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                                                                     EXHIBIT 1.1





ASHURST








The Companies Acts 1985 to 1989

Articles of Association of
Protherics Plc

Public Company Limited by Shares


As adopted by Special Resolution passed 18 July 2006


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(No.2459087)







The Companies Acts 1985 to 1989

Articles of Association of
Protherics Plc


Public Company Limited by Shares





                                   PRELIMINARY

1.        INTERPRETATION

          The headings hereto shall not affect the construction hereof, and in
          these Articles unless there be something in the subject or context
          inconsistent therewith:

          "ACT" means the Companies Act 1985 and every statutory modification or
          re-enactment thereof for the time being in force;

          "ADDRESS" in relation to Electronic Communications, includes any
          number or address used for the purpose of such communications;

          "THESE ARTICLES" means these Articles of Association or other articles
          of association of the Company from time to time in force;

          "AUDITORS" means the Auditors for the time being of the Company;

          "COMMUNICATION" shall have the same meaning as in the Electronic
          Communications Act;

          "DIRECTORS" means the directors for the time being of the Company;

          "DIVIDEND" includes bonus;

          "ELECTRONIC COMMUNICATION" shall have the same meaning as in the
          Electronic Communications Act

          "ELECTRONIC COMMUNICATIONS ACT" shall mean the Electronic
          Communications Act 2000;


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          "FINANCIAL SERVICES AUTHORITY" means the Financial Services Authority
          in its capacity as the competent authority for the purposes of Part VI
          of the Financial Services and Markets Act 2000;

          "LONDON STOCK EXCHANGE" means London Stock Exchange plc;

          "MEMBER" means a member of the Company;

          "MONTH" means calendar month;

          "NOTICE" means notice in writing or by Electronic Communication to an
          address for the time being notified for that purpose to the person
          giving that notice;

          "OFFICE" means the registered office for the time being of the
          Company;

          "PAID-UP" includes credited as paid up;

          "PROPERLY AUTHENTICATED DEMATERIALISED INSTRUCTION" shall have the
          same meaning as in the Regulations;

          "REGISTER" means the Register of Members to be kept pursuant to
          Section 352 of the Act;

          "REGULATIONS" means the Uncertificated Securities Regulations 2001;

          "RELEVANT SYSTEM" means the computer-based system and procedures which
          enable title to shares to be evidenced and transferred without a
          written instrument and which facilitate supplementary and incidental
          matters in accordance with the Regulations;

          "SEAL" means the common seal of the Company or any official or
          securities seal that the Company may have or be permitted to have
          under the Statutes;

          "SECRETARY" includes an assistant or deputy secretary, and any person
          appointed by the Directors to perform the duties of the Secretary;

          "SIGNED OR SIGNATURE" includes reference to a document being executed
          under hand or under seal or by any other method and, if the case may
          be, to it bearing an electronic signature;

          "STATUTE" means the Act, the Companies Act 1989, the Regulations, the
          Electronic Communications Act, and every other statute or subordinate
          legislation for the time being in force concerning companies and
          affecting the Company including every amendment or re-enactment (with
          or without amendment) thereof for the time being in force;

          "THE STOCK EXCHANGE" means the London Stock Exchange plc;

          "TREASURY SHARES" means qualifying shares (within the meaning of
          section 162(4) of the Act) held by the Company under section
          162(A)(1)(a) of the Act;

          "UNITED KINGDOM" means Great Britain and Northern Ireland; and

          "IN WRITING" and "WRITTEN" includes printing, lithography, and other
          modes of representing and reproducing words in a visible form and also
          (but only to the extent that (a) the Directors so resolve, either
          generally or in relation to a particularly category, or particular
          categories of documentation and (b) the recipient (if not the Company)
          has requested or agreed to such form) any Electronic Communication, or
          anything partly in one of these forms and partly in another;

          Words importing the singular number only include the plural number and
          vice versa.


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          Words importing the masculine gender only include the feminine gender.

          Words importing persons include corporations.

          Any reference herein to the provisions of any statute or of any
          subordinate legislation shall include any amendment or re-enactment
          (with or without amendment) thereof for the time being in force.

          Words and expressions defined in the Act shall, unless the context
          otherwise requires, have the same meanings in these Articles.

          A special or extraordinary resolution shall be effective for any
          purpose for which an ordinary resolution is expressed to be required
          under any provision of these Articles.

          References herein to a share being in certified form are references to
          that share being an uncertified unit of a security.

          Headings to these Articles are for convenience only and shall not
          affect construction.

2.        TABLE "A" NOT TO APPLY

          None of the regulations contained in Table "A" in the Schedule to the
          Companies (Tables A to F) Regulations 1985 as amended shall apply to
          the Company except so far as embodied in any of the following
          Articles, which shall be the regulations for the management of the
          Company.

                                  SHARE CAPITAL

3.        SHARE CAPITAL

          The capital of the Company at the date of adoption of these Articles
          as the articles of association of the Company is Pound
          Sterling7,400,000 divided into 370,000,000 Ordinary Shares of 2 pence
          each.

4.        ALLOTMENT OF SHARES

          Subject to the authority of the Company in General Meeting required by
          the Act, the Directors shall have unconditional authority to allot,
          grant options over, offer or otherwise deal with or dispose of any
          shares of the Company to such persons, at such times and generally on
          such terms and conditions as the directors may determine. The
          Directors may at any time after the allotment of any share but before
          any person has been entered in the Register as the holder, recognise a
          renunciation thereof by the allottee in favour of some other person
          and may accord to any allottee of a share a right to effect such
          renunciation upon and subject to such terms and conditions as the
          Directors may think fit to impose.

5.        SHARES MAY BE ISSUED SUBJECT TO DIFFERENT CONDITIONS AS TO CALLS

          The Directors may make arrangements on the issue of shares for a
          difference between the holders of such shares in the amount of Calls
          to be paid and the time of payment of such Calls.

6.        INSTALMENTS ON SHARES TO BE DULY PAID

          If by the conditions of allotment of any share the whole or part of
          the issue price thereof shall be payable by instalments, every such
          instalment shall, when due, be paid to the Company by the person who
          for the time being shall be the registered holder of the share.



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7.        LIABILITY OF JOINT HOLDERS OF SHARES

          The joint holders of a share shall be severally as well as jointly
          liable for payment of all instalments and Calls in respect of such
          share and any one of such persons may give an effectual receipt for
          any return of capital payable in respect of such share.

8.        PAYMENT OF COMMISSION

          In addition to all other powers of paying commissions, the Company may
          exercise the powers conferred by the Act of paying commissions to any
          person in consideration of his subscribing or agreeing to subscribe,
          whether absolutely or conditionally, for any shares in the Company or
          procuring or agreeing to procure subscriptions, whether absolute or
          conditional, for any shares in the Company. Such commission may be
          satisfied by payment of cash or (with the sanction of an Ordinary
          Resolution of the Company) the allotment of fully or partly paid
          shares or partly in one way and partly in the other. The Company may
          also on any issue of shares pay such brokerage as may be lawful.

9.        TRUSTS NOT RECOGNISED

          Save as herein otherwise provided or as by the Act otherwise required
          the Company shall be entitled to treat the registered holder of any
          share as the absolute owner thereof, and accordingly shall not except
          as ordered by a Court of competent jurisdiction or by law required be
          bound by or be compelled in any way to recognise (even when having
          notice thereof) any equitable, contingent, future or partial interest
          in any fractional part of a share or any other rights in respect of
          any share except an absolute right to the entirety thereof in the
          registered holder.

10.       FINANCIAL ASSISTANCE

          The Company shall not give any financial assistance for the
          acquisition of shares in the Company except and in so far as permitted
          by the Statutes.

11.       ALLOTMENT AT A DISCOUNT

          The shares of the Company shall not be allotted at a discount and save
          as permitted by the Statutes shall not be allotted except as paid up
          at least as to one-quarter of their nominal value and the whole of any
          premium thereon.

                                  CERTIFICATES

12.       UNCERTIFICATED SHARES

12.1      Unless otherwise determined by the Directors and permitted by the
          Regulations, no person shall be entitled to receive a certificate in
          respect of any share for so long as the title to that share is
          evidenced otherwise than by a certificate and for so long as transfers
          of that share may be made otherwise than by a written instrument by
          virtue of the Regulations. Notwithstanding any provisions of these
          Articles, the Directors shall have power to implement any arrangements
          they may, in their absolute discretion, think fit in relation to the
          evidencing of title to and transfer of an uncertificated share
          (subject always to the Regulations and the facilities and requirements
          of the relevant system concerned). No provision of these Articles
          shall apply or have effect to the extent that it is in any respect
          inconsistent with the holding of shares in uncertificated form.

12.2      Conversion of a certificated share into an uncertificated share, and
          vice versa, may be made in such manner as the Directors may, in their
          absolute discretion, think fit (subject always to the Regulations and
          the facilities and requirements of the relevant system concerned).



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12.3      The Company shall enter on the Register how many shares are held by
          each Member in uncertificated form and in certificated form and shall
          maintain the Register in each case as required by the Regulations and
          the relevant system concerned. Unless the Directors otherwise
          determine, holdings of the same holder or joint holders in
          certificated form and uncertificated form shall be treated as separate
          holdings.

12.4      A class of share shall not be treated as two classes by virtue only of
          that class comprising both certificated shares and uncertificated
          shares or as a result of any provision of these Articles or the
          Regulations which applies only in respect of certificated or
          uncertificated shares.

12.5      The Company shall be entitled, in accordance with regulation 32(2)(c)
          of the Regulations, to require the conversion of an uncertificated
          share into certificated form to enable it to deal with that share in
          accordance with any provision in these Articles.

12.6      The provisions of Articles 13 to 16 inclusive shall not apply to
          uncertificated shares.

13.       MEMBERS RIGHT TO CERTIFICATES

          Subject to Article 12, every person (other than a recognised clearing
          house (within the meaning of the Financial Services and Markets Act
          2000) or a nominee of a recognised clearing house or of a recognised
          investment exchange (within the meaning of the Financial Services and
          Markets Act 2000) in respect of whom the Company is not required by
          law to complete and have ready for delivery a certificate) upon
          becoming the holder of a certificated share and whose name is entered
          as a Member on the Register shall be entitled within the time
          specified by the Act and without payment to receive within two months
          after allotment or lodgement of transfer (or within such other period
          as the conditions of issue shall provide) one certificate for all the
          certificated shares registered in his name, or in the case of shares
          of more than one class being, registered in his name, to a separate
          certificate for each class of certificated share so registered, and
          where a Member (except such a clearing house or nominee) transfers
          part of the shares of any class registered in his name he shall be
          entitled without payment to one certificate for the balance of
          certificated shares of that class retained by him and registered in
          his name. Every such certificate of shares shall specify the number
          and class and the distinguishing numbers (if any) of the shares to
          which it relates and the amount paid up thereon. No certificate shall
          be issued relating to shares of more than one class. If any Member
          shall require additional certificates he shall pay for each additional
          certificate such sum (if any) not exceeding 5p as the Directors shall
          determine.

14.       AS TO ISSUE OF A NEW CERTIFICATE IN PLACE OF ONE DEFACED, LOST OR
          DESTROYED

          If any certificate be worn out or defaced then upon delivery thereof
          to the Directors they may order the same to be cancelled, and may
          issue a new certificate in lieu thereof, and if any certificate be
          worn out, lost or destroyed, then, upon proof thereof to the
          satisfaction of the Directors and on such indemnity with or without
          security as the Directors deem adequate being given, a new certificate
          in lieu thereof shall be given to the party entitled to such worn out,
          lost or destroyed certificate.

15.       COSTS

          Every certificate issued under the last preceding Article shall be
          issued without payment, but there shall be paid to the Company a sum
          equal to any exceptional expenses incurred by the Company of preparing
          any such indemnity and security as is referred to in that Article.


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16.       TO WHICH OF THE JOINT HOLDERS CERTIFICATES TO BE ISSUED

          The Company shall not be bound to issue more than one certificate in
          respect of shares registered in the names of two or more persons and
          such certificates shall be delivered to the person first named on the
          Register in respect of such shares.

                                 CALLS ON SHARES

17.       CALLS

          The Directors may, subject to the terms of allotment thereof, from
          time to time make such Calls as they think fit upon the Members in
          respect of all moneys unpaid on the shares held by them respectively
          provided that fourteen days' notice at least be given to each Call and
          each Member shall pay the amount of each Call so made upon him to the
          person and at the time and place specified by the Directors in the
          said notice. A call may be revoked or postponed in whole or in part,
          as the Directors may determine. 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.

18.       MAY BE PAYABLE BY INSTALMENTS, ETC

          A Call may be made payable by instalments and may, at any time before
          receipt by the Company of a sum due thereunder, be either revoked or
          postponed in whole or in part.

19.       WHEN CALL DEEMED TO HAVE BEEN MADE

19.1      A Call shall be deemed to have been made at the time when the
          resolution of the Directors authorising such Call was passed.

19.2      If by the terms of any prospectus or by the conditions of allotment
          any amount is payable in respect of any shares by instalments, every
          such instalment shall be payable as if it were a Call duly made by the
          Directors of which due notice had been given.

20.       WHEN INTEREST ON CALLS OR INSTALMENT PAYABLE

          If the sum payable in respect of any Call or instalment be not paid on
          or before the day appointed for payment thereof, the holder for the
          time being of the share in respect of which the Call shall have been
          made, or the instalment shall be due, shall pay interest for the same
          at such rate as may be fixed by the terms of allotment of the share or
          if no rate is fixed, at the appropriate rate (as defined by Section
          107 of the Act) from the time appointed for payment thereof until the
          actual payment thereof, and shall not receive any dividend in respect
          of the amount unpaid.

21.       PAYMENT OF CALLS IN ADVANCE

          The Directors may, if they think fit, receive from any Member willing
          to advance the same all or any part of the money unpaid upon the
          shares held by him beyond the sums actually called up; and upon the
          money paid in advance, or so much thereof as from time to time exceeds
          the amount of the Calls then made upon the shares in respect of which
          such advance shall have been made, the Company may pay interest at
          such rate (not exceeding, without the sanction of the Company given by
          Ordinary Resolution, the appropriate rate aforesaid) as the Member
          paying such sum in advance and the Directors agree upon.

22.       SUMS DUE ON ALLOTMENT TO BE TREATED AS CALLS

          Any sum which by or pursuant to the terms of allotment of a share
          becomes payable on allotment or at any fixed date, whether on account
          of the nominal value of the share or by way of premium, shall for the
          purposes of these Articles be deemed to be a Call duly


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          made and payable on the date on which by or pursuant to the terms of
          allotment the same becomes payable and in case of non-payment all the
          relevant provisions of these Articles as to payment of interest and
          expenses, forfeiture or otherwise shall apply as if such sum had
          become payable by virtue of a Call duly made and notified.

23.       LIABILITY OF JOINT HOLDERS

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

24.       POWER TO DIFFERENTIATE BETWEEN HOLDERS

          The Directors may, on the issue of shares, differentiate between the
          holders of such shares as regards the amounts of calls to be paid and
          the times of payment of such calls.

                               FORFEITURE AND LIEN

25.       IF CALL OR INSTALMENTS NOT PAID NOTICE MAY BE GIVEN

          If any Member fails to pay any Call or instalment in full on or before
          the day appointed for the payment of the same, the Directors may at
          any time thereafter during such time as the Call or instalment or any
          part thereof remains unpaid, serve a notice on such Member requiring
          him to pay so much of the call or instalment as is unpaid together
          with any interest that may have accrued thereon and all expenses
          incurred by the Company by reason of such non-payment.

26.       FORM OF NOTICE

          The notice shall name a day (not being less than fourteen days from
          the date of the notice) and a place on and at which such Call or
          instalment and such interest and expenses as aforesaid are to be paid.
          The notice shall also state that in the event of non-payment at or
          before the time and at the place appointed, the shares in respect of
          which the Call was made or instalment is payable will be liable to be
          forfeited.

27.       IF NOTICE NOT COMPLIED WITH SHARES MAY BE FORFEITED

          If the requirements of any such notice as aforesaid shall be not
          complied with, any shares in respect of which such notice shall have
          been given may at any time thereafter, and before payment of all Calls
          or instalments, interest and expenses due in respect thereof, be
          forfeited by a resolution of the Directors to that effect. Such
          forfeiture shall include all dividends declared in respect of the
          forfeited shares and not actually paid before the forfeiture. The
          Directors may accept the surrender of any share liable to be forfeited
          hereunder and in such case references in these Articles to forfeiture
          shall include surrender.

