<PAGE>   1
                                                                     EXHIBIT 1.2

                     TERRITORY OF THE BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                    (CAP 291)

                               AMENDED & RESTATED

                             ARTICLES OF ASSOCIATION
                                       OF

                               UTi WORLDWIDE INC.

                                   PRELIMINARY

1.      In these Articles, if not inconsistent with the subject or context, the
        words and expressions standing in the first column of the following
        table shall bear the meanings set opposite them respectively in the
        second column thereof.

        Words                Meaning

        "A" director         Any person being a director and designated as such
                             by a resolution of members or resolution of
                             directors pursuant to the provisions of Regulations
                             79 and 80.

        "B" director         Any person being a director and designated as such
                             by a resolution of members or resolution of
                             directors pursuant to the provisions of Regulations
                             79 and 80.

        capital              The sum of the aggregate par value of all
                             outstanding shares with par value of the Company
                             and shares with par value held by the Company as
                             treasury shares plus

                             (a)    the aggregate of the amounts designated as
                                    capital of all outstanding shares without
                                    par value of the Company and shares without
                                    par value held by the Company as treasury
                                    shares, and

                             (b)    the amounts as are from time to time
                                    transferred from surplus to capital by a
                                    resolution of directors.

        "C" director         Any person being a director and designated as such
                             by a resolution of members or resolution of
                             directors pursuant to the provisions of Regulations
                             79 and 80.

        member               A person who holds shares in the Company.

        person               An individual, a corporation, a trust, the estate
                             of a deceased individual, a partnership or an
                             unincorporated association of persons.
<PAGE>   2


        resolution of        (a)    a resolution approved at a duly convened and
        directors                   constituted meeting of directors of the
                                    Company or of a committee of directors of
                                    the Company by the affirmative vote of a
                                    simple majority of the directors present at
                                    the meeting who voted and did not abstain;
                                    or

                             (b)    a resolution consented to in writing by
                                    three-quarters of the directors or of
                                    three-quarters of the members of the
                                    committee, as the case may be.

        resolution of        With respect to calling a meeting of directors, a
        directors            resolution consented to in writing by any one
                             director and notified to all other directors.

        resolution of        A resolution approved at a duly convened and
        members              constituted meeting of the members of the Company
                             by the affirmative vote of

                             (a)    a simple majority of the votes of the shares
                                    entitled to vote thereon which were present
                                    at the meeting and were voted and not
                                    abstained, or

                             (b)    a simple majority of the votes of each class
                                    or series of shares which were present at
                                    the meeting and entitled to vote thereon as
                                    a class or series and were voted and not
                                    abstained and of a simple majority of the
                                    votes of the remaining shares entitled to
                                    vote thereon which were present at the
                                    meeting and were voted and not abstain.

        securities           Shares and debt obligations of every kind, and
                             options, warrants and rights to acquire shares, or
                             debt obligations.

        surplus              The excess, if any, at the time of the
                             determination of the total assets of the Company
                             over the aggregate of its total liabilities, as
                             shown in its books of account, plus the Company's
                             capital.

        the Act              The International Business Companies Act (Cap 291)
                             including any modification, extension, re-enactment
                             or renewal thereof and any regulations made
                             thereunder.

        the Memorandum       The Memorandum of Association of the Company as
                             originally framed or as from time to time amended.

        the Seal             Any Seal which has been duly adopted as the  Seal
                             of the Company.

        these Articles       These Articles of Association as originally framed
                             or as from time to time amended.

        treasury             Shares in the Company that were previously issued
        shares               but were repurchased, redeemed or otherwise
                             acquired by the Company and not cancelled.

<PAGE>   3

2.      "Written" or any term of like import includes words typewritten,
        printed, painted, engraved, lithographed, photographed or represented or
        reproduced by any mode of reproducing words in a visible form, including
        telex, facsimile, telegram, cable or other form of writing produced by
        electronic communication.

3.      Save as aforesaid any words or expressions defined in the Act shall bear
        the same meaning in these Articles.

4.      Whenever the singular or plural number, or the masculine, feminine or
        neuter gender is used in these Articles, it shall equally, where the
        context admits, include the others.

5.      A reference in these Articles to voting in relation to shares shall be
        construed as a reference to voting by members holding the shares except
        that it is the votes allocated to the shares that shall be counted and
        not the number of members who actually voted and a reference to shares
        being present at a meeting shall be given a corresponding construction.

6.      A reference to money in these Articles is, unless otherwise stated, a
        reference to the currency in which shares in the Company shall be issued
        according to the provisions of the Memorandum.

                                REGISTERED SHARES

7.      Every member holding registered shares in the Company shall be entitled
        to a certificate signed by a director or officer of the Company or under
        the Seal of the Company. The certificate shall specify the share or
        shares held by the member and shall

        (a)    be signed by two directors or two officers of the Company, or by
               one director and one officer; or

        (b)    be under the Seal of the company, with or without the signature
               of any director or officer of the company

        and the signature of the director(s) or officer(s) and/or the Seal may
        be facsimiles.

8.      If several persons are registered as joint holders of any shares, any
        one of such persons may give an effectual receipt for any dividend
        payable in respect of such shares.

                 SHARES, AUTHORIZED CAPITAL, CAPITAL AND SURPLUS

9.      Subject to the provisions of these Articles and any resolution of
        members, the unissued shares of the Company shall be at the disposal of
        the directors who may, without limiting or affecting any rights
        previously conferred on the holders of any existing shares or class or
        series of shares, offer, allot, grant options over or otherwise dispose
        of shares to such persons, at such times and upon such terms and
        conditions as the Company may by resolution of directors determine.

10.     No share in the Company may be issued until the consideration in respect
        thereof is fully paid, and when issued the share is for all purposes
        fully paid and non-assessable save that
<PAGE>   4

        a share issued for a promissory note or other written obligation for
        payment of a debt may be issued subject to forfeiture in the manner
        prescribed in these Articles.

11.     Shares in the Company shall be issued for money, services rendered,
        personal property, an estate in real property, a promissory note or
        other binding obligation to contribute money or property or any
        combination of the foregoing as shall be determined by a resolution of
        directors.

12.     Shares in the Company may be issued for such amount of consideration as
        the directors may from time to time by resolution of directors
        determine, except that in the case of shares with par value, the amount
        shall not be less than the par value, and in the absence of fraud the
        decision of the directors as to the value of the consideration received
        by the Company in respect of the issue is conclusive unless a question
        of law is involved. The consideration in respect of the shares
        constitutes capital to the extent of the par value and the excess
        constitutes surplus.

13.     A share issued by the Company upon conversion of, or in exchange for,
        another share or a debt obligation or other security in the Company,
        shall be treated for all purposes as having been issued for money equal
        to the consideration received or deemed to have been received by the
        Company in respect of the other share, debt obligation or security.

14.     Treasury shares may be disposed of by the Company on such terms and
        conditions (not otherwise inconsistent with these Articles) as the
        Company may by resolution of directors determine.

15.     The Company may issue fractions of a share and a fractional share shall
        have the same corresponding fractional liabilities, limitations,
        preferences, privileges, qualifications, restrictions, rights and other
        attributes of a whole share of the same class or series of shares.

