compliance with Notice                        14

31.      Notice after Forfeiture                                          14

32.      Sale of Forfeited Shares                                         14

33.      Arrears to be Paid Notwithstanding Forfeitures                   14

34.      Statutory Declaration as to Forfeiture                           15

35.      Transfer                                                         15

36.      Execution of Transfer                                            15

37.      Rights to Decline Registration of Partly Paid Shares             16

38.      Other Rights to Decline Registration                             16

39.      Notice of Refusal                                                16

40.      No Fee for Registration                                          17

41.      Untraced Shareholders                                            17

42.      Transmission on Death                                            18

43.      Entry of Transmission in Register                                18

44.      Election of Person Entitled by Transmission                      18

45.      Rights of Person Entitled by Transmission                        19

46.      Increase, Consolidation, Sub-Division and Cancellation           19

47.      Fractions                                                        20

48.      Reduction of Capital                                             20

49.      Extraordinary General Meetings                                   20

50.      Annual General Meetings                                          21

51.      Convening of Extraordinary General Meetings                      21

52.      Separate General Meetings                                        21

53.      Length of Notice                                                 21

54.      Omission or Non-Receipt of Notice                                21

55.      Postponement of General Meetings                                 22

56.      Quorum                                                           22

57.      Procedure if Quorum Not Present                                  22

58.      Security Arrangements                                            23

59.      Chairman of General Meeting                                      23

60.      Orderly Conduct                                                  23

61.      Entitlement to Attend and Speak                                  24

62.      Adjournments                                                     24

63.      Notice of Adjournment                                            24

64.      Amendments to Resolutions                                        24

65.      Amendments Ruled Out of Order                                    25

66.      Votes of Members                                                 25

67.      Method of Voting                                                 25

68.      Procedure if Poll Demanded                                       26

69.      When Poll to be Taken                                            26

70.      Continuance of Other Business after Poll Demand                  26

71.      Votes on a Poll                                                  26

72.      Casting Vote of Chairman                                         26

73.      Votes of Joint Holders                                           26

74.      Voting on Behalf of Incapable Member                             27

75.      No Right to Vote where Sums Overdue on Shares                    27

76.      Objections or Errors in Voting                                   27

77.      Appointment of Proxies                                           28

78.      Receipt of Proxies                                               28

79.      Maximum Validity of Proxy                                        29

80.      Form of Proxy                                                    29

81.      Cancellation of Proxy's Authority                                29

82.      Number of Directors                                              30

83.      Age of Directors                                                 30

84.      Directors' Shareholding Qualification                            30

85.      Power of Company to Elect Directors                              30

86.      Power of Board to Appoint Directors                              31

87.      Number to Retire by Rotation                                     31

88.      Identity of Directors to Retire                                  31

89.      Filling Vacancies                                                32

90.      Power of Removal by Special Resolution                           32

91.      Persons Eligible as Directors                                    32

92.      Position of Retiring Directors                                   32

93.      Vacation of Office by Directors                                  32

94.      Alternate Directors                                              33

95.      Executive Directors                                              35

96.      Directors' Fees                                                  35

97.      Additional Remuneration                                          35

98.      Expenses                                                         35

99.      Pensions and Gratuities for Directors                            36

100.     Permitted Interests and Voting                                   36

101.     General Powers of Company Vested in Board                        40

102.     Borrowing Powers                                                 41

103.     Agents                                                           45

104.     Delegation to Individual Directors                               45

105.     Official Seals                                                   46

106.     Registers                                                        46

107.     Provision for Employees                                          46

108.     Board Meetings                                                   46

109.     Notice of Board Meetings                                         46

110.     Quorum                                                           47

111.     Directors below Minimum through Vacancies                        47

112.     Appointment of Chairman                                          47

113.     Competence of Meetings                                           47

114.     Voting                                                           48

115.     Delegation to Committees                                         48

116.     Participation in Meetings by Telephone                           48

117.     Resolution in Writing                                            49

118.     Validity of Acts of Board or Committee                           49

119.     Appointment and Removal of the Secretary                         49

120.     Use of Seals                                                     49

121.     Declaration of Dividends by Company                              50

122.     Payment of Interim and Fixed Dividends by Board                  50

123.     Calculation and Currency of Dividends                            50

124.     Amounts Due on Shares may be Deducted from Dividends             51

125.     No Interest on Dividends                                         51

126.     Payment Procedure                                                51

127.     Uncashed Dividends                                               52

128.     Forfeiture of Unclaimed Dividends                                52

129.     Dividends Not in Cash                                            52

130.     Scrip Dividends                                                  53

131.     Power to Capitalise Reserves and Funds                           55

132.     Settlement of Difficulties in Distribution                       56

133.     Power to Choose Any Record Date                                  56

134.     Records to be Kept                                               56

135.     Inspection of Records                                            56

136.     Summary Financial Statements                                     57

137.     Service of Notices                                               57

138.     Record Date for Service                                          57

139.     Members Resident Abroad                                          57

140.     Service of Notice on Person Entitled by Transmission             58

141.     When Notice Deemed Served                                        58

142.     Notice When Post Not Available                                   59

143.     Presumptions Where Documents Destroyed                           59

144.     Distribution of Assets Otherwise Than in Cash                    60

145.     Indemnity of Officers                                            61



<PAGE>



                                       63










                             ARTICLES OF ASSOCIATION

                                       of

                                    REGUS PLC

                             public limited company



                    (Articles adopted on 18th September, 2000
                with effect from Admission on 24th October, 2000)




                               Slaughter and May,
                              35 Basinghall Street,
                                 London EC2V 5DB
                                    (AGR/AXD)

                                   CD010250039