28.       FORFEITED SHARES TO BECOME THE PROPERTY OF COMPANY

          When any Share has been forfeited or surrendered notice of the
          forfeiture or surrender shall be served upon the person who was before
          forfeiture the holder of the share or any person entitled to the share
          by transmission, and an entry of the forfeiture or surrender, with the
          date thereof, shall forthwith be made in the Register, but no
          forfeiture shall be in any manner invalidated by any omission or
          neglect to give notice as aforesaid. Any share so forfeited or
          surrendered shall be deemed to be the property of the Company, no
          voting rights shall be exercised in respect thereof and the Directors
          may within three years of such forfeiture or surrender sell, re-allot,
          or otherwise dispose of the same in such manner, either subject to or
          discharged from all calls made or instalments due prior to the
          forfeiture or surrender, as they think fit either to the person who
          was before the forfeiture or surrender the holder thereof, or to any
          other person, and either with or without any past or accruing
          dividends, and in the case of re-allotment, with or without any money


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          paid thereon by the former holder being credited as paid up thereon.
          Any share not disposed of in accordance with the foregoing within a
          period of three years from the date of its forfeiture or surrender
          shall thereupon be cancelled in accordance with the provisions of the
          Act. For the purpose of giving effect to any such sale or other
          disposition the Directors may authorise some person to transfer the
          share so sold or otherwise disposed of to, or in accordance with the
          directions of, the buyer thereof or other person becoming entitled
          thereto.

29.       POWER TO ANNUL FORFEITURE

          The Directors may at any time, before any share so forfeited or
          surrendered shall have been cancelled or sold, re-allotted or
          otherwise disposed of, annul the forfeiture or surrender upon such
          conditions as they think fit.

30.       ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE

          Any Member whose shares have been forfeited or surrendered shall
          thereupon cease to be a member in respect of such shares and shall
          surrender to the Company for cancellation the certificate for the
          forfeited or surrendered shares but shall notwithstanding be liable to
          pay, and shall forthwith pay to the Company all Calls, instalments,
          interest and expenses owing upon or in respect of such shares at the
          time of forfeiture or surrender together with interest thereon, from
          the time of forfeiture until payment, at such rate as may be fixed by
          the terms of allotment of the shares or, if no rate is so fixed, at
          the appropriate rate aforesaid, and the Directors may enforce payment
          thereof if they think fit but his liability shall cease if and when
          the Company shall have received payment in full of all such monies in
          respect of the shares, together with interest as aforesaid. The
          Directors may, if they shall think fit, waive the payment of such
          interest or any part thereof. The Company may enforce payment of such
          monies without being under any obligation to make any allowance for
          the value of the shares forfeited or surrendered or for any
          consideration received on their disposal.

31.       COMPANY'S LIEN ON SHARES

          The Company shall have a first and paramount lien upon all the shares,
          other than fully paid-up shares, registered in the name of each Member
          (whether solely or jointly with other persons) for any amount payable
          in respect of such shares, whether the period for payment thereof
          shall have actually arrived or not and such lien shall apply to all
          dividends from time to time declared or other moneys payable in
          respect of such shares. Unless otherwise agreed, the registration of a
          transfer of a share shall operate as a waiver of the Company's lien,
          if any, on such share and the Directors may at any time waive any lien
          which has arisen and may declare any share to be wholly or in part
          exempt from the provisions of this Article.

32.       AS TO ENFORCING LIEN BY SALE

          For the purpose of enforcing such lien, the Directors may sell the
          shares subject thereto, in such manner as they think fit, but no such
          sale shall be made until such period as aforesaid shall have arrived
          and until notice in writing (i) stating, and demanding payment of, the
          sum payable and (ii) giving notice of the intention to sell in default
          of such payment shall have been served on the registered holder for
          the time being of the share, (or the person entitled thereto by reason
          of his death or bankruptcy or otherwise by operation of law) and
          default shall have been made by him in the payment of such amounts
          payable for seven days after such notice.

33.       APPLICATION OF PROCEEDS OF SALE

          The net proceeds to any such sale, after payment of the costs thereof,
          shall be applied in or towards satisfaction of such part of the amount
          in respect of which the lien exists as is


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          presently payable. The residue, if any, shall (subject to a like lien
          for sums not presently payable as existed upon the shares before the
          sale) be paid to the Member or the person (if any) entitled by
          transmission to the shares. For giving effect to any such sale the
          Directors may authorise some person to transfer the shares sold to, or
          in accordance with the directions, of the buyer.

34.       VALIDITY OF SALE AFTER FORFEITURE OR FOR ENFORCING LIEN

          Upon any sale or re-allotment after forfeiture or upon any sale for
          enforcing any lien in purported exercise of the powers hereinbefore
          given, the Directors may in the case of a sale nominate some person to
          execute a transfer of the shares sold in the name and on behalf of the
          registered holder or his executors or administrators and may in any
          case cause the name of the purchaser or allottee to be entered in the
          Register in respect of the shares sold or re-allotted, and the
          purchaser or allottee shall not be bound to see to the regularity of
          the proceedings or to the application of the purchase or subscription
          money, and after his name has been entered in the Register in respect
          of such shares the validity of the sale or forfeiture shall not be
          impeached by any person and the remedy of any person aggrieved by the
          sale or forfeiture shall be in damages only and against the Company
          exclusively.

35.       STATUTORY DECLARATION

          A statutory declaration in writing that the declarant is a Director or
          the Secretary of the Company, and that a share has been duly forfeited
          or surrendered or sold to satisfy a lien of the Company on a date
          stated in the declaration, shall be conclusive evidence of the facts
          stated therein against all persons claiming to be entitled to the
          share. Such declaration and the receipt of the Company for the
          consideration (if any) given for the share on the sale, re-allotment
          or disposal thereof, together with, in the case of certificated
          shares, the share certificate delivered to a buyer or allottee
          thereof, shall (subject to the execution of a transfer if the same be
          required) constitute a good title to the share and the person to whom
          the share is sold, re-allotted or disposed of shall be registered as
          the holder of the share and 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, surrender, sale, re-allotment or disposal
          of the share.

                               TRANSFER OF SHARES

36.       TRANSFERS OF UNCERTIFICATED SHARES

          All transfers of uncertificated shares shall be made in accordance
          with and be subject to the provisions of the Regulations and the
          facilities and requirements of the relevant system and, subject
          thereto, in accordance with any arrangements made by the Directors
          pursuant to Article 12.

37.       FORM OF TRANSFER

          The instrument of transfer of any certificated share in the Company
          shall be in the usual common form or in such other form as shall be
          approved by the Directors, and shall be signed by or on behalf of the
          transferor and (in the cased of a transfer of a partly paid share) by
          the transferee. In relation to the transfer of any share (whether a
          certificated or uncertificated share) the transferor shall be deemed
          to remain the holder of such share until the name of the transferee is
          entered in the Register in respect thereof, and when registered the
          instrument of transfer shall be retained by the Company.

38.       RESTRAINT ON TRANSFER

          The Directors may, in their absolute discretion and without assigning
          any further reason therefore, refuse to register any share transfer
          unless:

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          (a)  it is in respect of a fully paid share (whether certificated or
               uncertificated);

          (b)  it is in respect of a share on which the Company does not have a
               lien;

          (c)  it is in respect of only one class of shares;

          (d)  it is in favour of not more than four joint holders as
               transferees; or

          (e)  the conditions referred to in the next succeeding Article have
               been satisfied in respect thereof,

          provided that where any shares which are not fully paid are admitted
          to the Official List of the Financial Services Authority, the
          discretion referred to in this article in respect of shares which are
          not fully paid shall not be exercised in such a way as to prevent
          dealings in the shares of that class from taking place on an open and
          proper basis.

39.       REGISTRATION OF TRANSFER

          In relation to a certificated share, the Directors may decline to
          recognise any instrument of transfer unless the instrument of transfer
          is left at the Office, or at such other place as the Directors may
          from time to time determine, to be registered accompanied by the
          certificate of the shares comprised thereon, and such evidence as the
          Directors may reasonably require to prove the title of the transferor,
          and the due execution by him of the transfer or, if transfer is
          executed by some other person on his behalf the authority of that
          person so to do and thereupon the Directors, subject to the power
          vested in them by the last preceding Article, shall register the
          transferee as the holder.

40.       NOTICE OF REFUSAL TO REGISTER

          If the Directors refuse to register a transfer they shall, in the case
          of certificated shares, within two months after the date on which the
          transfer was lodged with the Company, send to the transferee notice of
          the refusal and (except in the case of fraud) return to him the
          instrument of transfer or, in the case of uncertificated shares,
          notify such person as may be required by the Regulations and the
          requirements of the relevant system concerned. All instruments of
          transfer which are registered may be retained by the Company.

41.       FEES ON REGISTRATION

          No fee shall be payable for registering any transfer, probate, letters
          of administration, certificate of marriage or death, power of
          attorney, renunciation of a renounceable letter of allotment, stop
          notice or other document or instruction relating to or affecting the
          title to any shares or the right to transfer the same.

42.       SUSPENSION OF REGISTRATION AND CLOSING OF REGISTER

          The registration of transfers may be suspended at such times and for
          such period as the Directors may from time to time determine and
          either generally or in respect of any class of shares provided that
          the Register shall not be closed for more than thirty days in any
          year.

43.       LOCATION OF INSTRUMENTS OF TRANSFER

          All instruments of transfer which are registered shall, subject to
          Article 180(c), be retained by the Company, but any instrument of
          transfer which the Directors may refuse to register shall (except in
          the case of fraud) be returned to the person depositing the same.


                                       11
<PAGE>

                             TRANSMISSION OF SHARES

44.       REPRESENTATIVES OF INTEREST OF DECEASED MEMBERS

          The executors or administrators of a deceased Member (not being one of
          two or more joint holders) shall be the only persons recognised by the
          Company as having any title to shares held by him alone; but in the
          case of shares hold by more than one person, the survivor or
          survivors, where the deceased was a joint holder, and the legal
          personal representatives of the deceased where he was a sole or only
          surviving holder, shall be the only persons recognised by the Company
          as being entitled to such shares.; but nothing herein contained shall
          release the estate of a deceased Member from any liability in respect
          of any share which had been solely or jointly held by him.

45.       EVIDENCE IN CASE OF DEATH OR BANKRUPTCY

          Any person becoming entitled to a share in consequence of the death or
          bankruptcy of any Member or otherwise by operation of law may, upon
          such evidence being produced as may be required by the Directors,
          elect in writing either to be registered as a member (in respect of
          which registration no fee shall be payable) by giving notice in
          writing to that effect or, without being so registered, execute a
          transfer to some other person who shall be registered as a transferee
          of such share and the execution of such transfer shall signify his
          election as aforesaid, but the Directors shall in either case have the
          like power of declining or refusing to register such transfer as is
          provided with respect to ordinary transfers. The Directors may at any
          time give notice requiring any such person to elect as aforesaid and
          if such notice is not complied with within 60 days the Directors may
          thereafter withhold payment of all dividends and other moneys payable
          in respect of such share until compliance therewith.

46.       RESTRICTIONS ON ELECTION

          If the person so becoming entitled shall elect to be registered
          himself, he shall deliver or send to the Company a notice in writing
          signed by him stating that he so elects. If he shall elect to have
          another person registered he shall testify his election by executing
          to that person a transfer of the share. All the limitations,
          restrictions and provisions of these Articles relating to the right to
          transfer and the registration of transfers of shares shall be
          applicable to any such notice or transfer as aforesaid as if the death
          or bankruptcy of the Member or other event had not occurred and the
          notice or transfer were a transfer signed by the Member registered as
          the holder of any such share.

47.       RIGHTS AS TO DIVIDENDS AND VOTING

          Any person becoming entitled to a share in consequence of the death or
          bankruptcy of the holder or otherwise by operation of law shall, upon
          supplying to the Company such evidence as the Directors may reasonably
          require to show his title to the share, be entitled to the same
          dividends and other advantages to which he would be entitled if he
          were the registered holder of the shares, except that he shall not,
          unless and until he is registered as a Member in respect of the share,
          be entitled in respect of it to receive notices of or to exercise any
          rights conferred by membership in relation to meetings of the Company
          (including meetings of the holders of any class of shares in the
          Company).

                    CONSOLIDATION AND SUB-DIVISION OF SHARES

48.       CONSOLIDATION

          The Company may by Ordinary Resolution consolidate its shares, or any
          of them, into shares of a larger amount.


                                       12
<PAGE>

49.       SUB-DIVISION

          The Company may by Ordinary Resolution sub-divide its shares, or any
          of them, into shares of a smaller amount, and may by such resolution
          determine that, as between the holders of the shares resulting from
          such sub-division, one or more of such shares shall have some
          preferred or other advantage as regards dividend, capital, voting or
          otherwise over or shall have such deferred rights or be subject to
          such restrictions as compared with the other or others as the Company
          has power to attach to shares upon the allotment thereof.

50.       FRACTIONS

          Subject to any direction by the Company in General Meeting, whenever
          as the result of any consolidation or sub-division of shares Members
          of the Company are entitled to any issued shares of the Company in
          fractions, the Directors may deal with such fractions as they shall
          determine and in particular may sell the shares to which Members are
          so entitled in fractions for the best price reasonably obtainable to
          any person (including, subject to the provisions of the Statutes, the
          Company) and pay and distribute to and amongst the Members entitled to
          such shares in due proportions the net proceeds of the sale thereof
          save for individual entitlements (net of expenses) not exceeding L 3
          which may be retained for the benefit of the Company. For the purpose
          of giving effect to any such sale the Directors may, in respect of
          certificated shares, nominate some person to execute a transfer of the
          shares sold on behalf of the Members so entitled, or, in respect of
          uncertificated shares, nominate any person to transfer such shares in
          accordance with the facilities and requirements of the relevant system
          concerned or make such other arrangements as are compatible with the
          relevant system concerned or, in either case, in accordance with the
          directions of the buyer thereof and may cause the name of the
          purchaser to be entered in the Register as the holder of the shares
          comprised in any such transfer and he shall not be bound to see to the
          application of the purchase money nor shall his title to the shares be
          affected by an irregularity or invalidity in the proceedings in
          reference to the sale. For the purpose of this Article, any shares
          representing fractional entitlements to which any Member would, but
          for this Article, become entitled may be issued in certificated form
          or uncertificated form.

                         CONVERSION OF SHARES INTO STOCK

51.       PAID UP SHARES CONVERTIBLE INTO STOCK

          The Company may by Ordinary Resolution convert any fully paid up
          shares into stock of the same class as the shares which shall be so
          converted, and reconvert such stock into fully paid up shares of the
          same class and of any denomination.

52.       TRANSFER OF STOCK

          When any shares have been converted into stock, the several holders of
          such stock may thenceforth transfer their respective interest therein,
          or any part of such interests, in the same manner and subject to the
          same regulations as and subject to which any shares in the capital of
          the Company may be transferred, or as near thereto as the
          circumstances admit, but the Directors may from time to time fix the
          minimum amount of stock transferable (which minimum shall not exceed
          the nominal amount of the shares from which the stock arose), and
          direct that fractions of that minimum shall not be transferred, but
          with power at their discretion to waive such rules in any particular
          case.

53.       PRIVILEGE OF STOCKHOLDERS

          The several holders of such stock shall be entitled to participate in
          the dividends and profits of the Company according to the class of
          stock and the amounts of their respective interests in such stock, and
          such interests shall, in proportion to the amount thereof,


                                       13
<PAGE>

          confer on the holders thereof respectively the same privileges and
          advantages for the purpose of voting at meetings of the Company and
          for other purposes as would have been conferred by shares of the same
          class of equal amount in the capital of the Company, but so that none
          of such privileges or advantages, except the participation in the
          dividends and profits of the Company and in the assets of the Company
          on a winding-up shall be conferred by any such amounts of stock as
          would not, if existing in the shares, have conferred such privileges
          or advantages.

54.       DEFINITIONS

          All such provisions of these Articles relating to shares as are
          applicable to fully paid-up shares shall apply to stock, and in all
          such provisions the words "shares" and "shareholder" shall include
          "stock" and "stockholder". No such conversion shall affect or
          prejudice any preference or other special privilege.