16.     Upon the issue by the Company of a share without par value, if an amount
        is stated in the Memorandum to be authorized capital represented by such
        shares then each share shall be issued for no less than the appropriate
        proportion of such amount which shall constitute capital, otherwise the
        consideration in respect of the share constitutes capital to the extent
        designated by the directors and the excess constitutes surplus, except
        that the directors must designate as capital an amount of the
        consideration that is at least equal to the amount that the share is
        entitled to as a preference, if any, in the assets of the Company upon
        liquidation of the Company.

17.     The Company may purchase, redeem or otherwise acquire and hold its own
        shares but only out of surplus or in exchange for newly issued shares of
        equal value.

18.     Subject to provisions to the contrary in

        (a)    the Memorandum or these Articles;

        (b)    the designations, powers, preferences, rights, qualifications,
               limitations and restrictions with which the shares were issued;
               or

        (c)    the subscription agreement for the issue of the shares,

<PAGE>   5

        the Company may not purchase, redeem or otherwise acquire its own shares
        without the consent of members whose shares are to be purchased,
        redeemed or otherwise acquired.

19.     No purchase, redemption or other acquisition of shares shall be made
        unless the directors determine that immediately after the purchase,
        redemption or other acquisition the Company will be able to satisfy its
        liabilities as they become due in the ordinary course of its business
        and the realizable value of the assets of the Company will not be less
        than the sum of its total liabilities, other than deferred taxes, as
        shown in the books of account, and its capital and, in the absence of
        fraud, the decision of the directors as to the realizable value of the
        assets of the Company is conclusive, unless a question of law is
        involved.

20.     A determination by the directors under the preceding Regulation is not
        required where shares are purchased, redeemed or otherwise acquired

        (a)    pursuant to a right of a member to have his shares redeemed or to
               have his shares exchanged for money or other property of the
               Company;

        (b)    by virtue of a transfer of capital pursuant to Regulation 47;

        (c)    by virtue of the provisions of Section 83 of the Act; or

        (d)    pursuant to an order of the Court.

21.     Shares that the Company purchases, redeems or otherwise acquires
        pursuant to the preceding Regulation may be cancelled or held as
        treasury shares except to the extent that such shares are in excess of
        80 percent of the issued shares of the Company in which case they shall
        be cancelled but they shall be available for reissue.

22.     Where shares in the Company are held by the Company as treasury shares
        or are held by another company of which the Company holds, directly or
        indirectly, shares having more than 50 percent of the votes in the
        election of directors of the other company, such shares of the Company
        are not entitled to vote or to have dividends paid thereon and shall not
        be treated as outstanding for any purpose except for purposes of
        determining the capital of the Company.

23.     The Company may by a resolution of directors include in the computation
        of surplus for any purpose the unrealised appreciation of the assets of
        the Company, and, in the absence of fraud, the decision of the directors
        as to the value of the assets is conclusive, unless a question of law is
        involved.

                   MORTGAGES AND CHARGES OF REGISTERED SHARES

24.     Members may mortgage or charge their registered shares in the Company
        and upon satisfactory evidence thereof the Company shall give effect to
        the terms of any valid mortgage or charge except insofar as it may
        conflict with any requirements herein contained for consent to the
        transfer of shares.

25.     In the case of the mortgage or charge of registered shares there may be
        entered in the share register of the Company at the request of the
        registered holder of such shares
<PAGE>   6

        (a)    a statement that the shares are mortgaged or charged;

        (b)    the name of the mortgagee or chargee; and

        (c)    the date on which the aforesaid particulars are entered in the
               share register.

26.     Where particulars of a mortgage or charge are registered, such
        particulars shall be cancelled

        (a)    with the consent of the named mortgagee or chargee or anyone
               authorized to act on his behalf; or

        (b)    upon evidence satisfactory to the directors of the discharge of
               the liability secured by the mortgage or charge and the issue of
               such indemnities as the directors shall consider necessary or
               desirable.

27.     Whilst particulars of a mortgage or charge are registered, no transfer
        of any share comprised therein shall be effected without the written
        consent of the named mortgagee or chargee or anyone authorized to act on
        his behalf.

                                   FORFEITURE

28.     When shares issued for a promissory note or other written obligation for
        payment of a debt have been issued subject to forfeiture, the following
        provisions shall apply.

29.     Written notice specifying a date for payment to be made and the shares
        in respect of which payment is to be made shall be served on the member
        who defaults in making payment pursuant to a promissory note or other
        written obligations to pay a debt.

30.     The written notice specifying a date for payment shall

        (a)    name a further date not earlier than the expiration of 14 days
               from the date of service of the notice on or before which payment
               required by the notice is to be made; and

        (b)    contain a statement that in the event of non-payment at or before
               the time named in the notice the shares, or any of them, in
               respect of which payment is not made will be liable to be
               forfeited.

31.     Where a written notice has been issued and the requirements have not
        been complied with within the prescribed time, the directors may at any
        time before tender of payment forfeit and cancel the shares to which the
        notice relates.

32.     The Company is under no obligation to refund any moneys to the member
        whose shares have been forfeited and cancelled pursuant to these
        provisions. Upon forfeiture and cancellation of the shares the member is
        discharged from any further obligation to the Company with respect to
        the shares forfeited and cancelled.
<PAGE>   7

                                      LIEN

33.     The Company shall have a first and paramount lien on every share issued
        for a promissory note or for any other binding obligation to contribute
        money or property or any combination thereof to the Company, and the
        Company shall also have a first and paramount lien on every share
        standing registered in the name of a member, whether singly or jointly
        with any other person or persons, for all the debts and liabilities of
        such member or his estate to the Company, whether the same shall have
        been incurred before or after notice to the Company of any interest of
        any person other than such member, and whether the time for the payment
        or discharge of the same shall have actually arrived or not, and
        notwithstanding that the same are joint debts or liabilities of such
        member or his estate and any other person, whether a member of the
        Company or not. The Company's lien on a share shall extend to all
        dividends payable thereon. The directors 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 Regulation.

34.     In the absence of express provisions regarding sale in the promissory
        note or other binding obligation to contribute money or property, the
        Company may sell, in such manner as the directors may by resolution of
        directors determine, any share on which the Company has a lien, but no
        sale shall be made unless some sum in respect of which the lien exists
        is presently payable nor until the expiration of twenty-one days after a
        notice in writing, stating and demanding payment of the sum presently
        payable and giving notice of the intention to sell in default of such
        payment, has been served on the holder for the time being of the share.

35.     The net proceeds of the sale by the Company of any shares on which it
        has a lien shall be applied in or towards payment of discharge of the
        promissory note or other binding obligation to contribute money or
        property or any combination thereof in respect of which the lien exists
        so far as the same 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) be paid to the holder of the share
        immediately before such sale. For giving effect to any such sale the
        directors may authorize some person to transfer the share sold to the
        purchaser thereof. The purchaser shall be registered as the holder of
        the share and he 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 the proceedings in reference to the sale.