                        INCREASE OR REDUCTION OF CAPITAL

55.       INCREASE OF CAPITAL

          The Company may, from time to time, by Ordinary Resolution, increase
          the capital by the creation of new shares, such increase to be of such
          aggregate amount and to be divided into shares of such respective
          amounts as the resolution may prescribe. Subject to such privileges,
          priorities, or conditions as are or may be attached thereto, all new
          shares shall be subject to the same provisions in all respects as if
          they had been part of the original capital.

56.       POWER TO ATTACH RIGHTS AND ISSUE REDEEMABLE SHARES

          Any new shares in the capital of the Company may be allotted with such
          preferential right to dividend and such priority in the distribution
          of assets, or subject to such postponement of dividends or in the
          distribution of assets, and with or subject to such preferential or
          limited or qualified right of voting at General Meetings as the
          Company may from time to time by Ordinary Resolution determine, or, if
          no such determination be made, as the Directors shall determine, but
          so that the rights attached to any issued shares as a class shall not
          be varied except with the consent of the holders thereof duly given
          under the provisions of these Articles. Subject as aforesaid any
          shares in the capital of the Company may be issued on the terms that
          they are, or, at the option of the Company, are to be liable to be
          redeemed.

57.       REDUCTION OF CAPITAL AND PURCHASE OF OWN SHARES

57.1      The Company may from time to time by Special Resolution reduce its
          share capital, any capital redemption reserve fund and any share
          premium account in any manner authorised by law. The Company may also
          by Ordinary Resolution cancel any shares not taken or agreed to be
          taken by any person and diminish the amount of its share capital by
          the nominal value of the shares so cancelled.

57.2      The Company may purchase its own shares (including any redeemable
          shares) provided that if at the relevant date proposed for approval of
          the proposed purchase there shall be in issue any shares of a class
          entitling the holders thereof to convert into Ordinary Shares in the
          capital of the Company then no such purchase shall take place unless
          it has been sanctioned by an extraordinary resolution passed at a
          separate class meeting (or meetings if there is more than one class)
          of the holders of any such class of convertible shares.



                                       14
<PAGE>


                                GENERAL MEETINGS

58.       ANNUAL GENERAL MEETING

          The Company shall in each year hold a general meeting as its annual
          general meeting in addition to any other meetings in that year, and
          not more than 15 months shall elapse between the date of one annual
          general meeting of the Company and that of the next. The annual
          general meeting shall be held at such time and place as may be
          determined by the Directors.

59.       EXTRAORDINARY GENERAL MEETING

          All General Meetings of the Company other than Annual General Meetings
          shall be called Extraordinary General Meetings.

60.       WHEN EXTRAORDINARY GENERAL MEETING TO BE CALLED

          The Directors may, whenever they think fit, convene an Extraordinary
          General Meeting of the Company, and Extraordinary General Meetings
          shall also be convened on such requisition or in default may be
          convened by such requisitions as provided by the Act. Any meeting
          convened under this Article by requisitions shall be convened in the
          same manner as nearly as possible as that in which meetings are to be
          convened by the Directors. If at any time there are not within the
          United Kingdom sufficient Directors capable of acting to form a
          quorum, the Directors in the United Kingdom capable of acting may
          convene an Extraordinary General Meeting in the same manner as nearly
          as possible as that in which meetings may be convened by the
          Directors.

61.       NOTICE OF MEETINGS

          An Annual General Meeting and an Extraordinary General Meeting called
          for the passing of a Special Resolution shall be called by not less
          than 21 days' notice, and all other Extraordinary General Meetings of
          the Company shall be called by not less than 14 days' notice. The
          notice shall be exclusive of the day on which it is served or deemed
          to be served and of the day for which it is given and shall specify
          the place, the day and hour of meeting, and in case of special
          business the general nature of such business. The notice shall be
          given to the Members, other than such as, under the provisions of
          these Articles or the terms of issue of the shares they hold, are not
          entitled to receive notice from the Company, to the Directors and to
          the Auditors. A notice calling an Annual General Meeting shall specify
          the meeting as such and the notice convening a meeting to pass a
          Special Resolution or an Extraordinary Resolution as the case may be
          shall specify the intention to propose the Resolution as such.

62.       MEETINGS AT SHORT NOTICE

          A General Meeting shall, notwithstanding that it is called by shorter
          notice than that specified in the immediately preceding Article, be
          deemed to have been duly called if it is so agreed by such Members as
          are prescribed in that behalf by the Act.

63.       PROXIES

          In every notice calling a meeting of the Company or any class of the
          Members of the Company there shall appear with reasonable prominence a
          statement that a Member entitled to attend and vote is entitled to
          appoint one or more proxies to attend and, on a poll, vote instead of
          him, and that a proxy need not also be a Member.

64.       OMISSION TO SEND NOTICE

          The accidental omission to give notice of a meeting, or to issue an
          invitation to appoint a proxy with a notice where required by these
          Articles, to any person entitled to receive


                                       15
<PAGE>

          notice, or the non-receipt of notice of a meeting or of an invitation
          to appoint a proxy by any such person, shall not invalidate the
          proceedings at any General Meeting.

65.       POSTPONEMENT OF GENERAL MEETINGS

          If the Directors, in their absolute discretion, consider 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, they may postpone the general meeting to another
          date, time and/or place. When a meeting is so postponed, notice of the
          date, time and place of the postponed meeting shall 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.

66.       BUSINESS OF ANNUAL GENERAL MEETING

          The business of an Annual General Meeting shall be to receive and
          consider the profit and loss account, the balance sheet and reports of
          the Directors and of the Auditors, and the document required by law to
          be annexed to the Balance Sheet, to elect Directors and Officers in
          the place of those retiring by rotation or otherwise or ceasing to
          hold office pursuant to Article 101 and to fix their remuneration if
          required, to declare dividends, to appoint the Auditors (when Special
          Notice of the Resolution for such appointment is not required by the
          Act) and to fix, or determine the manner of the fixing of, their
          remuneration.

67.       SPECIAL BUSINESS

          All other business transacted at an Annual General Meeting and all
          business transacted at an Extraordinary General Meeting shall be
          deemed special.

68.       SPECIAL NOTICE

          Where by any provision contained in the Act special notice is required
          of a resolution, the resolution shall not be effective unless notice
          of the intention to move it has been given to the Company not less
          than 28 days (or such shorter period as the Act permits) before the
          meeting at which it is moved, and the Company shall give to its
          Members, subject as in these Articles provided, notice of any such
          resolution as provided by the Act.

69.       QUORUM

          Subject to the provisions of Article 71 in respect of adjourned
          meetings, for all purposes the quorum for a General Meeting shall be
          not less than two Members present in person or by proxy and entitled
          to vote.

70.       QUORUM TO BE PRESENT

          No business shall be transacted at any General Meeting unless the
          quorum requisite shall be present when the meeting proceeds to
          business. The appointment of a Chairman in accordance with the
          provisions of these Articles shall not be treated as part of the
          business of the meeting.

71.       PROCEEDINGS IF QUORUM NOT PRESENT

          If within half an hour from the time appointed for the meeting a
          quorum be not present, the meeting, if convened by or upon the
          requisition of Members, shall be dissolved. If any other case it shall
          stand adjourned to such time (being not less than 14 days nor more
          than 28 days thence) and place as the Chairman shall appoint. At any
          such adjourned meeting the Member or Members present in person or by
          proxy and entitled to vote shall have power to decide upon all matters
          which could properly have been disposed of at the meeting from which
          the adjournment took place. The Company shall give not less than


                                       16
<PAGE>

          seven clear days' notice of any meeting adjourned for the want of a
          quorum and the notice shall state that the Member or Members present
          as aforesaid shall form a quorum.

72.       ARRANGEMENTS FOR SIMULTANEOUS ATTENDANCE, SECURITY AND ORDERLY CONDUCT

72.1      In the case of any general meeting, the Directors may, notwithstanding
          the specification in the notice convening the general meeting of the
          place at which the chairman of the meeting shall preside (the
          "Principal Place"), make arrangements for simultaneous attendance and
          participation at other places by Members and proxies and others
          entitled to attend the general meeting but excluded from the Principal
          Place under the provisions of this Article.

72.2      Such arrangements for simultaneous attendance at the general meeting
          may include arrangements regarding the level of attendance at the
          other places provided that they shall operate so that any Members and
          proxies excluded from attendance at the Principal Place are able to
          attend at one of the other places. For the purpose of all other
          provisions of these Articles any such general meeting shall be treated
          as being held and taking place at the Principal Place.

72.3      The Directors may, for the purpose of facilitating the organisation
          and administration of any general meeting to which such arrangements
          apply, from time to time make arrangements, whether involving the
          issue of tickets (on a basis intended to afford to all Members and
          proxies and others entitled to attend the meeting an equal opportunity
          of being admitted to the Principal Place) or the imposition of some
          random means of selection or otherwise as they shall in their absolute
          discretion consider to be appropriate, and may from time to time vary
          any such arrangements or make new arrangements in their place. The
          entitlement of any Member or proxy or other person entitled to attend
          a general meeting at the Principal Place shall be subject to such
          arrangements as may for the time being be in force whether stated in
          the notice of the general meeting to apply to that Meeting or notified
          to the Members concerned subsequent to the provision of the notice of
          the general meeting.

72.4      The Directors or the chairman of the meeting or any person authorised
          by the Directors may direct that Members, proxies or corporate
          representatives wishing to attend any general meeting or anyone else
          permitted by the chairman of the meeting to attend should submit to
          such searches or other security arrangements or restrictions
          (including, without limitation, restrictions on items of personal
          property which may be taken into the meeting) as the Directors or the
          chairman of the meeting or such person authorised by the Directors
          shall consider appropriate in the circumstances. Such persons shall be
          entitled in their absolute discretion to refuse entry to, or to eject
          from, such general meeting any such person who fails to submit to such
          searches or otherwise to comply with such security arrangements or
          restrictions.

72.5      The Directors or the chairman of the meeting or any person authorised
          by the Directors may, at any meeting, take such action as is thought
          fit to secure the safety of the people attending the meeting and to
          promote the orderly conduct of the business of the meeting as laid
          down in the notice of the meeting and the chairman of the meeting's
          decision on matters of procedure or matters arising incidentally from
          the business of the meeting shall be final, as shall be his
          determination as to whether any matter is of such a nature.

73.       CHAIRMAN

          The Chairman (if any) of the Board of Directors shall preside as
          Chairman at every General Meeting of the Company. If there be no such
          Chairman, of if at any meeting he be not present within 15 minutes
          after the time appointed for holding the meeting, or be unwilling to
          act, the Directors present shall select one of their number to be
          Chairman, and that failing, the Members present and entitled to vote
          shall choose someone of their number to be Chairman.


                                       17
<PAGE>

74.       POWER TO ADJOURN

74.1      The Chairman of the meeting may, at any time without the consent of
          the meeting, adjourn any meeting (whether or not it has commenced or
          has already been adjourned or a quorum is present) either sine die or
          to another time or place where it appears to him that (i) the Members
          wishing to attend cannot be conveniently accommodated in the place
          appointed for the meeting, (ii) the conduct of any persons prevents or
          is likely to prevent the orderly continuation of business or (iii) an
          adjournment is otherwise necessary so that the business of the meeting
          may be properly conducted.

74.2      The Chairman of the meeting may, with the consent of any meeting at
          which a quorum is present (and shall if so directed by the meeting),
          adjourn the meeting from time to time or sine die and from place to
          place. No business shall be transacted at any adjourned meeting other
          than the business left unfinished at the meeting from which the
          adjournment took place.

75.       DIRECTORS' RIGHT TO ATTEND AND SPEAK

          Each Director shall be entitled to attend and speak at any general
          meeting of the Company and at any separate general meeting of the
          holders of any class of shares in the Company. The chairman of the
          meeting may invite any person to attend and speak at any general
          meeting of the Company whom the chairman of the meeting considers to
          be equipped by knowledge or experience of the Company's business to
          assist in the deliberations of the meeting.

76.       AMENDMENTS TO RESOLUTIONS

          If an amendment shall be proposed to any resolution under
          consideration but shall in good faith 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. 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 in any event be considered or voted upon.

77.       WHEN NOTICE OF ADJOURNED MEETING TO BE GIVEN

          Whenever a meeting is adjourned for 28 days or more or sine die, seven
          clear days' notice in writing at the least specifying the place, the
          day and hour of the adjourned meeting shall be given to the Members
          subject as and in the manner herein mentioned, to the Directors and to
          the Auditors, but it shall not be necessary to specify in such notice
          the nature of the business to be transacted at the adjourned meeting.
          Subject to Article 77 and save as aforesaid it shall not be necessary
          to give any notice of an adjournment.

78.       HOW QUESTIONS TO BE DECIDED AT MEETINGS

          At any General Meeting, a resolution put to the vote of the meeting
          shall be decided by a show of hands unless (before, or upon the
          declaration of the result of, the show of hands) a poll be duly
          demanded, in accordance with the provisions of these Articles, and
          unless a poll be so demanded a declaration by the Chairman that the
          resolution has been carried, or carried by a particular majority, or
          lost or not carried by a particular majority, and an entry to that
          effect in the book containing the minutes of proceedings of the
          Company shall be conclusive evidence of the fact without proof of the
          number or proportion of the votes recorded in favour of or against
          such resolution.

79.       CASTING VOTE

          In the case of an equality of votes the Chairman shall, both on a show
          of hands and at a poll, have a casting vote in addition to the votes
          to which he may be entitled as a Member.


                                       18

<PAGE>

80.       WHO MAY DEMAND A POLL

          A poll may be demanded upon any question by the Chairman or by not
          less than five Members present in person or by proxy and entitled to
          vote or by a Member or Members present in person or by proxy
          representing not less than one-tenth of the total voting rights of all
          the Members having the like right to vote at the meeting (excluding
          any voting rights attached to any shares in the Company held as
          treasury shares) or by a Member or Members holding shares conferring a
          right to vote at the meeting, being shares on which an aggregate sum
          has been paid up equal to not less than one-tenth of the total sum
          paid up on all the shares conferring that right.

81.       POLL DEMANDED BY PROXY

          A valid instrument appointing a proxy shall be deemed to confer
          authority to demand or join in demanding a poll, and for the purposes
          of the immediately preceding Article, a demand by a proxy for a Member
          or other persons entitled to vote shall be deemed to be a demand by
          that Member or other person.

82.       HOW POLL TO BE TAKEN

          Subject to the provisions of the next succeeding Article hereof, if a
          poll is demanded as aforesaid it shall be taken in such manner
          (including the use of ballot or voting papers or tickets) and at such
          time and place as the Chairman of the meeting directs, and either at
          once, or after an interval or adjournment (but not more than 30 days
          after the date of the meeting or adjourned meeting at which the poll
          was demanded). The Chairman may appoint scrutineers and fix a time and
          place for declaring the result of the poll, and the result of the poll
          shall be deemed to be the resolution of the meeting at which the poll
          was demanded. The demand of a poll may be withdrawn. No notice need be
          given of a poll not taken immediately. The demand for a poll may be
          withdrawn with the consent of the Chairman of the meeting 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.

83.       IN WHAT CASES POLL TAKEN WITHOUT ADJOURNMENT

          Any poll duly demanded on the election of a Chairman of a meeting or
          on any question of adjournment shall be taken at the meeting and
          without adjournment.

84.       BUSINESS MAY PROCEED NOTWITHSTANDING DEMAND OF A POLL

          The demand of a poll shall not prevent the continuing of a meeting for
          the transaction of any business other than the question on which a
          poll has been demanded.

                                     VOTING

85.       VOTES OF MEMBERS

          Subject to any special terms as to voting upon which any shares may
          have been issued, or may for the time being be held, every Member
          present in person shall upon a show of hands have one vote and every
          Member present in person or by proxy shall upon a poll have one vote
          for every share held by him.

86.       VOTING ON BEHALF OF INCAPABLE MEMBERS

          A Member in respect of whom an order has been made by any court having
          jurisdiction (in the United Kingdom or elsewhere) in matters
          concerning mental disorder may vote, whether on a show of hands or on
          a poll, by his receiver, curator bonis or other person authorised on
          his behalf by that court, and such receiver, curator bonis or other
          person may, on a poll, vote by proxy, provided that evidence to the
          satisfaction of the Directors


                                       19
<PAGE>

          of the authority of the person claiming to exercise the right to vote
          has been delivered at the Office (or at such other place as may be
          specified in accordance with these Articles for the delivery of
          appointments of proxy) not later than the last time at which an
          appointment of a proxy should have been delivered in order to be valid
          for use at that meeting or on the holding of that poll.

87.       JOINT OWNERS

          If two or more persons are jointly entitled to shares for the time
          being conferring a right to vote, any one of such persons may vote at
          any meeting, either personally or by proxy, in respect thereof as if
          he were solely entitled thereto, and if more than one of such joint
          holders be present at any meeting, either personally or by proxy, the
          Member whose name stands first on the Register as one of the holders
          of such shares, and no other, shall be entitled to vote in respect of
          the same.

88.       WHEN MEMBERS NOT TO VOTE

          No Member shall, unless the Directors otherwise determine, be entitled
          to be present or to vote, either in person or by proxy, at any General
          Meeting or upon any poll, or to exercise any privilege as a Member in
          relation to Meetings of the Company in respect of any shares held by
          him if either:

          (a)  any Calls or other moneys due and payable in respect of those
               shares remain unpaid; or

          (b)  a direction notice is in force by virtue of Article 183 of these
               Articles (default in complying with a notice under Section 212 of
               the Act).

89.       OBJECTIONS TO AND ERRORS IN VOTING

          No objection shall be raised to the qualification of any voter or to
          the counting of, or failure to count, a vote except at the meeting or
          adjourned meeting at which the vote objected to is given or tendered
          (or at which the error occurs), and every vote not disallowed at such
          meeting shall be valid for all purposes. Any such objection made in
          due time shall be referred to the chairman of the meeting, whose
          decision shall be final and conclusive.

90.       VOTING PERSONALLY OR BY PROXY

          On a poll votes may be given personally or by proxy and a Member
          entitled to more than one vote need not, if he votes, use all his
          votes or cast all the votes he uses the same way. The appointment of a
          proxy shall be in writing in the usual form, by Electronic
          Communication, or such other form as shall be approved by the
          Directors, under the hand of the appointor or his duly constituted
          attorney; or if such appointor is a corporation, under its Common Seal
          or signed on its behalf by an attorney or a duly authorised officer of
          the corporation. A proxy need not be a Member of the Company. A Member
          may appoint more than one proxy to attend on the same occasion.
          Deposit of appointment of proxy shall not preclude a Member from
          attending and voting in person at the meeting or any adjournment
          thereof.

91.       AS TO DEPOSIT OF PROXY

91.1      The appointment of a proxy shall:

          (a)  in the case of an appointment which is not contained in an
               Electronic Communication, be deposited at the office or at such
               other place or one of such places (if any) within the United
               Kingdom as is or are specified for that purpose in or by way of
               note to the notice convening the meeting or in any document
               accompanying such notice; or


                                       20
<PAGE>

          (b)  in the case of an appointment contained in an Electronic
               Communication, including an appointment completed on-line where
               the Directors so resolve to make such facility available where an
               address has been specified for the purpose of receiving
               Electronic Communications (including for the purpose of any
               on-line appointment) in the notice convening the meeting or in
               any other document accompanying such notice, or in any invitation
               contained in an Electronic Communication to appoint a proxy
               issued by the Company in relation to the meeting, be received at
               such address,

          not less than 48 hours before the time for holding the meeting or
          adjourned meeting at which the person named in the appointment
          proposes to vote (or, in the case of a meeting adjourned for 48 hours
          or any shorter time specified in the notice), delivered at the
          adjourned meeting or, in the case of a poll taken otherwise than at or
          on the same day as the meeting or adjourned meeting, not less than 24
          hours (or any shorter time specified in the notice) before the time
          appointed for the taking of the poll at which it is to be used, and in
          default the appointment of a proxy shall not be treated as valid.
          Whether (a) or (b) above shall apply, failing previous registration
          with the Company, the power of attorney or other authority, if any,
          under which the appointment of proxy is executed, or a notarially
          certified copy or a copy certified in accordance with the Powers of
          Attorney Act 1971 of that power of attorney, or a copy certified in
          some other manner approved by the Directors, shall also be deposited
          or received at the Office or at such other place in accordance with
          (a) above not later than the time by which the appointment of proxy is
          required to be deposited or (as the case may be) received in
          accordance with this Article.

91.2      Without limiting the foregoing, in relation to any shares which are
          held in uncertificated form, the Directors may from time to time
          permit appointments of a proxy to be made by means of an Electronic
          Communication in the form of an Uncertificated Proxy Instruction,
          (that is, a properly authenticated dematerialised instruction, and/or
          other instruction or notification, which is sent by means of the
          relevant system concerned and received by such participant in that
          system acting on behalf of the Company as the Directors may prescribe,
          in such form and subject to such terms and conditions as may from time
          to time be prescribed by the Directors (subject always to the
          facilities and requirements of the relevant system concerned)); and
          may in a similar manner permit supplements to, or amendments or
          revocations of , any such Uncertificated Proxy Instruction to be made
          by like means. Notwithstanding any other provision of these Articles,
          the Directors may in addition prescribe the method of determining the
          time at which any such properly authenticated dematerialised
          instruction (and/or other instruction or notification) is to be
          treated as received by the Company or such participant. The Directors
          may treat any such Uncertificated Proxy Instruction which purports to
          be or is expressed to be sent on behalf of a holder of a share as
          sufficient evidence of the authority of the person sending that
          instruction to send it on behalf of that holder.

91.3      An appointment of a proxy and any other instrument referred to in
          Article 91.1 shall be deemed to have been validly deposited or
          received at the Office or at such other place specified in accordance
          with Article 91.1 if the instrument is received at such place by
          facsimile transmission within the period of time specified by Article
          91.1, provided that the original instrument in the same form as the
          instrument received by facsimile transmission and any other such
          document is deposited at the place at which the facsimile transmission
          was received not less than twenty-four hours before the time appointed
          for the Meeting or adjourned Meeting or the holding of a poll
          subsequently at which the vote is to be used.

91.4      From time to time the Directors may (consistently with the Statutes
          and these Articles) make such regulations and establish such
          procedures as they consider appropriate to receive and verify the
          appointment or revocation of a proxy. Any such regulations may be
          general, or specific to a particular meeting. Without limitation, any
          such regulations and procedures may include provisions that the
          Directors (or some person or persons appointed by them) may
          conclusively determine any matter or dispute relating to:


                                       21
<PAGE>

          (a)  the appointment or revocation, or purported appointment or
               revocation, of a proxy; and/or

          (b)  any instruction contained or allegedly contained in any such
               appointment.

91.5      The Directors may from time to time modify or revoke any such
          regulations and procedures as they think fit, provided that no
          subsisting valid appointment or revocation of a proxy or any vote
          instructions shall thereby be rendered invalid.

91.6      To the extent permitted by law, each of the Directors, the Secretary
          and each person employed or, directly or indirectly, retained or used
          by the Company in the processes of receiving and validating the
          appointment and revocation of proxies shall not be liable to any
          persons other than the Company in respect of any acts or omissions
          (including negligence) occurring in the execution or purported
          execution of his tasks relating to such processes, provided that he
          shall have no such immunity in respect of any act done or omitted to
          be done in bad faith.

91.7      If two or more valid but differing appointments of a proxy are
          delivered or (in the case of Electronic Communication) received in
          accordance with Article 91.1 in respect of the same share for use at
          the same meeting, the one which is last delivered or, as the case may
          be, received as aforesaid (regardless of its date, its date of sending
          or the date of its execution) shall be treated as replacing and
          revoking the others as regards that share. If the Company is unable to
          determine which was delivered or received last, none of them shall be
          treated as valid in respect of that share.

92.       AS TO VALIDITY OF PROXY

          An appointment of a proxy shall, unless the contrary is stated
          thereon, be valid as well for any adjournment of the meeting to which
          it relates. No appointment of a proxy shall be valid after the expiry
          of 12 months from the date of its receipt in accordance with Article
          91 except at an adjourned meeting or on a poll demanded at a meeting
          or adjourned meeting in cases where the meeting was originally held
          within 12 months from that date.

93.       AUTHORITY OF PROXIES TO CALL FOR A POLL

          The appointment of a proxy shall be deemed to confer authority on the
          proxy to demand or join in demanding a poll.

94.       WHEN VOTES BY PROXY VALID THROUGH AUTHORITY REVOKED

          A vote given or poll demanded in accordance with the terms of an
          appointment of a proxy or by the duly authorised representative of a
          corporation shall be valid notwithstanding the previous death or
          insanity of the principal or revocation of the instrument of proxy or
          the authority of the person voting or demanding a poll, provided that
          no intimation in writing of the death, or insanity, revocation or
          transfer shall have been received at the Office or such other place as
          is specified for depositing the appointment of a proxy or, where the
          appointment of the proxy was contained in an Electronic Communication,
          at the address at which such appointment was duly received or by the
          means of communication by which such appointment was received, in each
          case in accordance with Article 91, before the time for holding the
          meeting or adjourned meeting or the holding of a poll subsequently
          thereto at which such vote is given.

                               VARIATION OF RIGHTS

95.       CONSENT TO VARIATION

          If at any time the capital is divided into different classes of shares
          all or any of the rights or privileges attached to any class may be
          varied (a) in such manner (if any) as may be provided by such rights,
          or (b) in the absence of any such provision either with the


                                       22
<PAGE>

          consent in writing of the holders of at least three-fourths of the
          nominal amount of the issues shares of that class or with the sanction
          of an Extraordinary Resolution passed at a separate meeting of the
          holders of the issued shares of that class, but not otherwise. The
          creation or issue of shares ranking pari passu with or subsequent to
          the shares of any class shall not (unless otherwise expressly provided
          by these Articles or the rights attached to such last mentioned shares
          as a class) be deemed to be a variation of the rights of such shares.

96.       PROCEEDINGS AT MEETING OF CLASSES OF MEMBERS

          Any meeting for the purpose of the last preceding Article shall be
          convened and conducted in all respects as nearly as possible in the
          same way as an Extraordinary General Meeting of the Company, provided
          that no Member, not being a Director, shall be entitled to notice
          thereof or to attend thereat unless he be a holder of shares of the
          class the rights or privileges attached to which are intended to be
          varied or abrogated by the resolution, and that no vote shall be given
          except in respect of a share of that class, and that the quorum at any
          such meeting shall be two persons at least present holding or
          representing by proxy at least one-third in nominal value of the
          issued shares of the class, and at an adjourned meeting one person
          holding shares of the class in question or his proxy and that a poll
          may be demanded in writing by any Member present in person or by proxy
          and entitled to vote at the meeting.

                          DIRECTORS AND OTHER OFFICERS

97.       NUMBER OF DIRECTORS

          Unless and until otherwise determined by the Company in General
          Meeting pursuant to Article 128 the number of Directors shall not be
          more than fifteen nor less than three. The continuing Directors may
          act notwithstanding any vacancy in their body, provided that if the
          number of the Directors be less than the prescribed minimum the
          remaining Director or Directors shall forthwith appoint an additional
          Director or additional Directors to make up such minimum or shall
          convene a General Meeting of the Company for the purpose of making
          such appointment. If there be no Director or Directors able or willing
          to act then any two shareholders may summon a General Meeting for the
          purpose of appointing Directors. Any additional Director so appointed
          shall (subject to the provisions of these Articles) hold office only
          until the dissolution of the Annual General Meeting of the Company
          next following such appointment unless he is re-elected during such
          meeting and he shall not retire by rotation at such meeting or be
          taken into account in determining the rotation of retirement of
          Directors at such meeting.

98.       REMUNERATION OF DIRECTORS

          The Directors shall be paid out of the funds of the Company by way of
          fees for their services an aggregate sum not exceeding L 200,000 per
          annum or such other annual sum decided on by the Company in General
          Meeting. The Directors shall also receive by way of additional fees
          such further sums (if any) as the Company in General Meeting may from
          time to time determine. Such fees and additional fees shall be divided
          among the Directors in such proportion and manner as they may
          determine and in default of determination equally. The provisions of
          this Article shall not apply to the remuneration of any Managing
          Director or Executive Director which shall be determined pursuant to
          the provisions of Article 105 hereof.

99.       TRAVELLING AND HOTEL EXPENSES AND SPECIAL REMUNERATIONS

          The Directors shall be entitled to be repaid all reasonable
          travelling, hotel and other expenses incurred by them respectively in
          or about the performance of their duties as Directors including any
          expenses incurred in attending Meetings of the Board or of Committee
          of the Board or General Meetings and if in the opinion of the
          Directors it is


                                       23
<PAGE>

          desirable that any of their number should make any special journeys or
          perform any special services on behalf of the Company or its business,
          such Director or Directors may be paid such reasonable additional
          remuneration and expenses therefore as the Directors may from time to
          time determine.

100.      QUALIFICATION, DIRECTORS ENTITLED TO ATTEND AT GENERAL MEETINGS AND
          SEPARATE GENERAL MEETINGS

          A Director shall not require a share qualification. A Director shall
          be entitled to receive notice of and attend and speak at all General
          Meetings of the Company and at all Separate General Meetings of the
          holders of any class of shares in the capital of the Company.

101.      DIRECTORS TO HAVE POWER TO FILL CASUAL VACANCIES

          Without prejudice to the power of the Company pursuant to these
          Articles the Directors shall have power at any time to appoint any
          person either to fill a casual vacancy or as an addition to the Board,
          but so that the total number of Directors shall not exceed any maximum
          number fixed in accordance with these Articles. Subject to the
          provision of these Articles, any Director so appointed shall hold
          office only until the dissolution of the Annual General Meeting of the
          Company next following such appointment unless he is re-elected during
          such meeting, and he shall not retire by rotation at such meeting or
          be taken into account in determining the rotation of retirement of
          Directors at such meeting.

                               ALTERNATE DIRECTORS

102.      APPOINTMENT AND REVOCATION

102.1     Any Director may appoint (i) any other Director, or (ii) any other
          person who is approved by the Board of Directors as hereinafter
          provided to be his alternate; and, every such alternate shall (subject
          to his giving to the Company either an address within the United
          Kingdom or an address (which shall include any number or address) for
          the purpose of Electronic Communications at which notices may be
          served upon him) be entitled to receive notices of all meetings of the
          Directors and of any committee of the Directors of which his appointor
          is a member, and in the absence from the Board of the Director
          appointing him, to attend and vote at meetings of the Directors, and
          to exercise all the powers, rights, duties and authorities of the
          Director appointing him. Every appointment and removal of an alternate
          Director shall be in writing signed by the appointor and (subject to
          any approval required) shall (unless the Directors agree otherwise)
          only take effect upon receipt of such written appointment or removal
          at the Office or at a meeting of the Directors or at some other
          address specified for the purpose of Electronic Communications.
          Provided always that no appointment of a person other than a Director
          shall be operative unless and until the approval of the Board of
          Directors by a majority consisting of two-thirds of the whole Board
          shall have been given. A Director may at any time revoke the
          appointment of an alternate appointed by him, and subject to such
          approval as aforesaid where requisite appoint another person in his
          place, and if a Director shall die or cease to hold the office of
          Director the appointment of his alternate shall thereupon cease and
          determine, provided always that if any Director retires but is
          re-elected at the meeting at which such retirement took effect, any
          appointment made by him pursuant to this Article which was in force
          immediately prior to his retirement shall continue to operate after
          his re-election as if he had not so retired. The appointment of an
          alternate Director shall cease and determine on the happening of any
          event which, if he was a Director, would render him legally
          disqualified from acting as a Director or if he has a receiving order
          made against him or if he compounds with his creditors generally or if
          he becomes of unsound mind. An alternate Director need not hold a
          share qualification and shall not be counted in reckoning the maximum
          number of Directors allowed by the Articles of Association for the
          time being. A Director or any other person may act as alternate
          Director to represent more than one Director and an alternate Director
          shall be


                                       24
<PAGE>

          entitled at meetings of the Directors or any committee of the
          Directors to one vote for every Director for whom he acts as an
          alternate in addition to his own vote (if any) as a Director, but he
          shall count as only one for the purpose of determining whether a
          quorum be present. In this Article references to "in writing" and
          "written" shall include the use of Electronic Communications delivered
          to an address which has been specified by the Directors for the
          purpose of notifying appointments and removals of alternate Directors
          by means of Electronic Communications and subject to such terms and
          conditions, if any, as the Directors may decide.