                               TRANSFER OF SHARES

36.     Subject to any limitations in the Memorandum, registered shares in the
        Company may be transferred by a written instrument of transfer signed by
        the transferor and containing the name and address of the transferee,
        but in the absence of such written instrument of transfer the directors
        may accept such evidence of a transfer of shares as they consider
        appropriate.

37.     The Company shall not be required to treat a transferee of a registered
        share in the Company as a member until the transferee's name has been
        entered in the share register.
<PAGE>   8


                             TRANSMISSION OF SHARES

38.     The executor or administrator of a deceased member, the guardian of an
        incompetent member or the trustee of a bankrupt member shall be the only
        person recognized by the Company as having any title to his share but
        they shall not be entitled to exercise any rights as a member of the
        Company until they have proceeded as set forth in the next following
        three Regulations.

39.     The production to the Company of any document which is evidence of
        probate of the will, or letters of administration of the estate, or
        confirmation as executor, of a deceased member or of the appointment of
        a guardian of an incompetent member or the trustee of a bankrupt member
        shall be accepted by the Company even if the deceased, incompetent or
        bankrupt member is domiciled outside the British Virgin Islands if the
        document evidencing the grant of probate or letters of administration,
        confirmation as executor, appointment as guardian or trustee in
        bankruptcy is issued by a foreign court which had competent jurisdiction
        in the matter. For the purpose of establishing whether or not a foreign
        court had competent jurisdiction in such a matter the directors may
        obtain appropriate legal advice. The directors may also require an
        indemnity to be given by the executor, administrator, guardian or
        trustee in bankruptcy.

40.     Any person becoming entitled by operation of law or otherwise to a share
        or shares in consequence of the death, incompetence or bankruptcy of any
        member may be registered as a member upon such evidence being produced
        as may reasonably be required by the directors. An application by any
        such person to be registered as a member shall for all purposes be
        deemed to be a transfer of shares of the deceased, incompetent or
        bankrupt member and the directors shall treat it as such.

41.     Any person who has become entitled to a share or shares in consequence
        of the death, incompetence or bankruptcy of any member may, instead of
        being registered himself, request in writing that some person to be
        named by him be registered as the transferee of such share or shares and
        such request shall likewise be treated as if it were a transfer.

42.     What amounts to incompetence on the part of a person is a matter to be
        determined by the court having regard to all the relevant evidence and
        the circumstances of the case.

                        REDUCTION OR INCREASE IN AUTHORIZED CAPITAL OR CAPITAL

43.     The Company may by a resolution of directors or a resolution of members
        amend the Memorandum to increase or reduce its authorized capital and in
        connection therewith the Company may in respect of any unissued shares
        increase or reduce the number of such shares, increase or reduce the par
        value of any such shares or effect any combination of the foregoing.


44.     Subject to the requirements of the Memorandum, the Company may by either
        a resolution of members or a resolution of directors amend the
        Memorandum to


        a)     increase or reduce its authorized capital and in connection
               therewith the Company may in respect of any unissued shares
               increase or reduce the number of such shares, increase or reduce
               the par value of any such shares or effect any combination of the
               foregoing;
<PAGE>   9

        b)     increase the number of its shares having no par value;

        c)     increase its capital constituted by shares of no par value by
               transferring reserves or profits to the capital, with or without
               a distribution of shares;

        d)     combine and divide all or any part of its share capital into
               shares of larger amount than its existing shares or combine and
               reduce the number of the issued no par value shares;

        e)     increase the number of its issued no par value shares without an
               increase of its capital;

        f)     subdivide its shares, or any of them, into shares of smaller
               amount than is fixed by the Memorandum;

        g)     convert any shares having a par value into shares of no par
               value;

        h)     convert any shares of no par value into shares having a par
               value; or

        i)     convert any of its shares, whether issued or not, into shares of
               another class.

45.     The Company may by a resolution of directors or a resolution of members
        amend the Memorandum to

        (a)    divide the shares, including issued shares, of a class or series
               into a larger number of shares of the same class or series; or

        (b)    combine the shares, including issued shares, of a class or series
               into a smaller number of shares of the same class or series,

        provided, however, that where shares are divided or combined under (a)
        or (b) of this Regulation, the aggregate par value of the new shares
        must be equal to the aggregate par value of the original shares.

46.     The capital of the Company may by a resolution of directors be increased
        by transferring an amount of the surplus of the Company to capital.

47.     Subject to the provisions of the two next succeeding Regulations, the
        capital of the Company may by resolution of directors be reduced by
        transferring an amount of the capital of the Company to surplus.

48.     No reduction of capital shall be effected that reduces the capital of
        the Company to an amount that immediately after the reduction is less
        than the aggregate par value of all outstanding shares with par value
        and all shares with par value held by the Company as treasury shares and
        the aggregate of the amounts designated as capital of all outstanding
        shares without par value and all shares without par value held by the
        Company as treasury shares that are entitled to a preference, if any, in
        the assets of the Company upon liquidation of the Company.

49.     No reduction of capital shall be effected unless the directors determine
        that immediately after the reduction the Company will be able to satisfy
        its liabilities as they become due in the ordinary course of its
        business and that the realizable assets of the Company will not be less
        than its total liabilities, other than deferred taxes, as shown in the
        books of the
<PAGE>   10

        Company and its remaining capital, and, in the absence of fraud, the
        decision of the directors as to the realizable value of the assets of
        the Company is conclusive, unless a question of law is involved.

                        MEETINGS AND CONSENTS OF MEMBERS

50.     Any action required or permitted to be taken by the members must be
        effected at a duly called annual or special meeting (as described in
        Regulations 52 and 53) of the members entitled to vote on such action
        and may not be effected by written resolution.

51.     Meetings of members shall be held at such places as may be fixed from
        time to time by the directors.

52.     An annual meeting of members for election of directors and for such
        other business as may come before the meeting shall be held each year at
        such date and time as may be determined by the directors.

53.     Special meetings of members (being all meetings of members which are not
        annual meetings) may be called only by the directors pursuant to a
        resolution of directors to that effect or by the chief executive
        officer, save that upon the written request of members holding more than
        50 percent of the votes of the outstanding voting shares in the Company,
        the directors and the chief executive officer shall convene a special
        meeting of members.

54.     Written notice of all meetings of members, stating the time, place and
        purposes thereof, shall be given not fewer than ten days before the date
        of the proposed meeting to those persons whose names appear as members
        in the share register of the Company on the date of the notice and are
        entitled to vote at the meeting.

55.     The directors may fix the date notice is given of a meeting of members
        as the record date for determining those shares that are entitled to
        vote at the meeting.

56.     A meeting of members may be called on short notice:

        (a)    if members holding not less than 90 percent of the total number
               of shares entitled to vote on all matters to be considered at the
               meeting, or 90 percent of the votes of each class or series of
               shares where members are entitled to vote thereon as a class or
               series together with not less than a 90 percent majority of the
               remaining votes, have agreed to short notice of the meeting, or

        (b)    if all members holding shares entitled to vote on all or any
               matters to be considered at the meeting have waived notice of the
               meeting and for this purpose presence at the meeting shall be
               deemed to constitute waiver.