103.      ALTERNATE TO BE RESPONSIBLE FOR HIS OWN ACTS, ETC. REMUNERATION OF
          ALTERNATE

          Every person acting as an alternative Director shall be an officer of
          the Company and shall alone be responsible to the Company for his own
          acts and defaults and he shall not be deemed to be the agent of or for
          the Director appointing him. An Alternate Director shall be entitled
          to contract and be interested in and benefit from contracts or
          arrangements or transactions to the same extent as if he was a
          Director. The remuneration of any such alternate Director shall be
          payable out of the remuneration payable to the Director appointing
          him, and shall consist of such portion of the last-mentioned
          remuneration as shall be agreed between the alternate and the Director
          appointing him.

                        MANAGING AND EXECUTIVE DIRECTORS

104.      APPOINTMENT

          The Directors may from time to time appoint one or more of their body
          to be Managing Director or Joint Managing Directors of the Company or
          to hold such other Executive Office in relation to the management of
          the business of the Company as they may decide either for a fixed term
          or without any limitation as to the period for which he is or they are
          to hold such office, and may, from time to time (subject to the
          provisions of any service contract between him and the Company and
          without prejudice to any claim for damages he may have for breach of
          any such service contract), remove or dismiss him or them from such
          office and appoint another or others in his or their place or places.
          Without prejudice to any claim for damages such Director may have for
          beach of any service contract between him and the Company, his
          appointment shall be automatically determined if he ceases from any
          cause to be a Director.

105.      REMUNERATION

          The salary or remuneration of any Managing Director or any Executive
          Director of the Company shall, subject as provided in any contract, be
          such as the Directors may from time to time determine, and may either
          be a fixed sum of money, or may altogether or in part be governed by
          the business done or profits made, or may include the making of
          provisions for the payment to him, his widow or other dependants, of a
          pension on retirement from the office or employment to which he is
          appointed or for the participation in pension and life assurance
          benefits, or may be upon such other terms as the Directors determine.

106.      POWERS

          The Directors may from time to time entrust to and confer upon a
          Managing Director or such Executive Director for the time being such
          of the powers exercisable under these Articles by the Directors, other
          than power to make calls or forfeit shares, as they may think fit, and
          may confer such powers for such time, and to be exercised for such
          objects and purposes, and upon such terms and conditions, and with
          such restrictions as they may think expedient; and they may confer
          such powers either collaterally with or to the exclusion of and in
          substitution for all or any of the powers of the Directors in that
          behalf and may from time to time revoke, withdraw, alter or vary all
          or any of such powers.


                                       25
<PAGE>

                         POWERS AND DUTIES OF DIRECTORS

107.      DIRECTORS TO HAVE ENTIRE SUPERINTENDENCE AND CONTROL OF BUSINESS OF
          COMPANY

          The business of the Company shall be managed by the Directors who in
          addition to the powers and authorities by these Articles or otherwise
          expressly conferred upon them may exercise all such powers, and do all
          such acts and things as may be exercised or done by the Company, and
          as are not by the Act or by these Articles required to be exercised or
          done by the Company in General Meeting, subject nevertheless to such
          directions (being not inconsistent with any regulations of these
          Articles or the provisions of the Act) as may be given by the Company
          in General Meeting by special resolution. Provided that no direction
          given by the Company in General Meeting shall invalidate any prior act
          of the Directors, which would have been valid if such direction had
          not been given, and the provisions contained in these Articles as to
          any specific power of the Directors shall not be deemed to abridge the
          general powers hereby given.

108.      POWERS TO AWARD PENSIONS

          The Directors may exercise all the powers of the Company to give or
          award pensions, annuities, gratuities or other retirement,
          superannuation, death or disability allowances or benefits (whether or
          not similar to the foregoing) to (or to any person in respect of) any
          persons who are or have at any time been Directors of or employed by
          or in the service of the Company or of any body corporate which is or
          was a subsidiary undertaking or a parent undertaking of the Company or
          another subsidiary undertaking of a parent undertaking of the Company
          or otherwise associated with the Company or any such body corporate,
          or a predecessor in business of the Company or any such body
          corporate, and to the wives, widows, children and other relatives and
          dependants of any such persons and may establish, maintain, support,
          subscribe to and contribute to all kinds of schemes, trusts and funds
          (whether contributory or non-contributory) for the benefit of such
          persons as are hereinbefore referred to or any of them or any class of
          them, and so that any Director or former Director shall be entitled to
          receive and retain for his own benefit any such pension, annuity,
          gratuity, allowance or other benefit (whether under any such trust,
          fund or scheme or otherwise).

109.      INSURANCE

          Without prejudice to any other provisions of these Articles, the
          Directors may exercise all the powers of the Company to purchase and
          maintain insurance for or for the benefit of any persons who are or
          were at any time Directors, officers or employees of the Company, or
          of any other body (whether or not incorporated) which is or was its
          parent undertaking or subsidiary undertaking or another subsidiary
          undertaking of any such parent undertaking (together "Group
          Companies") or otherwise associated with the Company or any Group
          Company or in which the Company or any such Group Company has or had
          any interest, whether direct or indirect, or of any predecessor in
          business of any of the foregoing, or who are or were at any time
          trustees of (or directors of trustees of) any pension, superannuation
          or similar fund, trust or scheme or any employees' share scheme or
          other scheme or arrangement in which any employees of the Company or
          of any such other body are interested, including (without prejudice to
          the generality of the foregoing) insurance against any costs, charges,
          expenses, losses or liabilities suffered or incurred by such persons
          in respect of any act or omission in the actual or purported execution
          and/or discharge of their duties and/or the exercise or purported
          exercise of their powers and discretions and/or otherwise in relation
          to or in connection with their duties, powers or offices in relation
          to the Company or any such other body, fund, trust, scheme or
          arrangement.


                                       26
<PAGE>

110.      DIRECTORS' INTERESTS

110.1     Subject to the provisions of the Statutes, a Director may hold any
          other office or place of profit under the Company except that of
          Auditor in conjunction with the office of Director and may act by
          himself or through his firm in a professional capacity to the Company,
          and in any such case on such terms as to remuneration and otherwise as
          the Directors may arrange. Any such remuneration shall be in addition
          to any remuneration provided for by any other Article. Subject to the
          provisions of the Statutes, no Director or intending Director shall be
          disqualified by his office from entering into any contract,
          arrangement, transaction or proposal with the Company either in regard
          to any such other office or place of profit or as vendor, purchaser or
          otherwise. No contract, arrangement, transaction or proposal entered
          into by or on behalf of the Company in which any Director or person
          connected with him is in any way interested, whether directly or
          indirectly, shall be avoided, nor shall any Director who enters into
          any such contract, arrangement, transaction or proposal or who is so
          interested be liable to account to the Company for any profit or other
          benefit realised by any such contract, arrangement, transaction or
          proposal by reason of such Director holding that office or of the
          fiduciary relation thereby established but the nature of his interest
          shall be disclosed by him in accordance with the provisions of the
          Statutes.

110.2     Save as herein provided, a Director shall not vote in respect of any
          contract, arrangement, transaction or any other proposal whatsoever in
          which he has any material interest otherwise than by virtue of his
          interests in shares or debentures or securities of or otherwise in or
          through the Company. A Director shall not be counted in the quorum at
          a meeting in relation to any resolution on which he is debarred from
          voting.

110.3     A Director shall (in the absence of some other material interest than
          is indicated below) be entitled to vote (and be counted in the quorum)
          in respect of any resolution concerning any of the following matters,
          namely:

          (a)  the giving of any guarantee, security or indemnity to him in
               respect of money lent or obligations incurred by him or by any
               other person at the request of or for the benefit of the Company
               or any of its subsidiary undertaking;

          (b)  the giving of any guarantee, security or indemnity to a third
               party 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;

          (c)  any proposal concerning an offer of share or debentures or other
               securities of or by the Company or any of its subsidiary
               undertakings for subscription or purchase in which offer he is or
               may be entitled to participate as a holder of securities or in
               the underwriting or sub-underwriting of which he is to
               participate;

          (d)  any contract, arrangement, transaction or other proposal
               concerning any other body corporate in which he is interested,
               directly or indirectly and whether as an officer or shareholder
               or otherwise howsoever provided that he is not the holder of or
               beneficially interested in one per cent. or more of any class of
               the equity share capital of such body corporate (or of a third
               company through which his interest is derived) or of the voting
               rights available to members of the relevant body corporate (any
               such interest being deemed for the purpose of this Article to be
               a material interest in all circumstances);

          (e)  any contract, arrangement, transaction or other proposal
               concerning the adoption, modification or operation of a
               superannuation fund or retirement benefits scheme under which he
               may benefit and which either relates to both employees and
               Directors of the Company or has been approved by or is subject to
               and conditional upon approval by the Board of Inland Revenue for
               taxation purposes and does not


                                       27
<PAGE>

               accord to any Director as such any privilege or advantage not
               accorded to the employees to which such scheme or fund relates;

          (f)  any contract, arrangement, transaction or proposal concerning the
               adoption, modification or operation of any scheme for enabling
               employees including full time Executive Directors of the Company
               and/or any subsidiary undertaking to acquire shares of the
               Company or any arrangement for the benefit of employees of the
               Company or any of its subsidiaries under which the Director
               benefits in a similar manner to employees; and

          (g)  any contract, arrangement, transaction or other proposal
               concerning the effecting, taking out or maintenance of any, or
               the variation of any terms relating to any policies of insurance
               against any liability (as referred to in section 310(1) of the
               Act) of any Director, Auditor or other officer of the Company or
               any subsidiary undertaking of the Company as defined in section
               736 of the Act.

               (i)  A Director shall not vote or be counted in the quorum on any
                    resolution concerning his own appointment as the holder of
                    any office or place of profit with the Company or any
                    company in which the Company is interested including fixing
                    and varying the terms of his appointment or the termination
                    hereof.

               (ii) Where proposals are under consideration concerning the
                    appointment (including fixing or varying the terms of
                    appointment) of two or more Directors to offices or
                    employments with the Company or any body corporate in which
                    the Company is interested, such proposals may be divided and
                    considered in relation to each Director separately and in
                    such cases each of the Directors concerned if not debarred
                    from voting under Article 110.3(d) shall be entitled to vote
                    (and be counted in the quorum) in respect of each resolution
                    except that concerning his own appointment.

              (iii) If any question shall arise at any meeting as to the
                    materiality of a Director's interest or as to the
                    entitlement of any Director to vote and such question if not
                    resolved by his voluntarily agreeing to abstain from voting,
                    such question shall be referred to the Chairman of the
                    meeting and his ruling in relation to any other Director
                    shall be final and conclusive except in a case where the
                    nature or extent of the interests of the Director concerned
                    have not been fully disclosed.

               (iv) The Company may by Ordinary Resolution suspend or relax the
                    provisions of this Article to any extent or ratify any
                    transaction not duly authorised by reason of a contravention
                    of this Article.

               (v)  For the purpose of this Article an interest of a person who
                    is for the purpose of the Act connected with a Director
                    shall be treated as an interest of the Director and in
                    relation to an alternate an interest of his appointor shall
                    be treated as an interest of the alternate.

111.      EXERCISE OF VOTING POWERS

          The Directors may exercise or procure the exercise of the voting power
          conferred by the shares in any other body corporate held or owned by
          the Company or any power of appointment in relation to any other body
          corporate, and may exercise any voting rights or power of appointment
          to which they are entitled as directors of such other body corporate,
          in such manner in all respects as they shall in their absolute
          discretion think fit, including the exercise thereof in favour any
          resolution of appointing themselves or any of them as directors or
          other officers or servants of such other body corporate, and fixing


                                       28
<PAGE>

          their remuneration as such, and may vote as Directors of the Company
          in connection with any of the matters aforesaid.

112.      DIRECTORS MAY JOIN BOARD OF OTHER COMPANIES

          A Director of the Company may continue to be or become a Director or
          other officer, servant or member of any company promoted by the
          Company or in which it may be interested as a vendor, shareholder, or
          otherwise, and no such Director shall be accountable for any
          remuneration or other benefits derived as director or other officer,
          servant or member of such company.

113.      OVERSEAS BRANCH REGISTER

          The Directors may exercise the powers conferred upon the Company by
          section 362 of the Act with regard to the keeping of an Overseas
          Branch Register and the Directors may (subject to the provisions of
          that section) make and vary such regulations as they may think fit
          respecting the keeping of any such register.

114.      INFORMATION RE "CLOSE COMPANIES"

          The Directors may at any time require any corporate Member to furnish
          any information, supported (if the Directors so require) by a
          statutory declaration, which they may consider necessary for the
          purpose of determining whether or not such Member is one to which
          Section 428 of or Schedule 19 to the Income and Corporation Taxes Act
          1988 (or any statutory modification or re-enactment thereof for the
          time being in force) applied.

                                    PRESIDENT

115.      PRESIDENT

          The Directors may from time to time appoint a President of the Company
          (who need not be a Director of the Company) and may determine his
          duties and remuneration and the period for which he is to hold office.

                                LOCAL MANAGEMENT

116.      LOCAL MANAGEMENT

          The Directors may from time to time provide for the management and
          transaction of the affairs of the Company in any specified locality,
          whether at home or abroad, in such manner as they think fit, and the
          provisions contained in the three next following sub-clauses shall be
          without prejudice to the general powers conferred by this Article.

117.      LOCAL BOARD DELEGATION

          The Directors from time to time, and at any time, may establish any
          Local Board or agencies for managing any of the affairs of the Company
          in any such specified locality, and may appoint any persons to be
          Members of such Local Board, or any managers or agents, and may fix
          their remuneration. And the Directors from time to time, and at any
          time, may delegate to any person so appointed any of the powers,
          authorities, and discretions for the time being vested in the
          Directors, other than the power of making Calls, and may authorise the
          Members for the time being of any such Local Board, or any of them, to
          fill up the vacancies therein, and to act notwithstanding vacancies;
          and any such appointment or delegation may be made on such terms and
          subject to such conditions as the Directors may think fit, and the
          Directors may at any time remove any person so appointed, and may
          annul or vary any such delegation.


                                       29

<PAGE>

118.      POWERS OF ATTORNEY

          The Directors may at any time and from time to time by power of
          attorney under the Seal of the Company, appoint any person or persons
          to be the attorney or attorneys of the Company for such purposes and
          with such powers, authorities and discretions (not exceeding those
          vested in or exercisable by the Directors under these presents), and
          for such period and subject to such conditions as the Directors may
          from time to time think fit; and any such power of attorney may
          contain such provisions for the protection or convenience of persons
          dealing with such attorney or attorneys as the Directors may think
          fit.

119.      SUB-DELEGATION

          Any such delegates or attorneys as aforesaid may be authorised by the
          Directors to sub-delegate all or any of the powers, authorities and
          discretions for the time being vested in them.

                                BORROWING POWERS

120.      POWER TO RAISE MONEY

120.1     The Directors may exercise all the powers of the Company to borrow
          money and to mortgage or charge its undertakings, property and
          uncalled capital, or any part thereof, and to issue debentures. The
          Directors 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 (so far, as regards subsidiary undertakings, as by such
          exercise they can secure) that the aggregate amount at any one time
          owing by the Group (being the Company and its subsidiary undertakings
          for the time being) and for the time being owing to persons outside
          the Group shall not at any time, without previous sanction of the
          Company in General Meeting exceed a sum equal to three times the
          aggregate of:

          (a)  the nominal capital of the Company for the time being issued and
               paid up; and

          (b)  the amounts standing to the credit of the consolidated reserves
               of the Group whether distributable or undistributable and
               including (without limitation) share premium amount, capital
               redemption reserve and profit and loss account;

               all as shown in a consolidation of the then latest audited
               consolidated balance sheet of the Group but after:

               (i)  making such adjustments as may be appropriate in respect of
                    any variation in the issued and paid up share capital the
                    share premium account and the capital redemption reserve
                    fund of the Company or merger reserve since the date of its
                    latest audited consolidated balance sheet and so that for
                    this purpose if any issue or proposed issue of shares for
                    cash or otherwise has been underwritten or otherwise agreed
                    to be subscribed (for cash or otherwise) then, at any time
                    when the underwriting of such shares or other agreement as
                    aforesaid shall be unconditional, such shares shall be
                    deemed to have been issued and the amount (including any
                    premium) payable (or which would be credited as payable) in
                    respect thereof (not being monies payable later than six
                    months after the date of allotment) shall be deemed to have
                    been paid up to the extent that the underwriters or other
                    persons are liable therefore;

               (ii) excluding therefrom (i) any sums set aside for future
                    taxation; (ii) amounts attributable to outside Shareholders
                    in subsidiary undertakings and adding back an amount equal
                    to amounts charged in respect of any deferred tax
                    liabilities and any deficit relating to pensions and other
                    post


                                       30
<PAGE>

                    retirement/employment benefits any asset or liability which
                    has been re-valued under the provisions of IAS 32, 39 40 or
                    41 or the corresponding UK standard, whether charged to
                    profit and loss account or to fair value reserve (in each
                    case) substituting the relevant amounts that would have been
                    recognised had the accounts been prepared in accordance with
                    the relevant accounting standards applicable to the Group's
                    accounts for the year ended 31 March 2005 under UK generally
                    accepted accounting principles insofar as they relate to the
                    matters dealt with by IAS 32 and IAS 39 40, 41; and
                    deducting from reserves amounts credited in respect of any
                    deferred tax assets and any surpluses relating to pensions
                    and other post retirement/employment benefits or any asset
                    or liability which has been re-valued under the provisions
                    of IAS 32, 39 40 or 41 or the corresponding UK standard,
                    whether included in profit and loss account or in the fair
                    value reserve (in each case) substituting the relevant
                    amounts that would have been recognised had the accounts
                    been prepared in accordance with the relevant accounting
                    standards applicable to the Group's accounts for the year
                    ended 31 March 2005 under UK generally accepted accounting
                    principles insofar as they relate to the matters dealt with
                    by IAS 32 and IAS 39 40, 41;

              (iii) deducting therefrom (i) an amount equal to any distribution
                    by the Company or any subsidiary undertaking out of profits
                    earned prior to the date of its latest audited balance sheet
                    and which have been declared, recommended or made since that
                    date except so far as provided for in such balance sheet,
                    (ii) goodwill and other intangible assets and (iii) any
                    debit balances on profit and loss account; and

               (iv) making such adjustments (if any) as the Auditors may
                    consider appropriate.

120.2     For the purposes of this Article, moneys borrowed shall be deemed to
          include the following except in so far as otherwise taken into account
          (together in each case with any fixed or minimum premium payable on
          final redemption or repayment):

          (a)  the nominal amount of any issued share capital and the principal
               amount of any debentures or borrowed moneys, the beneficial
               interest whereof is not for the time being owned by any of the
               Group or any body whether corporate or unincorporate and the
               payment or repayment whereof is the subject of a guarantee or
               indemnity in any of the Group;

          (b)  the outstanding amount raised by acceptances by any bank or
               accepting house under any acceptance credit opened on behalf of
               and in favour of the Group other than acceptances relating to the
               purchase of goods in the ordinary course of trading and
               outstanding for not more than 90 days;

          (c)  the principal amount for the time being owing (other than to a
               member of the Group) in respect of any loan capital, whether
               secured or unsecured, issued by a member of the Group in whole or
               in part for cash or otherwise;

          (d)  the principal amount of preference share capital of any
               subsidiary undertaking of the Company owned otherwise than by
               other members of the Group; and

          (e)  any fixed or minimum premium payable on final repayment of any
               borrowing or deemed borrowing,

          but shall be deemed not to include:

          (a)  borrowings for the purposes of repaying the whole or any part
               (with or without premium) of borrowings by any member of the
               Group for the time being


                                       31
<PAGE>

               outstanding and so to be applied within six months of being so
               borrowed, pending their application for such purpose within such
               period;

          (b)  borrowings for the purpose of financing any contract in respect
               of which any part of the price receivable by any of the Group is
               guaranteed or insured by the Export Credits Guarantee Department
               of the Department of Trade or by any other Governmental
               department fulfilling a similar function, to an amount not
               exceeding that part of the price receivable thereunder which is
               so guaranteed or insured; and

          (c)  the proportion of the excess outside borrowing of a partly owned
               subsidiary undertaking which corresponds to the proportion of its
               equity share capital which is not directly or indirectly
               attributable to the Company and so that, for this purpose, the
               expression "excess outside borrowing" shall mean so much of the
               monies borrowed by such partly owned subsidiary undertaking
               otherwise than from members of the Group as exceeds the monies
               borrowed (if any) from and owing to it by other members of the
               Group.

          When the aggregate amount of monies borrowed required to be taken into
          account for the purposes of this Article on any particular day is
          being ascertained, any of such monies denominated or repayable (or
          repayable at the option of any person other than the Company or any
          subsidiary undertaking) in a currency other than sterling shall be
          translated, for the purpose of calculating the sterling equivalent, at
          the rate(s) of exchange prevailing on that day in London, or on the
          last business day six months before such day if thereby such aggregate
          amount would be less (and so that for this purpose the rate of
          exchange prevailing shall be taken as the spot rate in London quoted
          at or about 11.00 a.m. on the day in question by a London clearing
          bank, approved by the Directors, as being the rate for the purchase by
          the Company of the currency and amount in question for sterling).

120.3     A Report by the Auditors as to the aggregate amount which may at any
          one time in accordance with the provisions of Article 120.1 be owing
          by the Company and its subsidiaries without such sanction as aforesaid
          shall be conclusive in favour of the Company and all persons dealing
          with the Company.

120.4     When the aggregate amount of borrowings required to be taken into
          account for the purposes of this Article on any particular day is
          being ascertained, any of such moneys denominated or repayable in a
          currency other than sterling shall be converted for the purpose of
          calculating the sterling equivalent either:

          (a)  at the rate of exchange prevailing on that day in London provided
               that all but not some only of such moneys shall be converted at
               the rate of exchange prevailing in London six months before such
               day if thereby such aggregate amount would be less (and so that
               for this purpose the rate of exchange shall be taken as the
               middle market rate as at the close of business)

               or where the repayment of such moneys is expressly covered by a
               forward purchase contract

          (b)  at the rate of exchange specified therein

120.5     No debt incurred or security given in respect of moneys borrowed in
          excess of the limit hereby imposed shall be invalid or ineffectual
          except in the case of express notice to the lender or recipient of the
          security at the time when the debt was incurred or security given that
          the limit hereby imposed had been or would thereby be exceeded.

120.6     A certificate or report by the Auditors as to the amount of the limit
          in Article 120.1 or the aggregate amount of monies borrowed falling to
          be taken into account under Article 120.2 or to the effect that the
          limit imposed by this Article has not been or will not be exceeded



                                       32
<PAGE>

          at any particular time or times or during any period shall be
          conclusive evidence of such amount or fact for the purposes of this
          Article.

120.7     No lender or other person dealing with the Company or any of its
          subsidiary undertakings shall be concerned to see or inquire whether
          the said limit is observed, and no debt incurred or security given in
          excess of such limit shall be invalid or ineffectual, except in the
          case of express notice to the lender or the recipient of the security
          at the time when the debt was incurred or security given that the said
          limit has been or would thereby be exceeded.

120.8     In this Article "subsidiary undertaking" means a subsidiary
          undertaking of the Company which is required by the Statutes to be
          included in consolidated group accounts.

121.      MODE OF BORROWING

121.1     The Directors may exercise all the powers of the Company to borrow or
          raise money upon or by the issue or sale of any bonds, debentures, or
          securities, and upon such terms as to time of repayment, rate of
          interest, price of issue or sale, payment of premium or bonus upon
          redemption or repayment or otherwise as they may think proper,
          including a right for the holders of bonds, debentures, or securities,
          to exchange the same for shares in the Company of any class authorised
          to be issued.

121.2     Subject as aforesaid the Directors may secure or provide for the
          payment of any moneys to be borrowed or raised by a mortgage of or
          charge upon all or any part of the undertaking or property of the
          Company, both present and future, and upon any capital remaining
          unpaid upon the shares of the Company whether called up or not, or by
          any other security, and the Directors may confer upon any mortgagees
          or persons in whom any debenture or security is vested, such rights
          and powers as they think necessary or expedient; and they may vest any
          property of the Company in trustees for the purpose of securing any
          moneys borrowed or raised, and confer upon the trustees or any
          receiver to be appointed by them or by any debenture holder such
          rights and powers as the Directors may think necessary or expedient in
          relation to the undertaking or property of the Company or the
          management or the realisation thereof or the making, receiving, or
          enforcing of Calls upon the Members in respect of unpaid capital, and
          otherwise, and make and issue debentures to trustees for the purpose
          of further security, and any such trustees may be remunerated.

122.      SECURITY FOR PAYMENT OF MONEYS

          The Directors may give security for the payment of any moneys payable
          by the Company in like manner as for the payment of moneys borrowed or
          raised, but in such case the amount shall for the purposes of the
          above limitation be reckoned as part of the money borrowed.

123.      REGISTER OF CHARGES TO BE KEPT

          The Directors shall keep a Register of Charges in accordance with the
          Act and the fee to be paid by any person other than a creditor or
          Member of the Company for each inspection of the Register of Charges
          to be kept under the Act shall be the sum of 5p.

                          DISQUALIFICATION OF DIRECTORS

124.      OFFICE OF DIRECTOR TO BE VACATED

124.1     The office of a Director shall be vacated:


                                       33
<PAGE>

          (a)  IF HE RESIGNS

               If not being a Managing Director or Executive Director holding
               office as such for a fixed period he delivers to the Board or to
               the Secretary a notice of his resignation of his office of
               Director;

          (b)  CEASES TO BE A DIRECTOR

               If he ceases to be a Director by virtue of any provision of the
               Act or becomes prohibited by law from being a Director;

          (c)  BECOMES BANKRUPT

               If he becomes bankrupt, or compounds with his creditors
               generally;

          (d)  SUFFERS MENTAL DISORDER

               If an Order is made by any Court of competent jurisdiction on the
               ground of mental disorder for his detention or for the
               appointment of a guardian or receiver or other person to exercise
               powers with respect to this affairs; or

          (e)  FAILS TO ATTEND MEETINGS

               If not having leave of absence from the Directors he or his
               alternate (if any) fail to attend the meetings of the Directors
               for six successive months unless prevented by illness,
               unavoidable accident or other cause which may seem to the
               Directors to be sufficient and the Directors resolve that his
               office be vacated

                RETIREMENT, ELECTION AND APPOINTMENT OF DIRECTORS

125.      ROTATION AND RETIREMENT OF DIRECTORS

          Each Director shall retire from office at the third annual general
          meeting after the annual general meeting at which he was last elected.
          A retiring Director shall be eligible for re-election. A Director
          retiring at a meeting shall retain office until the dissolution of
          such meeting.

126.      MEETING TO FILL UP VACANCIES

          The Company at any General Meeting at which any Directors retire in
          manner aforesaid, may subject to any resolution reducing the number of
          Directors, fill up the vacated offices by electing a like number of
          persons to be Directors and may fill up and other vacancies.

127.      APPOINTMENT OF DIRECTORS TO BE VOTED UPON INDIVIDUALLY

127.1     A resolution for the appointment of two or more persons as Directors
          by a single resolution shall be void unless a resolution that it shall
          be so proposed has been first agreed to at the meeting without any
          vote being given against it.

127.2     No person except a retiring Director shall be elected a Director
          (unless recommended by the Directors for election) unless notice in
          writing shall be sent to the Secretary not more than 42 days and not
          less than seven days before the day of the meeting at which the
          election is to take place, signed by a Member (other than the person
          to be proposed) duly qualified to attend and vote at the meeting
          stating the name and address of the person who offers himself or is
          proposed as a candidate, together with a notice in writing signed by
          such person of his willingness to be elected.


                                       34
<PAGE>

128.      POWER TO GENERAL MEETING TO INCREASE OR REDUCE THE NUMBER OF DIRECTORS

          The Company in General Meeting may from time to time by Ordinary
          Resolution increase or reduce the number of Directors and may by
          Ordinary Resolution appoint any person to be Director either to fill a
          casual vacancy or as an additional Director.

129.      POWER TO REMOVE DIRECTOR BY ORDINARY RESOLUTION

          The Company may by Ordinary Resolution, of which special notice has
          been given in accordance with the provisions of the Statutes, remove
          any Director before the expiration of his terms of office
          notwithstanding anything in these Articles or in any agreement between
          the Company and such Director. Such removal shall be without prejudice
          to any claim such Director may have for damages for breach of any
          contract of service between him and the Company.

130.      POWER TO APPOINT DIRECTOR IN PLACE OF ONE REMOVED

          The Company may by Ordinary Resolution appoint another person in place
          of the Director removed pursuant to the provisions of the Act or by
          Ordinary Resolution pursuant to Article 127, and the person so
          appointed shall hold office during such time only as the Director in
          whose place he is appointed would have held the same if he had not
          been removed, but this provision shall not prevent him from being
          eligible for re-election.

131.      NO DIRECTOR TO RETIRE ON ACCOUNT OF AGE

          No person shall be or become incapable of being appointed or
          re-elected a Director by reason of his having attained the age of 70
          or any other age, nor shall any special notice be required in
          connection with the appointment, the approval of the appointment or
          re-election of such person and no Director shall vacate his office at
          any time by reason of the fact that he has attained the age of 70 or
          any other age.

                     PROCEEDINGS OF DIRECTORS AND COMMITTEES

132.      MEETINGS OF DIRECTORS

          The Directors may meet together for the dispatch of business, adjourn
          and otherwise regulate their meetings as they think fit, and determine
          the quorum necessary for the transaction of business. Until otherwise
          determined two Directors shall constitute a quorum. Questions arising
          at any meeting shall be determined by a majority of votes. In case of
          an equality of votes, the Chairman shall have a second or casting
          vote. One Director may, and the Secretary shall at the request of a
          Director, at any time summon a meeting of the Directors. It shall not
          be necessary to give notice of a meeting of the Directors to a
          Director who is not within the United Kingdom. Any Director may waive
          notice of any meeting and any such waiver may be retrospective.

133.      NOTICE OF BOARD MEETINGS

          Notice of Board Meetings shall be given to all Directors and shall be
          deemed to be duly 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 his last known address
          or any other address given by him to the Company for this purpose,
          whether or not out of the United Kingdom. In this Article references
          to "in writing" include the use of Electronic Communications delivered
          to an address which has been specified by a Director for the purpose
          of his receiving notices of board meetings by means of Electronic
          Communications and subject to such terms and conditions, if any, as
          the Directors may decide.


                                       35
<PAGE>

134.      CHAIRMAN OF BOARD

          The Directors may elect a Chairman or Joint Chairman and one or more
          Deputy Chairman of their meetings (which may also be an Executive
          Office in relation to the management or the business of the Company)
          and determine the period for which he is or they are to hold office,
          but if no such Chairman or Deputy Chairman is elected, or if at any
          meeting neither the Chairman nor a Deputy Chairman is present at the
          time appointed for holding the same, the Directors present shall
          choose some one of their number to be Chairman of such meeting.

135.      BOARD MAY ACT IF QUORUM PRESENT

135.1     A duly convened meeting of the Directors for the time being at which a
          quorum is present shall be competent to exercise all or any of the
          authorities, powers, and discretions by or under these Articles for
          the time being vested in or exercisable by the Directors generally.

135.2     All or any of the Directors or of the members of any committee of the
          Directors may participate in a meeting of the Directors or that
          committee by means of a conference telephone or any communication
          equipment which allows all persons participating in the meeting to
          hear and speak to 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.

136.      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 Directors or by all the
          members of a committee for the time being shall be as valid and
          effective for all purposes as a resolution of those Directors passed
          at a meeting duly convened and held, and may consist of two or more
          documents in the like form each signed by one or more of the Directors
          or members of such committee. Such a resolution in writing need not be
          signed by an alternate Director if it is signed by the Director who
          appointed him.

137.      DIRECTORS MAY APPOINT COMMITTEES

          The Directors may delegate any of their powers or discretions
          (including without prejudice to the generality of the foregoing all
          powers and discretions whose exercise involves or may involve any
          payment to or the conferring of any other benefit on all or any of the
          Directors) to committees consisting of one or more members of their
          body and (if thought fit) one or more other persons co-opted as
          hereinafter provided. Insofar as any such power or discretion is
          delegated to a committee any reference in these Articles to the
          exercise by the Directors of such power or discretion shall be read
          and construed as if it were a reference to the exercise of such power
          or discretion by such committee. Any committee so formed shall in the
          exercise of the powers delegated to them and in the transaction of
          business, conform to any mode of proceedings and regulations which may
          be prescribed by the Directors, and subject thereto may regulate their
          proceedings in the same manner as the Directors do. Any such
          regulations may provide for or authorise the co-option to the
          committee of persons other than Directors and for such co-opted
          members to have voting rights as members of the committee.