57.     The inadvertent failure of the directors to give notice of a meeting to
        a member, or the fact that a member has not received notice, does not
        invalidate the meeting.

58.     A member may be represented at a meeting of members by a proxy who may
        speak and vote on behalf of the member.
<PAGE>   11

59.     The instrument appointing a proxy shall be produced at the place
        appointed for the meeting before the time for holding the meeting at
        which the person named in such instrument proposes to vote.

60.     An instrument appointing a proxy shall be in substantially the following
        form or such other form as the Chairman of the meeting shall accept as
        properly evidencing the wishes of the member appointing the proxy:

--------------------------------------------------------------------------------
                                (Name of Company)

        I/We ___________________________________________________________________
        being a member of the above Company with__________________________shares

        HEREBY APPOINT__________________________________________________________

        of______________________________________________________________________

        or failing him__________________________________________________________

        of______________________________________________________________________
        to be my/our proxy to vote for me/us at the meeting of members to be
        held on the_______________day of_________________________________and at
        any adjournment thereof.

        [Any restrictions on voting to be inserted here]


        Signed this______________________day of_________________________________

        __________________________________
        Member

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

61. The following shall apply in respect of joint ownership of shares:

        (a)    if two or more persons hold shares jointly each of them may be
               present in person or by proxy at a meeting of members and may
               speak as a member;

        (b)    if only one of the joint owners is present in person or by proxy
               he may vote on behalf of all joint owners, and
        (c)    if two or more of the joint owners are present in person or by
               proxy they must vote as one.

62.     A member shall be deemed to be present at a meeting of members if he
        participates by telephone or other electronic means and all members
        participating in the meeting are able to hear each other.

63.     A meeting of members is duly constituted if, at the commencement of the
        meeting, there are present in person or by proxy not less than 50
        percent of the votes of the shares or class or series of shares entitled
        to vote on resolutions of members to be considered at the meeting. If a
        quorum be present, notwithstanding the fact that such quorum may be
        represented by only one person then such person may resolve any matter
        and a certificate
<PAGE>   12

        signed by such person accompanied where such person be a proxy by a copy
        of the proxy form shall constitute a valid resolution of members.

64.     If within two hours from the time appointed for the meeting a quorum is
        not present, the meeting, if convened upon the requisition of members,
        shall be dissolved; in any other case it shall stand adjourned to the
        next business day at the same time and place or to such other time and
        place as the directors may determine, and if at the adjourned meeting
        there are present within one hour from the time appointed for the
        meeting in person or by proxy not less than one third of the votes of
        the shares or each class or series of shares entitled to vote on the
        resolutions to be considered by the meeting, those present shall
        constitute a quorum but otherwise the meeting shall be dissolved.

65.     At any meeting of members, only such business shall be conducted as
        shall have been brought before such meeting:

        (a)    by or at the direction of the Chairman of the Board of Directors;
               or

        (b)    by any member who is a holder of record at the time of the giving
               of the notice provided for in Regulation 54 who is entitled to
               vote at the meeting and who complies with the procedures set out
               in Regulation 66.

66.     (a)    For business to be properly brought to the annual meeting of
               members by a member, the member must have given written notice
               thereof, either by personal delivery or by prepaid registered
               post to the Secretary of the Company (the "Secretary") at the
               principal executive offices of the Company not less than 30 days
               nor more than 60 days prior to the meeting as originally
               scheduled, provided, however, that, if less than 40 days' notice
               or prior public disclosure of the date of the meeting is given or
               made to members, notice by the member to be timely must be so
               received not later than the close of business on the fifth day
               following the day on which such notice of the date of the general
               meeting was posted or such public disclosure was made. For the
               purposes of this Regulation 66, any adjournment(s) or
               postponement(s) of the original meeting whereby the meeting will
               reconvene within 30 days from original date shall be deemed, for
               purposes of notice, to be a continuation of the original meeting
               and no business may be brought before any reconvened meeting
               unless such timely notice of such business was given to the
               Secretary for the meeting as originally scheduled. A member's
               notice to the Secretary shall set out as to each matter that the
               member wishes to be brought before the meeting of members:

               (i)    a brief description of the business desired to be brought
                      before the meeting;

               (ii)   the name and address of record of the member proposing
                      such business;

               (iii)  the class and number of shares of the Company which are
                      beneficially owned by such member;

               (iv)   any material interest of such member in such business; and

               (v)    if the member intends to solicit proxies in support of
                      such member's proposal, a representation to that effect
<PAGE>   13

        (b)    Notwithstanding the aforegoing, nothing in this Regulation 66
               shall be interpreted or construed to require the inclusion of
               information about any such proposal in any proxy statement
               distributed by, at the direction of, or on behalf of, the
               directors. The chairman of a meeting of members shall, if the
               facts so warrant, determine and declare to the meeting that
               business was not properly brought before the meeting in
               accordance with the provisions of this Regulation 66 and, if he
               should so determine, he shall so declare to the meeting and any
               such business not properly brought before the meeting shall not
               be transacted. However, the notice requirements set out in this
               Regulation 66 shall be deemed satisfied by a member if the member
               has notified the Company of his intention to present a proposal
               at a meeting of members and such member's proposal has been
               included in a proxy statement that has been distributed by, at
               the direction of, or on behalf of, the directors to solicit
               proxies for such meeting; provided that, if such member does not
               appear or send a qualified representative, as determined by the
               chairman of the meeting, to present such proposal at such
               meeting, the Company need not present such proposal for a vote at
               such meeting notwithstanding that proxies in respect of such vote
               may have been received by the Company.

67.     At every meeting of members, the Chairman of the Board of Directors
        shall preside as chairman of the meeting. If there is no Chairman of the
        Board of Directors or if the Chairman of the Board of Directors is not
        present at the meeting, the chief executive officer shall be the
        chairman. In the absence of the chief executive officer, such person as
        shall be selected by the Board of Directors shall act as chairman of the
        meeting.

68.     The chairman may, with the consent of the meeting, adjourn any meeting
        from time to time, and from place to place, but no business shall be
        transacted at any adjourned meeting other than the business left
        unfinished at the meeting from which the adjournment took place.

69.     At any meeting of the members the chairman shall be responsible for
        deciding in such manner as he shall consider appropriate whether any
        resolution has been carried or not and the result of his decision shall
        be announced to the meeting and recorded in the minutes thereof. If the
        chairman shall have any doubt as to the outcome of any resolution put to
        the vote, he shall cause a poll to be taken of all votes cast upon such
        resolution, but if the chairman shall fail to take a poll then any
        member present in person or by proxy who disputes the announcement by
        the chairman of the result of any vote may immediately following such
        announcement demand that a poll be taken and the chairman shall
        thereupon cause a poll to be taken. If a poll is taken at any meeting,
        the result thereof shall be duly recorded in the minutes of that meeting
        by the chairman.