138.     MINUTES OF PROCEEDINGS

138.1    The Directors shall cause minutes to be made of the following matters,
         namely:

          (a)  of all appointments of officers and Committees made by the
               Directors, and of their salary or remuneration;


                                       36
<PAGE>

          (b)  of the names of the Directors present at every meeting of the
               Board or of Committees of Directors, and all business transacted
               at such meetings; and

          (c)  of all orders, resolutions and proceedings of all meetings of the
               Company of the holders of any class of shares in the Company and
               of the Directors and Committees of Directors.

138.2     It shall not be necessary for Directors present at any meeting of
          Directors or committee of Directors to sign their names in the minute
          book or other book kept for recording attendance. Any such minute as
          aforesaid, if purporting to be signed by the Chairman of the meeting
          at which the proceedings were held, or by the Chairman of the next
          succeeding meeting shall be receivable as prima facie evidence of the
          matters stated in such minutes without any further proof.

139.      DEFECTIVE APPOINTMENT OF DIRECTORS NOT TO INVALIDATE THEIR ACTS

          All acts done by a meeting of the Directors, or of a Committee, or by
          any person acting as a Director, shall, notwithstanding that it be
          afterwards discovered that there was some defect in the appointment of
          any person or persons acting as aforesaid, or that they or any of them
          were or was disqualified from holding office or not entitled to vote,
          or had in any way vacated their or his office be as valid as if every
          such person had been duly appointed, and were duly qualified and had
          continued to be a Director.

                                    SECRETARY

140.      SECRETARY

          The Secretary shall be appointed by the Directors for such a term, at
          such remuneration and upon such conditions as they think fit and any
          Secretary may be removed by them.

                 RESERVES, DIVIDENDS AND MISCELLANEOUS RESERVES

141.      RESERVES OUT OF PROFITS

          The Directors may before recommending any dividends whether
          preferential or otherwise carry to reserve out of the profits of the
          Company such sums as they think proper. All sums standing to reserve
          may be applied from time to time in the discretion of the Directors
          for the meeting depreciation or contingencies or for special dividends
          or bonuses or for equalising dividends or for repairing, improving or
          maintaining any of the property of the Company or for such other
          purposes as the Directors may think conducive to the objects of the
          Company or any of them and pending such application may at the like
          discretion either be employed in the business of the Company or be
          invested in such investments as the Directors think fit. The Directors
          may divide the reserve into such special funds as they think fit, and
          may consolidate into one fund any special funds or any parts of any
          special funds into which the reserve may have been divided as they
          think fit. Any sum which the Directors may carry to reserve out of the
          unrealised profits of the Company shall not be mixed with any reserve
          to which the profits available for distribution have been carried. The
          Directors may also without placing the same to reserve carry forward
          any profits which they may think it not prudent to divide.

                          DIVIDENDS AND OTHER PAYMENTS

142.      DECLARATION OF DIVIDENDS

          Subject as hereinafter provided the Company in General Meeting may
          declare a dividend to be paid to the Members according to their
          respective rights and interests in the profits, but no larger dividend
          shall be declared than is recommended by the Directors.


                                       37
<PAGE>

143.      DIVIDENDS NOT TO BEAR INTEREST

          No dividend or other moneys payable by the Company shall bear interest
          as against the Company.

144.      POWER TO DECLARE A SCRIP DIVIDEND

          Subject to authority for the exercise of the powers contained in this
          Article having been conferred by Ordinary Resolution of the Company
          (which Ordinary Resolution may specify a particular dividend, or may
          specify all or any dividends declared within a specified period, but
          such period may not end later than the beginning of the Annual General
          Meeting next following the date of the Meeting at which such
          Resolution is passed) and provided that an adequate number of unissued
          shares is available for the purpose, the Directors may, in respect of
          any dividend declared or to be declared and whether by the Directors
          or by the Company in General Meeting, determine and announce
          contemporaneously with or subsequent to any announcement of the
          dividend in question and any related information as to the Company's
          profits for such financial period or part thereof, that holders of
          shares to whom Article 151 does not apply, will be entitled, subject
          (save for holders to whom Article 150 applies or who have no
          registered or other address in the United Kingdom) in the case of any
          holder of shares who has no registered or other address in the United
          Kingdom for the giving of notice, to any foreign enactment or
          regulation, to elect in lieu of such dividend (either wholly or in
          part as the Directors shall determine) to receive an allotment of
          additional shares credited as fully paid up. In any such case the
          following shall apply:

          (a)  the basis of allotment shall be determined by the Directors so
               that as nearly as may be considered convenient the value of the
               additional shares (including any fractional entitlement) to be
               allotted in lieu of any dividend shall equal the amount of the
               dividend. The value of the additional shares shall be the average
               of business done on The Unlisted Securities Market (as shown in
               the Financial Services Authority Daily Official List) or (if
               appropriate) the average of the middle market quotations on the
               Daily Official List of the Financial Services Authority in either
               case on each of the first five business days on which the
               relevant shares are dealt in or quoted ex the relevant dividend;

          (b)  after determination of the basis of allotment the Directors shall
               give notice in writing to the holders of shares of the right of
               election offered to them and shall send with or following such
               notice forms of election which specify the procedure to be
               followed and the place at which and the latest date and time by
               which duly completed forms of election must be lodged in order to
               be effective;

          (c)  the dividend (or that part of the dividend in respect of which an
               election to receive additional shares shall be effective) shall
               not be payable on shares in respect whereof the election to
               receive additional shares shall be effective (the "elected
               shares") and in lieu thereof additional shares shall be allotted
               to the holders of the elected shares on the basis of allotment
               determined as aforesaid and for such purpose the Directors shall
               capitalise out of the sums standing to the credit of any reserve
               of the Company (including any share premium account or capital
               redemption reserve) or profit and loss account as the Directors
               may determine a sum equal to the aggregate nominal amount of the
               additional shares to be allotted and apply the same in paying up
               in full the appropriate number of unissued shares for allotment
               and distribution to and amongst the holder of the elected shares
               on such basis. The additional shares so allotted shall rank pari
               passu in all respects with the fully paid shares of the same
               class then in issue save only as regards participation in the
               relevant dividend (or share election in lieu);

          (d)  the Directors may do all acts and things considered necessary or
               expedient to give effect to any such capitalisation with full
               power to the Directors to make such



                                       38
<PAGE>

               provisions as they think fit for the case of shares becoming
               distributable in fraction, including any provision whereby in
               whole or in part fractional entitlements are disregarded or
               rounded up or down or the benefit of fractional entitlements
               accrue to the Company rather than to the holders of the elected
               shares;

          (e)  the Directors may authorise any person on behalf of all members
               interested to enter into an agreement with the Company providing
               for such capitalisation and matters incidental thereto and any
               agreement made under such authority shall be effective and
               binding on all concerned; and

          (f)  the provisions of these Articles shall take effect subject to the
               provision of this Article and shall be construed as one with this
               Article.

145.      DIVIDENDS: HOW PAYABLE

          Subject to the Statutes, and rights of persons, if any, entitled to
          shares with any priority, preference or special rights as to dividend,
          all dividends shall be declared and paid according to the amounts paid
          up on the shares in respect whereof the dividend is paid, but no
          amount paid up on a share in advance of Calls shall be treated for the
          purpose of this Article as paid up on the share. Subject as aforesaid
          all dividends shall be apportioned and paid proportionately to the
          amounts paid up on the shares during any portion or portions of the
          period in respect of which the dividend is paid: but if any share
          carries any particular rights as to dividend such share shall rank for
          dividend accordingly.

146.      DIVIDENDS TO JOINT HOLDERS

          In case several persons are registered as joint holders of any share
          any one of such persons may give effectual receipts for all dividends
          and payments on account of dividends in respect of such share.

147.      INTERIM DIVIDENDS

          The Directors may from time to time declare and pay an interim
          dividend to the Members.

148.      DIVIDENDS PAYABLE

          No dividend or interim dividend shall be payable except in accordance
          with the provisions of the Act. If the Directors act in good faith,
          they shall not incur any liability to the holders of shares conferring
          preferred rights for any loss they may suffer in consequence of the
          payment of an interim dividend on any shares having non-preferred or
          deferred rights.

149.      UNCLAIMED DIVIDENDS

          All dividends, interest or other sums payable unclaimed for one year
          after having been declared may be invested or otherwise made use of by
          the Directors for the benefit of the Company until claimed. All
          dividends unclaimed for a period of 12 years after having been
          declared shall be forfeited and shall revert to the Company. The
          payment of any unclaimed dividend, interest or other sum payable by
          the Company on or in respect of any share into a separate account
          shall not constitute the Company a trustee thereof.

150.      TO WHOM DIVIDENDS BELONG

          Any resolution declaring a dividend on shares of any class, whether a
          resolution of the Company in General Meeting or a resolution of the
          Directors, may specify that the same shall be payable to the person
          registered as the holders of such shares at the close of business on a
          particular date, notwithstanding that it may be a date prior to that
          on which the resolution is passed, and thereupon the dividend shall be
          payable to them in accordance with their respective holdings so
          registered, but without prejudice to the rights inter se of
          transferors and transferees of any such shares in respect of such
          dividend.


                                       39
<PAGE>

151.      CALLS OR DEBTS MAY BE DEDUCTED FROM DIVIDENDS

          The Directors may deduct from any dividend or other moneys payable to
          any member on or in respect of a share all such sums as may be due
          from him to the Company on account of Calls or otherwise in relation
          to such shares of the Company.

152.      WAIVER

          The waiver in whole or in part of any dividend on any share by any
          document (whether or not under seal) shall be effective only if such
          document is signed by the shareholder (or the person entitled to the
          share in consequence of the death or bankruptcy of the holder or
          otherwise by operation of law) and delivered to the Company and if or
          to the extent that the same is accepted as such or acted upon by the
          Company

153.      METHOD OF PAYMENT

153.1     The Company may pay any dividend interest other sum payable in cash or
          by direct debit, bank or other funds transfer system (subject always,
          in respect of shares in uncertificated form, to the facilities and
          requirements of the relevant system concerned, where payment is to be
          made by means of such system), cheque, dividend warrant or money order
          and may render the same by post to the Members or persons entitled
          thereto, and in the case of joint holders or of two or more persons
          entitled thereto, to the registered address of the person whose name
          stands first in the Register, or to such person and to such address as
          the holder or joint holders or person or persons may in writing
          direct, and the Company shall not be responsible for any loss of any
          such cheque, warrant or order nor for any loss in the course of any
          such transfer or where it has acted on any such directions. Every such
          cheque, warrant or order shall be made payable to, or to the order of,
          the person to whom it is sent, or to, or to the order of, such person
          as the holder or joint holders or person or persons entitled may in
          writing direct, and the payment of such cheques, warrant or order or
          the collection of funds from or transfer of funds by a bank in
          accordance with such direct debit or bank or other funds transfer or,
          in respect of shares in uncertificated form, the making of payment by
          means of the relevant system concerned, shall be a good discharge to
          the Company. Any one of two or more joint holders of any share, or any
          one of two or more persons entitled jointly to a share in consequence
          of the death or bankruptcy of the holder or otherwise by operation of
          law, may give effectual receipts for any dividends or other monies
          payable or property distributable on or in respect of the share.

153.2     All dividends and other distributions shall be paid (subject to any
          lien of the Company) to those Members whose names shall be on the
          Register at the date at which such dividend shall be declared or at
          such other time and/or date as the Company by ordinary resolution or
          the Directors may determine.

154.      PAYMENT OF DIVIDENDS IN SPECIE

          Any General Meeting declaring a dividend may direct payment of such
          dividend wholly or in part by the distribution of specific assets and
          in particular of paid-up shares or debentures of any other company,
          and the Directors shall give effect to any such direction provided
          that no such distribution shall be made unless recommended by the
          Directors. Where any difficulty arises in regard to the distribution,
          the Directors may settle the same as they think expedient, and in
          particular may issue fractional certificates, and may fix the value
          for distribution of such specific assets or any part thereof, and may
          determine that cash payments may be made to any Members upon the
          footing of the value so fixed, in order to adjust the rights of all
          parties, and may vest any such assets in trustees upon trust for the
          persons entitled to the dividend as may seem expedient to the
          Directors.


                                       40
<PAGE>

                            CAPITALISATION OF PROFITS

155.      CAPITALISATION OF PROFITS, ETC

155.1     The Directors may with the authority of an Ordinary Resolution of the
          Company:

          (a)  subject as hereinafter provided, resolve to capitalise any
               undistributed profits of the Company (whether or not the same are
               available for distribution and including profits standing to any
               reserve) or, any sum standing to the credit of the Company's
               share premium account or capital redemption reserve funds;

          (b)  appropriate the profits or sum resolved to be capitalised to the
               Members in proportion to the nominal amount of Ordinary Shares
               (whether or not fully paid) held by them respectively (including
               for this purpose, any shares in the Company held as treasury
               shares, as if the restriction on payment of dividends in the
               Statutes did not apply), and apply such profits or sum on their
               behalf, either in or towards paying up the amounts, if any, for
               the time being unpaid on any shares held by such Members
               respectively, or in paying up in full unissued shares or
               debentures of the Company of a nominal amount equal to such
               profits or sum, and allot and distribute such shares or
               debentures credited as fully paid up, to and amongst such
               Members, or as they may direct, in the proportion aforesaid, or
               partly in one way and partly in the other: provided that the
               share premium account and the capital redemption reserve fund and
               any such profits which are not available for distribution may,
               for the purposes of this Article, only be applied in the paying
               up of unissued shares to be issued to Members credited as fully
               paid; and provided that in the case where any such is applied in
               paying amounts for the time being unpaid on any shares of the
               Company or in paying up in full debentures of the Company the
               amount of the net assets of the Company at that time is not less
               than the aggregate of the called up share capital of the Company
               and its undistributable reserves and would not be reduced below
               that aggregate by the payment thereof as shown in the latest
               audited accounts of the Company or such other accounts as may be
               relevant;

          (c)  resolve that any shares allotted under this Article to any Member
               in respect of a holding by him of any partly paid Ordinary Shares
               shall so long as such Ordinary Shares remain partly paid rank for
               dividends only to the extent that such partly paid Ordinary
               Shares rank for dividend;

          (d)  make such provisions by the issue of fractional certificates or
               by payment in cash or otherwise as the Directors think fit for
               the case of shares or debentures becoming distributable under
               this Article in fractions;

          (e)  authorise any person to enter on behalf of all the Members
               concerned into any agreement with the Company providing for the
               allotment to them respectively, credited as fully paid up, of any
               shares or debentures to which they may be entitled upon such
               capitalisation (any agreement made under such authority being
               thereupon effective and binding on all such Members); and

          (f)  generally do all acts and things required to give effect to such
               resolution as aforesaid.

                                  RECORD DATES

156.      RECORD DATES

          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 any date on which such dividend,


                                       41
<PAGE>

          distribution, allotment or issue is paid or made and on or at any time
          before or after any date on which such dividend, distribution,
          allotment or issue is declared.

                                    ACCOUNTS

157.      ACCOUNTING RECORDS TO BE KEPT

          The Directors shall cause accounting records to be kept in accordance
          with the provisions of the Statutes.

158.      LOCATION OF ACCOUNTING RECORDS

          The accounting records shall be kept at the Office or, subject to the
          provisions of the Statutes, at such other place or places as the
          Directors think fit.

159.      INSPECTION OF ACCOUNTING RECORDS

          The accounting records shall always be open to the inspection of the
          officers of the Company.

160.      INSPECTION OF ACCOUNTS AND BOOKS AND REGISTER OF MEMBERS

          The Directors shall from time to time determine whether and to what
          extent and at what time and places, and under what conditions or
          regulations the accounting records of the Company, or any of them,
          shall be open to the inspection of the Members, and no Member shall
          have any right of inspecting any accounting record or other document
          of the Company, except as conferred by statute or authorised by the
          Directors or by the Company in General Meeting. The Register shall be
          open for inspection by any Member or other person entitled to inspect
          the same, and any person other than a Member inspecting the same shall
          pay a fee of 5p.