70.     Any person other than an individual shall be regarded as one member and
        subject to the specific provisions hereinafter contained for the
        appointment of representatives of such persons the right of any
        individual to speak for or represent such member shall be determined by
        the law of the jurisdiction where, and by the documents by which, the
        person is constituted or derives its existence. In case of doubt, the
        directors may in good faith seek legal advice from any qualified person
        and unless and until a court of competent jurisdiction shall otherwise
        rule, the directors may rely and act upon such advice without incurring
        any liability to any member.
<PAGE>   14

71.     Any person other than an individual which is a member of the Company may
        by resolution of its directors or other governing body authorize such
        person as it thinks fit to act as its representative at any meeting of
        the Company or of any class of members of the Company, and the person so
        authorized shall be entitled to exercise the same powers on behalf of
        the person which he represents as that person could exercise if it were
        an individual member of the Company.

72.     The chairman of any meeting at which a vote is cast by proxy or on
        behalf of any person other than an individual may call for a notarially
        certified copy of such proxy or authority which shall be produced within
        7 days of being so requested or the votes cast by such proxy or on
        behalf of such person shall be disregarded.

73.     Directors of the Company may attend and speak with members of the
        Company and at any separate meeting of the holders of any class or
        series of shares in the Company.

74.     No business of the Company shall be conducted at a meeting of members
        except in accordance with the provisions of these Regulations 50 to 73.

                                    DIRECTORS

75.     The number of directors shall be seven (7). Subject to the requirements
        of the Memorandum, the directors may by a resolution of directors, amend
        this Regulation 75 to change the number of directors.

76.     The continuing directors may act, notwithstanding any casual vacancy in
        their body, so long as there remain in office not less than the
        prescribed minimum number of directors duly qualified to act, but if the
        number falls below the prescribed minimum, the remaining directors shall
        not act except for the purpose of filling such vacancy.

77.     The shareholding qualification for directors may be fixed, and from time
        to time varied, by a resolution of members and unless and until so fixed
        no qualification shall be required. A director must be an individual.

78.     The directors may, by a resolution of directors, fix the emoluments of
        directors with respect to services to be rendered in any capacity to the
        Company.

                     APPOINTMENT AND RETIREMENT OF DIRECTORS

79.     (a)    The first directors of the Company shall be appointed by the
               subscribers to the Memorandum, and thereafter, directors shall be
               elected by resolution of members to serve the term set forth in
               Regulation 79(b).

        (b)    The resolutions of members adopting these Amended & Restated
               Memorandum and Articles of Association (the "Classification
               Resolution") shall include a resolution designating all of the
               then directors of the Company as either "A" directors, "B"
               directors or "C" directors, with each class of director to be as
               nearly equal in number as possible. From the date of the
               Classification Resolution no directors shall be appointed without
               being designated either "A", "B" or "C" directors so as to ensure
               that the classes of directors remain as nearly equal as possible
               and the term of each director shall be:
<PAGE>   15

               (i)    in the case of an "A" director, until the next annual
                      meeting of members following the date of the
                      Classification Resolution, and thereafter for a term of
                      three years;

               (ii)   in the case of a "B" director, until the second annual
                      meeting of members following the date of the
                      Classification Resolution, and thereafter for a term of
                      three years; and

               (iii)  in the case of a "C" director, until the third annual
                      meeting of members following the date of the
                      Classification Resolution, and thereafter for a term of
                      three years

               with each class to hold office until its successors are duly
               elected. Retiring directors shall be eligible for re-election.

80.     Any vacancy on the Board of Directors resulting from death, resignation,
        removal or other cause and any newly created directorship resulting from
        any increase in the authorized number of directors between meetings of
        members shall be filled only by the affirmative vote of a majority of
        all the directors then in office (even if less than a quorum) and any
        director so appointed shall:

        (a)    be designated by the directors as either a "A", "B" or "C"
               director so as to ensure that the classes of directors referred
               to in Regulation 79 remain as nearly equal as possible; and

        (b)    hold office for the remainder of the full term of the class of
               directorship in which the vacancy occurred or the new
               directorship was created when he or a successor shall be duly
               re-elected or elected as the case may be, or until his earlier
               death, resignation or removal from office in accordance with
               these Articles or any applicable law.

81.     (a)    Nominations of persons for election to the Board of Directors
               shall be made only at a meeting of members and only

               (i)    by or at the direction of the directors; or

               (ii)   by a member entitled to vote for the election of directors
                      who complies with the notice procedures set out below.

        (b)    Such nominations, other than those made by or at the direction of
               the directors, shall be made pursuant to timely notice in writing
               to the Secretary. To be timely, a members' notice shall be
               delivered to or mailed and received at the principal executive
               offices of the Company not less than 30 days nor more than 60
               days before the meeting, provided, however, that if less than 40
               days notice or prior public disclosure of the date of the meeting
               is given or made to members, notice by the member to be timely
               must be so received not later than the close of business on the
               tenth day following the day on which such notice of the date of
               the meeting was mailed or such public disclosure was made. For
               the purposes of this Regulation, any adjournment or postponement
               of the original meeting whereby the meeting will reconvene within
               30 days from the original date shall be deemed for the purposes
               of this notice to be a continuation of the original meeting
<PAGE>   16

               and no nominations by a member of persons to be elected directors
               of the Company may be made at any such reconvened meeting unless
               pursuant to a notice which was timely for the meeting on the date
               originally scheduled. Each such notice shall set out

               (i)    the name and address of the member who intends to make the
                      nomination and of the persons to be nominated;

               (ii)   a representation that the member is a holder of record of
                      shares in the Company entitled to vote at such meeting and
                      that he intends to appear in person or by a proxy at the
                      meeting to nominate the persons specified in the notice;

               (iii)  a description of all arrangements or understandings
                      between the member and each nominee and any other person
                      (naming such person) pursuant to which the nominations are
                      to be made by the member;

               (iv)   such other information regarding each nominee proposed by
                      such member as would have been required to be included in
                      a proxy statement filed pursuant to the proxy rules of the
                      United States Securities and Exchange Commission, had each
                      nominee been nominated, or intended to be nominated, by
                      the directors;

               (v)    the consent of each nominee to serve as a director of the
                      Company if so elected; and

               (vi)   if the member intends to solicit proxies in support of
                      such member's nominees, a representation to that effect.

82.     The chairman of the meeting may refuse to acknowledge the nomination of
        any person not made in compliance with the aforegoing procedure detailed
        in Regulation 81. Only such persons as are nominated in accordance with
        the procedures set out in Regulation 81 shall be eligible to serve as
        directors of the Company. If at any meeting of members at which an
        election of directors ought to take place, the place of any retiring
        director is not filled, he shall, if willing, continue in office until
        the dissolution of the annual meeting of members in the next year, and
        so on from year to year until his place is filled, unless it shall be
        determined at such meeting not to fill such vacancy.

83.     The appointment of a director shall take effect upon compliance with the
        requirements of the Act.

                    DISQUALIFICATION AND REMOVAL OF DIRECTORS

84.     Subject to the provisions of the Act, a director shall cease to hold
        office as such only:

        (a)    if he becomes of unsound mind; or

        (b)    if (unless he is not required to hold a share qualification) he
               has not duly qualified himself within two months of his
               appointment or if he ceases to hold the required number of shares
               to qualify him for office; or
<PAGE>   17

        (c)    if he is absent from meetings of the directors for six
               consecutive months without leave of the directors, provided that
               the directors shall have power to grant any director leave of
               absence for any or an indefinite period; or

        (d)    if he dies; or

        (e)    one month or, with the permission of the directors earlier, after
               he has given notice in writing of his intention to resign; or

        (f)    if he shall, pursuant to the provisions of the Act, be
               disqualified or cease to hold office or be prohibited from acting
               as director; or

        (g)    if he is removed from office by a resolution signed by all the
               other directors; or

        (h)    if he is removed from office for cause by a resolution of
               members. For the purposes hereof, cause means the wilful and
               continuous failure by a director to substantially perform his
               duties to the Company (other than any such failure resulting from
               incapacity due to physical or mental illness) or the wilful
               engaging by the director in gross misconduct materially and
               demonstrably injurious to the Company; or

        (i)    if he is removed from office without cause by a resolution of the
               majority of the members of the Company, being for the purposes of
               this Regulation 84(i) only, an affirmative vote of the holders of
               66 2/3 percent or more of the outstanding votes of the shares
               entitled to vote thereon.

                              REGISTER OF DIRECTORS

85.     The Company may determine by resolution of directors to keep a register
        of directors containing:

        (a)    the names and addresses of the persons who are directors of the
               Company;

        (b)    the date on which each person whose name is entered in the
               register was appointed as director of the Company; and

        (c)    the date on which each person named as a director ceased to be a
               director of the Company.

86.     If the directors determine to maintain a register of directors, a copy
        thereof shall be kept at the registered office of the Company and the
        Company may determine by resolution of directors to register a copy of
        the register with the Registrar of Companies.

                               MANAGING DIRECTORS

87.     The directors may from time to time and by resolution of directors
        appoint one or more of their number to be a managing director or joint
        managing director and may, subject to any contract between him or them
        and the Company, from time to time terminate his or their appointment
        and appoint another or others in his or their place or places.
<PAGE>   18

88.     A director appointed in terms of the provisions of Regulation 87 to the
        office of managing director of the Company may be paid, in addition to
        the remuneration payable in terms of Regulation 78, such remuneration
        not exceeding a reasonable maximum in each year in respect of such
        office as may be determined by a disinterested quorum of the directors.

89.     The directors may from time to time, by resolution of directors, entrust
        and confer upon a managing director for the time being such of the
        powers and authorities vested in them as they think fit, save that no
        managing director shall have any power or authority with respect to the
        matters requiring a resolution of directors under the Act.

                               POWERS OF DIRECTORS

90.     The business and affairs of the Company shall be managed by the
        directors who may exercise all such powers of the Company as are not by
        the Act or by the Memorandum or these Articles required to be exercised
        by the members of the Company, subject to any delegation of such powers
        as may be authorized by these Articles and to such requirements as may
        be prescribed by a resolution of members; but no requirement made by a
        resolution of members shall prevail if it be inconsistent with these
        Articles nor shall such requirement invalidate any prior act of the
        directors which would have been valid if such requirement had not been
        made.

91.     The directors may, by a resolution of directors, appoint any person,
        including a person who is a director, to be an officer or agent of the
        Company. The resolution of directors appointing an agent may authorize
        the agent to appoint one or more substitutes or delegates to exercise
        some or all of the powers conferred on the agent by the Company.

92.     Every officer or agent of the Company has such powers and authority of
        the directors, including the power and authority to affix the Seal, as
        are set forth in these Articles or in the resolution of directors
        appointing the officer or agent, except that no officer or agent has any
        power or authority with respect to the matters requiring a resolution of
        directors under the Act.

93.     The directors may authorise the payment of such donations by the Company
        to such religious, charitable, public or other bodies, clubs, funds or
        associations or persons as may seem to them advisable in the interests
        of the Company.

94.     The directors may by resolution of directors exercise all the powers of
        the Company to borrow money and to mortgage or charge its undertakings
        and property or any part thereof, to issue debentures, debenture stock
        and other securities whenever money is borrowed or as security for any
        debt, liability or obligation of the Company or of any third party.

95.     All cheques, promissory notes, drafts, bills of exchange and other
        negotiable instruments and all receipts for moneys paid to the Company,
        shall be signed, drawn, accepted, endorsed or otherwise executed, as the
        case may be, in such manner as shall from time to time be determined by
        resolution of directors.

96.     The Company may determine by resolution of directors to maintain at its
        registered office a register of mortgages, charges and other
        encumbrances in which there shall be entered the following particulars
        regarding each mortgage, charge and other encumbrance:
<PAGE>   19

        (a)    the sum secured;

        (b)    the assets secured;

        (c)    the name and address of the mortgagee, chargee or other
               encumbrancer;

        (d)    the date of creation of the mortgage, charge or other
               encumbrance; and

        (e)    the date on which the particulars specified above in respect of
               the mortgage, charge or other encumbrance are entered in the
               register.

97.     The Company may further determine by a resolution of directors to
        register a copy of the register of mortgages, charges or other
        encumbrances with the Registrar of Companies.

                            PROCEEDINGS OF DIRECTORS

98.     The directors of the Company or any committee thereof may meet at such
        times and in such manner and places within or outside the British Virgin
        Islands as the directors may determine to be necessary or desirable.

99.     A director shall be deemed to be present at a meeting of directors if he
        participates by telephone or other electronic means and all directors
        participating in the meeting are able to hear each other.

100.    A director shall be given not less than 3 days notice of meetings of
        directors, but a meeting of directors held without 3 days notice having
        been given to all directors shall be valid if all the directors entitled
        to vote at the meeting who do not attend, waive notice of the meeting
        and for this purpose, the presence of a director at a meeting shall
        constitute waiver on his part. The inadvertent failure to give notice of
        a meeting to a director, or the fact that a director has not received
        the notice, does not invalidate the meeting.


101.    A meeting of directors is duly constituted for all purposes if at the
        commencement of the meeting there are present in person not less than
        one-half of the total number of directors, unless there are only 2
        directors in which case the quorum shall be 2.

102.    At every meeting of the directors the Chairman of the Board of Directors
        shall preside as chairman of the meeting. If there is no Chairman of the
        Board of Directors or if the Chairman of the Board of Directors is not
        present at the meeting the Vice-Chairman of the Board of Directors shall
        preside. If there is no Vice-Chairman of the Board of Directors or if
        the Vice-Chairman of the Board of Directors is not present at the
        meeting the directors present shall choose some one of their number to
        be chairman of the meeting.

103.    An action that may be taken by the directors or a committee of directors
        at a meeting may also be taken by a resolution of directors or a
        committee of directors consented to in writing or by telex, telegram,
        cable, facsimile or other written electronic communication by three
        quarters of the directors or three quarters of the members of the
        committee as the case may be, provided that a copy of the proposed
        resolution will have been sent to all of
<PAGE>   20

        the directors or the members of the committee, for their consent. The
        consent may be in the form of counterparts, each counterpart being
        signed by one or more directors.

104.    The directors shall cause the following corporate records to be kept:

        (a)    minutes of all meetings of directors, members, committees of
               directors, committees of officers and committees of members;

        (b)    copies of all resolutions consented to by directors, members,
               committees of directors, committees of officers and committees of
               members; and

        (c)    such other accounts and records as the directors by resolution of
               directors consider necessary or desirable in order to reflect the
               financial position of the Company.

105.    The books, records and minutes shall be kept at the registered office of
        the Company, its principal place of business or at such other place as
        the directors determine.

                                   COMMITTEES

106.    The directors may, by resolution of directors, designate one or more
        committees, each consisting of one or more directors.

107.    Each committee of directors has such powers and authorities of the
        directors, including the power and authority to affix the Seal, as are
        set forth in the resolution of directors establishing the committee,
        except that no committee has any power or authority to amend the
        Memorandum or these Articles, to appoint directors or fix their
        emoluments, or to appoint officers or agents of the Company.

108.    The meetings and proceedings of each committee of directors consisting
        of 2 or more directors shall be governed mutatis mutandis by the
        provisions of these Articles regulating the proceedings of directors so
        far as the same are not superseded by any provisions in the resolution
        establishing the committee.

                                    OFFICERS

109.    The Company may by resolution of directors appoint officers of the
        Company at such times as shall be considered necessary or expedient.
        Such officers may consist of a Chief Executive Officer or one or more
        Joint Chief Executive Officers, a Chairman of the Board of Directors, a
        Vice-Chairman of the Board of Directors, a President or one or more
        Joint Presidents, a Chief Operating Officer and one or more
        Vice-Presidents, Secretaries and Treasurers and such other holders of
        any other executive office in the Company or officers as may from time
        to time be deemed desirable. Any number of offices may be held by the
        same person.

110.    The officers shall perform such duties as shall be prescribed at the
        time of their appointment subject to any modification in such duties as
        may be prescribed thereafter by resolution of directors or resolution of
        members, but in the absence of any specific allocation of duties it
        shall be the responsibility of the Chairman of the Board of Directors to
        preside at meetings of directors and members, the Vice-Chairman to act
        in the absence of the Chairman, the President to manage the day to day
        affairs of the Company, the Vice-Presidents to act in order of seniority
        in the absence of the President but otherwise
<PAGE>   21

        to perform such duties as may be delegated to them by the President, the
        Secretaries to maintain the share register, minute books and records
        (other than financial records) of the Company and to ensure compliance
        with all procedural requirements imposed on the Company by applicable
        law, and the Treasurer to be responsible for the financial affairs of
        the Company.

111.    The emoluments of all officers shall be fixed by resolution of
        directors.

112.    The officers of the Company shall hold office until their successors are
        duly elected and qualified, but any officer elected or appointed by the
        directors may be removed at any time, with or without cause, by
        resolution of directors. Any vacancy occurring in any office of the
        Company may be filled by resolution of directors.

                              CONFLICT OF INTERESTS

113.    No agreement or transaction between the Company and one or more of its
        directors or any person in which any director has a financial interest
        or to whom any director is related, including as a director of that
        other person, is void or voidable for this reason only or by reason only
        that the director is present at the meeting of directors or at the
        meeting of the committee of directors that approves the agreement or
        transaction or that the vote or consent of the director is counted for
        that purpose if the material facts of the interest of each director in
        the agreement or transaction and his interest in or relationship to any
        other party to the agreement or transaction are disclosed in good faith
        or are known by the other directors.

114.    A director who has an interest in any particular business to be
        considered at a meeting of directors or members may be counted for
        purposes of determining whether the meeting is duly constituted.

                                 INDEMNIFICATION

1l5.    To the full extent permitted by the Act or any other applicable laws
        presently or hereafter in effect, no director of the Company shall be
        personally liable to the Company or its members for or with respect to
        any acts or omissions in the performance of his or her duties as a
        director of the Company. Any repeal or modification of this Regulation
        115 by a resolution of members shall not adversely affect the right or
        protection of a director of the Company existing at the time of such
        repeal or modification with respect to acts or omissions occurring prior
        to such repeal or modification.

116.    Subject to the limitations hereinafter provided the Company may
        indemnify against all expenses, including legal fees, and against all
        judgments, fines and amounts paid in settlement and reasonably incurred
        in connection with legal, administrative or investigative proceedings
        any person who

        (a)    is or was a party or is threatened to be made a party to any
               threatened, pending or completed proceedings, whether civil,
               criminal, administrative or investigative, by reason of the fact
               that the person is or was a director, an officer or a liquidator
               of the Company; or
<PAGE>   22

        (b)    is or was, at the request of the Company, serving as a director,
               officer or liquidator of, or in any other capacity is or was
               acting for, another company or a partnership, joint venture,
               trust or other enterprise.

117.    The Company may only indemnify a person if the person acted honestly and
        in good faith with a view to the best interests of the Company and, in
        the case of criminal proceedings, the person had no reasonable cause to
        believe that his conduct was unlawful.

118.    The decision of the directors as to whether the person acted honestly
        and in good faith and with a view to the best interests of the Company
        and as to whether the person had no reasonable cause to believe that his
        conduct was unlawful is, in the absence of fraud, sufficient for the
        purposes of these Articles, unless a question of law is involved.

119.    The termination of any proceedings by any judgment, order, settlement,
        conviction or the entering of a nolle prosequi does not, by itself,
        create a presumption that the person did not act honestly and in good
        faith and with a view to the best interests of the Company or that the
        person had reasonable cause to believe that his conduct was unlawful.

120.    If a person to be indemnified has been successful in defence of any
        proceedings referred to above the person is entitled to be indemnified
        against all expenses, including legal fees, and against all judgments,
        fines and amounts paid in settlement and reasonably incurred by the
        person in connection with the proceedings.

121.    The Company may purchase and maintain insurance in relation to any
        person who is or was a director, an officer or a liquidator of the
        Company, or who at the request of the Company is or was serving as a
        director, an officer or a liquidator of, or in any other capacity is or
        was acting for, another company or a partnership, joint venture, trust
        or other enterprise, against any liability asserted against the person
        and incurred by the person in that capacity, whether or not the Company
        has or would have had the power to indemnify the person against the
        liability as provided in these Articles.

                                      SEAL

122.    The Company may have more than one Seal and references herein to the
        Seal shall be references to every Seal which shall have been duly
        adopted by resolution of directors. The directors shall provide for the
        safe custody of the Seal and for an imprint thereof to be kept at the
        Registered Office. Except as otherwise expressly provided herein the
        Seal when affixed to any written instrument shall be witnessed and
        attested to by the signature of a director or any other person so
        authorized from time to time by resolution of directors. Such
        authorization may be before or after the Seal is affixed, may be general
        or specific and may refer to any number of sealings. The Directors may
        provide for a facsimile of the Seal and of the signature of any director
        or authorized person which may be reproduced by printing or other means
        on any instrument and it shall have the same force and validity as if
        the Seal had been affixed to such instrument and the same had been
        signed as hereinbefore described.

                                    DIVIDENDS

123.    The Company may by a resolution of directors declare and pay dividends
        in money, shares, or other property, but dividends shall only be
        declared and paid out of surplus. In the event that dividends are paid
        in specie the directors shall have responsibility for
<PAGE>   23

        establishing and recording in the resolution of directors authorizing
        the dividends, a fair and proper value for the assets to be so
        distributed.

124.    The directors may from time to time pay to the members such interim
        dividends as appear to the directors to be justified by the profits of
        the Company.

125.    The directors may, before declaring any dividend, set aside out of the
        profits of the Company such sum as they think proper as a reserve fund,
        and may invest the sum so set aside as a reserve fund upon such
        securities as they may select.

126.    No dividend shall be declared and paid unless the directors determine
        that immediately after the payment of the dividend the Company will be
        able to satisfy its liabilities as they become due in the ordinary
        course of its business and the realizable value of the assets of the
        Company will not be less than the sum of its total liabilities, other
        than deferred taxes, as shown in its books of account, and its capital.
        In the absence of fraud, the decision of the directors as to the
        realizable value of the assets of the Company is conclusive, unless a
        question of law is involved.

127.    Notice of any dividend that may have been declared shall be given to
        each member in manner hereinafter mentioned and all dividends unclaimed
        for 3 years after having been declared may be forfeited by resolution of
        directors for the benefit of the Company.

128.    No dividend shall bear interest as against the Company and no dividend
        shall be paid on treasury shares or shares held by another company of
        which the Company holds, directly or indirectly, shares having more than
        50 percent of the vote in electing directors.

129.    A share issued as a dividend by the Company shall be treated for all
        purposes as having been issued for money equal to the surplus that is
        transferred to capital upon the issue of the share.

130.    In the case of a dividend of authorized but unissued shares with par
        value, an amount equal to the aggregate par value of the shares shall be
        transferred from surplus to capital at the time of the distribution.

131.    In the case of a dividend of authorized but unissued shares without par
        value, the amount designated by the directors shall be transferred from
        surplus to capital at the time of the distribution, except that the
        directors must designate as capital an amount that is at least equal to
        the amount that the shares are entitled to as a preference, if any, in
        the assets of the Company upon liquidation of the Company.

132.    A division of the issued and outstanding shares of a class or series of
        shares into a larger number of shares of the same class or series having
        a proportionately smaller par value does not constitute a dividend of
        shares.

                               ACCOUNTS AND AUDIT

133.    The Company may by resolution of members call for the directors to
        prepare periodically a profit and loss account and a balance sheet. The
        profit and loss account and balance sheet shall be drawn up so as to
        give respectively a true and fair view of the profit and loss of the
        Company for the financial period and a true and fair view of the state
        of affairs of the Company as at the end of the financial period.
<PAGE>   24

134.    The Company may by resolution of members call for the accounts to be
        examined by auditors.

135.    The first auditors of the Company and subsequent auditors shall be
        appointed by resolution of directors.

136.    The auditors may be members of the Company but no director or other
        officer shall be eligible to be an auditor of the Company during his
        continuance in office.

137.    The remuneration of the auditors of the Company

        (a)    in the case of auditors appointed by the directors, may be fixed
               by resolution of directors; and

        (b)    subject to the foregoing, shall be fixed by resolution of members
               or in such manner as the Company may by resolution of members
               determine.

138.    The auditors shall examine each profit and loss account and balance
        sheet required to be served on every member of the Company or laid
        before a meeting of the members of the Company and shall state in a
        written report whether or not

        (a)    in their opinion the profit and loss account and balance sheet
               give a true and fair view respectively of the profit and loss for
               the period covered by the accounts, and of the state of affairs
               of the Company at the end of that period; and

        (b)    all the information and explanations required by the auditors
               have been obtained.

139.    The report of the auditors shall be annexed to the accounts and shall be
        read at the meeting of members at which the accounts are laid before the
        Company or shall be served on the members.

140.    Every auditor of the Company shall have a right of access at all times
        to the books of account and vouchers of the Company, and shall be
        entitled to require from the directors and officers of the Company such
        information and explanations as he thinks necessary for the performance
        of the duties of the auditors.

141.    The auditors of the Company shall be entitled to receive notice of, and
        to attend any meetings of members of the Company at which the Company's
        profit and loss account and balance sheet are to be presented.

                                     NOTICES

142.    Any notice, information or written statement to be given by the Company
        to members may be served in the case of members holding registered
        shares in any way by which it can reasonably be expected to reach each
        member or by mail addressed to each member at the address shown in the
        share register.

143.    Any summons, notice, order, document, process, information or written
        statement to be served on the Company may be served by leaving it, or by
        sending it by registered mail
<PAGE>   25

        addressed to the Company, at its registered office, or by leaving it
        with, or by sending it by registered mail to, the registered agent of
        the Company.

144.    Service of any summons, notice, order, document, process, information or
        written statement to be served on the Company may be proved by showing
        that the summons, notice, order, document, process, information or
        written statement was delivered to the registered office or the
        registered agent of the Company or that it was mailed in such time as to
        admit to its being delivered to the registered office or the registered
        agent of the Company in the normal course of delivery within the period
        prescribed for service and was correctly addressed and the postage was
        prepaid.

                        PENSION AND SUPERANNUATION FUNDS

145.    The directors may establish and maintain or procure the establishment
        and maintenance of any non-contributory or contributory pension or
        superannuation funds for the benefit of, and give or procure the giving
        of donations, gratuities, pensions, allowances or emoluments to, any
        persons who are or were at any time in the employment or service of the
        Company or any company which is a subsidiary of the Company or is allied
        to or associated with the Company or with any such subsidiary, or who
        are or were at any time directors or officers of the Company or of any
        such other company as aforesaid or who hold or held any salaried
        employment or office in the Company or such other company, or any
        persons in whose welfare the Company or any such other company as
        aforesaid is or has been at any time interested, and to the wives,
        widows, families and dependents of any such person, and may make
        payments for or towards the insurance of any such persons as aforesaid,
        and may do any of the matters aforesaid either alone or in conjunction
        with any such other company as aforesaid. Subject always to the proposal
        being approved by resolution of members, a director holding any such
        employment or office shall be entitled to participate in and retain for
        his own benefit any such donation, gratuity, pension allowance or
        emolument.


                      VOLUNTARY WINDING UP AND DISSOLUTION

146.    The Company may voluntarily commence to wind up and dissolve by a
        resolution of members but if the Company has never issued shares it may
        voluntarily commence to wind up and dissolve by resolution of director.
<PAGE>   26

                                  CONTINUATION

147.    The Company may by resolution of members or by a resolution passed
        unanimously by all directors of the Company continue as a company
        incorporated under the laws of a jurisdiction outside the British Virgin
        Islands in the manner provided under those laws.



        We, Midocean Management and Trust Services (BVI) Limited, of 9 Columbus
Centre, Pelican Drive, Road Town, Tortola, British Virgin Islands for the
purpose of incorporating an International Business Company under the laws of the
British Virgin Islands hereby subscribe our name to these Articles of
Association the 30th day of January 1995 in the presence of:

/s/  L Gumbs                               /s/  J Prescott
__________________________________         ____________________________________

L GUMBS                                    J PRESCOTT
Witness                                    Subscriber

9 Columbus Centre                          Authorized Signatory
Pelican Drive, Road Town                   Midocean Management and Trust
Tortola                                    Services (BVI) Limited