161.      COPY TO BE SENT TO MEMBERS

161.1     A printed copy of every profit and loss account and balance sheet,
          including all documents required by law to be annexed to the balance
          sheet which is to be laid before the Company in General Meeting,
          together with copies of the Directors' and the Auditors' reports shall
          not less than 21 clear days before the date of the meeting be sent to
          every Member (whether he is or is not entitled to receive notices of
          General Meetings of the Company) and every holder of debentures of the
          Company (whether he is or is not so entitled) and the Auditors and all
          other persons being persons so entitled, and the requisite number of
          copies of these documents shall at the same time be forwarded to the
          appropriate department of The Stock Exchange.

161.2     Where permitted by the statutes, any document or copy referred to in
          this Article may be sent by using Electronic Communication.

                                      SEALS

162.      PROVISION FOR SEALS

          The Directors shall provide a Common Seal for the Company and shall
          have power from time to time to destroy the same and to substitute a
          new seal in lieu thereof.

163.      OFFICIAL SEAL

          The Directors may exercise the powers conferred on the Company by
          Section 40 of the Act with regard to having an Official Seal solely
          for sealing documents creating or evidencing securities of the
          Company. Any such documents to which such Official Seal is affixed
          need not be signed by any person.



                                       42
<PAGE>

164.      SAFE CUSTODY HOW AFFIXED

164.1     The Directors shall provide for the safe custody of every seal of the
          Company. The Common Seal shall never be affixed to any document except
          by the authority of a resolution of the Directors or of a committee of
          the Directors authorised by the Directors in that behalf and the
          authority so granted may be of a general nature and need not apply
          only to specific documents or transactions. Every instrument to which
          either shall be affixed shall be signed autographically by one
          Director and the Secretary or by two Directors, save that as regards
          any certificates for shares or debentures or other securities of the
          Company the Directors may by resolution determine that such signatures
          or either of them shall be dispensed with or affixed by some method or
          system of mechanical or electronic means.

164.2     Where the Statutes so permit, any instrument signed by one Director
          and the Secretary or by two Directors and expressed to be executed by
          the Company shall have the same effect as if executed under the Seal,
          provided that no instrument shall be so signed which makes it clear on
          its face that it is intended by the person or persons making it to be
          a deed without the authority of the Directors or of a committee
          authorised by the Directors in that behalf. The Directors may by
          resolution determine that such signatures or either of them shall be
          affixed by some method or system of mechanical or electronic means.

165.      OFFICIAL SEAL FOR USE ABROAD

          The Company may exercise the powers conferred by Section 39 of the Act
          with regard to having an official seal for use abroad, and such powers
          shall be vested in the Directors.

                       BILLS, NOTES, CHEQUES AND RECEIPTS

166.      SIGNATURE OF NEGOTIABLE INSTRUMENTS

          The Directors may draw, make, accept, or endorse, or authorise any
          other person or persons to draw, make, accept, or endorse any cheques,
          bills of exchange, promissory notes or other negotiable instruments,
          provided that every cheque, bill of exchange, promissory note or other
          negotiable instrument drawn, made or accepted shall be signed by such
          persons or person as the Directors may appoint for the purpose.

                                    AUDITORS

167.      APPOINTMENT OF AUDITORS

          Auditors shall be appointed and their duties regulated in accordance
          with the provisions of the Statutes.

                                     NOTICES

168.      SERVICE OF NOTICE ON MEMBERS

          A notice or other document (including a share certificate) may be
          given by the Company to any Member either:

          (a)  personally; or

          (b)  by sending it by post addressed to him at his registered address,
               or (if he has no registered address within the United Kingdom) to
               the address, if any, within the United Kingdom supplied by him to
               the Company for the giving of notice to him; or

          (c)  by sending it using Electronic Communication to an address for
               the time being notified for that purpose to the Company by that
               member in a manner specified by the Directors or as otherwise
               permitted by the Statutes.


                                       43
<PAGE>

169.      WHEN REGISTERED ADDRESS NOT IN THE UNITED KINGDOM

169.1     Members whose registered address shall not be in the United Kingdom,
          and who shall not have given to the Company an address for service of
          notices in the United Kingdom, shall not be entitled to receive any
          notices whatsoever, but the Directors may, if they think proper, serve
          any notice upon such Member in manner above mentioned.

169.2     Notwithstanding anything in these Articles to the contrary but subject
          to the Statutes, no Member shall be entitled to be sent any notice or
          other document from the Company by Electronic Communication unless the
          Directors are satisfied (for which purpose the Directors may require
          such evidence or confirmations, if any, as they shall in their
          discretion think fit) that the sending or receipt of any such notice
          or other document would not contravene any laws or regulation or any
          country in which the notice or other document is or could be deemed to
          be sent or received.

170.      EVIDENCE OF SERVICE

170.1     A notice or other document addressed to a Member at his registered
          address or address for service in the United Kingdom shall, if served
          by post, be deemed to have been served at the latest within 24 hours
          if prepaid as first class and at the latest 72 hours if prepaid as
          second class, after the same shall have been posted, and in proving
          such service it shall be sufficient to prove that the notice or
          document was properly addressed and duly posted.

170.2     Where a notice or other document is sent by Electronic Communication,
          service of the notice or other document shall be deemed to be effected
          by sending it using Electronic Communication to an address for the
          time being notified to the Company for that purpose, and to have been
          effected at the latest within 24 hours after the time it was sent. In
          proving such service it shall be sufficient to prove that the notice
          or other document was sent in accordance with guidance from time to
          time issued by the Institute of Chartered Secretaries and
          Administrators.

171.      NOTICE TO JOINT HOLDERS

          All notices directed to be given to the Members shall, with respect to
          any share to which persons are jointly entitled, be given to whichever
          of such persons is named first in the Register, and notice so given
          shall be sufficient notice to all the holders of such share.

172.      NOTICE IN CASE OF DEATH

          Service of notice at the registered address or the address for service
          in the United Kingdom of any person whose name remains registered as
          the holder or joint holder of any share, shall notwithstanding the
          death of such person and whether or not the Company have notice of his
          decease be deemed to be sufficient notice to his executors or
          administrators, and to the survivor or survivors of the joint holders,
          and to all other persons entitled to such share.

173.      WHEN ALTERNATIVE TO NOTICE BY POST PERMITTED

          If at any time by reason of the suspension or any curtailment of
          postal services in the United Kingdom or of means of Electronic
          Communication, the Company is unable in the opinion of the Directors
          effectively to convene a General Meeting by notices sent through the
          post, or (in the case of those Members in respect of whom an address
          has for the time being been notified to the Company, in a manner
          specified by the Directors, for the purpose of giving notices by
          Electronic Communication) by Electronic Communication, a General
          Meeting may be convened by a notice advertised in at least one
          national newspaper and such notice shall be deemed to have been duly
          served on all Members and other persons entitled thereto at noon on
          the day when the advertisement has appeared. In any such case the
          Company shall send confirmatory copies of the notice by post or (as


                                       44
<PAGE>

          the case may be) by Electronic Communication if at least seven days
          prior to the date of the Meeting the posting of notices to addresses
          throughout the United Kingdom again becomes in the opinion of the
          Directors practicable.

174.      OTHER NOTICES

          Any notice required to be given by the Company to the members or any
          of them and not provided for by or pursuant to the Articles or the
          Statutes shall be sufficiently given by an advertisement inserted once
          in two Daily Newspapers one published in London and the other in
          Birmingham.

175.      SERVICE OF NOTICE ON PERSONS ENTITLED BY TRANSMISSION

          A notice or other document may be given by the Company to the persons
          entitled to a share in consequence of the death or bankruptcy of a
          Member or otherwise by operation of law by sending it through the post
          in a prepaid letter, or by sending it using Electronic Communication
          as hereinafter mentioned, in each case addressed to them by name, or
          by the title of representatives of the deceased, or trustee of the
          bankrupt, or by any like description, to (in the case of a notice or
          other document being sent through the post) the address, if any,
          within the United Kingdom supplied for the purpose by the persons
          claiming to be so entitled or (in the case of a notice or other
          document being sent by using Electronic Communication) to an address
          for the time being notified for that purpose by such persons to the
          Company, in a manner specified by the Company, by those persons or as
          otherwise permitted by the Statutes, or (until such an address has
          been so supplied or notified) by giving the notice or other document
          in any manner in which the same might have been given if the death or
          bankruptcy or other event had not occurred.

                            ELECTRONIC COMMUNICATION

176.      ELECTRONIC COMMUNICATION

          Notwithstanding anything in these Articles to the contrary, but
          subject to the Statutes:

          (a)  any notice or other document to be given or sent to any person by
               the Company is also to be treated as given or sent where:

               (i)  the Company and that person have agreed that any notice or
                    other document required to be given or sent to that person
                    may instead be accessed by him on a web site;

               (ii) the meeting (in the case of a notice of meeting) or other
                    document (in any other case) is one to which that agreement
                    applies;

              (iii) that person is notified, in a manner for the time being
                    agreed between him and the Company, of the publication of
                    the notice or (as the case may be) other document on a web
                    site, the address of that web site and the place on that web
                    site where the notice or (as the case may be) other document
                    may be accessed and how it may be accessed; and

               (iv) in the case of a notice of meeting, such notice is published
                    in accordance with Article 176(b) below and the notification
                    referred to in (iii) above shall state that it concerns a
                    notice of a company meeting served in accordance with the
                    Act; shall specify the place, date and time of the meeting;
                    and shall state whether the meeting is to be an annual or
                    extraordinary meeting; and

               (v)  in the case of a document referred to in section 238 of the
                    Act, and in the case of a document comprising a summary
                    financial statement referred to in section 251 of the Act,
                    such document is published in accordance with Article 196(b)
                    below;


                                       45
<PAGE>

               and, in the case of a notice of any notice or other document so
               treated, such notice or other document (as the case may be) is to
               be treated as so given, at the time of the notification in (iii)
               above; and

          (b)  where a notice of meeting or other document is required by
               Article 176(a)(iv) above to be published in accordance with this
               Article it shall be treated as so published only if:

               (i)  in the case of a notice of meeting, the notice is published
                    on the website throughout the period beginning with the
                    giving of the notification referred to in Article
                    176(a)(iii) above and ending with the conclusion of the
                    relevant meeting; and

               (ii) in the case of a document referred to in Article 176(a)(v)
                    above, the document is published on the website throughout
                    the period beginning at least 21 days before the date of the
                    relevant meeting and ending with the conclusion of the
                    meeting and the notification referred to in Article
                    176(a)(iii) above is given not less than 21 days before the
                    date of the meeting,

               but so that nothing in this Article shall invalidate the
               proceedings of the meeting where the notice or other document is
               published for a part, but not all, of the period mentioned in (a)
               or, as the case may be, (b) of this Article and the failure to
               publish the notice or other document throughout that period is
               wholly attributable to circumstances which it would not be
               reasonable to have expected the Company to prevent or avoid; and

          (c)  the Directors may from time to time make such arrangements or
               regulations and establish such procedures (if any) as they may
               from time to time in their absolute discretion think fit in
               relation to the giving of notices or other documents by
               Electronic Communication by or to the Company and otherwise for
               the purpose of implementing and/or supplementing the provisions
               of these Articles and the Statutes in relation to Electronic
               Communication; and such arrangements and regulations and
               procedures (as the case may be) shall have effect as if set out
               in this Article.

                              UNTRACED SHAREHOLDERS

177.      UNTRACED SHAREHOLDERS

          The Company shall be entitled to sell at the best price reasonably
          obtainable any share or stock of a Member or any share or stock to
          which a person is entitled by transmission if and provided that:

          (a)  for a period of 12 years no cheque or warrant sent by the Company
               through the post in a pre-paid letter addressed to the Member or
               to the person entitled by transmission to the share or stock at
               his address on the Register or other the last known address given
               by the Member or the person entitled by transmission to which
               cheques and warrants are to be sent has been cashed and no
               communication has been received by the Company from the Member or
               the person entitled by transmission provided that in any such
               period of 12 years the Company has paid at least three dividends
               whether interim or final and no such dividend has been claimed;
               and

          (b)  the Company has at the expiration of the said period of 12 years
               by advertisement in both a leading London daily newspaper and in
               a newspaper circulating in the area in which the address referred
               to in paragraph 177(a) of this Article is located given notice of
               its intention to sell such share or stock; and


                                       46
<PAGE>

          (c)  the Company has not during the further period of three months
               after the date of the advertisement and prior to the exercise of
               the power of sale received any communication from the Member or
               person entitled by transmission; and

          (d)  if the shares are admitted to the Official List of the Financial
               Services Authority or dealt in on the London Stock Exchange , the
               Company has first given notice to a Regulatory Information
               Service (as defined in the Financial Services Authority Listing
               Rules) of its intention to sell such shares or stock.

          (e)  To give effect to any such sale the Company may appoint any
               person to execute as transferor an instrument of transfer of such
               share or stock and such instrument of transfer shall be as
               effective as if it had been executed by the registered holder of
               or person entitled by the transmission to such share or stock.
               The transferee shall not be bound to see to the application of
               the purchase monies and the title The Company shall account to
               the Member or other person entitled to such share or stock for
               the net proceeds of such sale by carrying all monies in respect
               thereof to a separate account which shall be a permanent debt of
               the Company and the Company shall be deemed to be a debtor and
               not a trustee in respect thereof for such Member or other person.
               Monies carried to such separate account may either be employed in
               the business of the Company or invested in such investments
               (other than shares of the Company or its holding company if any)
               as the Directors may from time to time think fit.

178.      POWER TO SELL FURTHER SHARES

          If, during any 12 year period or three month period referred to in
          Articles 177(a) and 177(b) of the preceding Article, further shares
          have been issued in respect of those held at the beginning of such 12
          year period or of any subsequently issued during such periods and all
          the other requirements of such Article have been satisfied in respect
          of the further shares, the Company may also sell such further shares.

179.      AUTHORITY TO CEASE SENDING CHEQUES

          If either (i) on two consecutive occasions cheques, warrants or orders
          in payment of dividends or other monies payable in respect of any
          share have been sent through the post or otherwise in accordance with
          the provisions of these Articles but have been returned undelivered or
          left uncashed during the periods for which the same are valid or any
          transfer by bank or other funds transfer system has not been
          satisfied; or (ii) following one such occasion reasonable enquiries
          have failed to establish any new address of the registered holder; the
          Company need not thereafter despatch further cheques, warrants or
          orders and need not thereafter transfer any sum (as the case may be)
          in payment of dividends or other monies payable in respect of the
          share in question until the Member or other person entitled thereto
          shall have communicated with the Company and supplied in writing to
          the Office an address for the purpose.

                            DESTRUCTION OF DOCUMENTS

180.      DESTRUCTION OF DOCUMENTS

          The Company may destroy:

          (a)  any share certificate which has been cancelled at any time after
               the expiry of one year from the date of such cancellation;

          (b)  any dividend mandate or any variation or cancellation thereof or
               any notification of change of name or address (which shall
               include, in relation to Electronic Communications, any number or
               address used for the purposes of such communications), at any
               time after the expiry of two years from the date such mandate
               variation cancellation or notification was recorded by the
               Company;


                                       47
<PAGE>

          (c)  any instrument of transfer of shares (which phrase, together with
               references to documents, shall for the purpose of this Article
               include electronically generated or stored communications in
               relation to the transfer of uncertficated shares and any
               electronic or tangible copies of the same) which has been
               registered at any time after the expiry of six years from the
               date of registration; and

          (d)  any other document on the basis of which any entry in the
               Register is made at any time after the expiry of six years from
               the date an entry in the Register was first made in respect of
               it;

          (e)  and it shall conclusively be presumed in favour of the Company
               that every share certificate so destroyed was a valid certificate
               duly and properly sealed and that every instrument of transfer so
               destroyed was a valid and effective instrument duly and properly
               registered and that every other document destroyed hereunder was
               a valid and effective document in accordance with the recorded
               particulars thereof in the books or records of the Company
               Provided Always that:

               (i)  the foregoing provisions of this Article should apply only
                    to the destruction of a document in good faith and without
                    express notice to the Company that the preservation of such
                    document was relevant to a claim (regardless of the parties
                    thereto);

               (ii) nothing contained in this Article shall be construed as
                    imposing upon the Company any liability in respect of the
                    destruction of any such document earlier than as aforesaid
                    or in any case where the conditions of proviso (a) above are
                    not fulfilled;

              (iii) references in this Article to instruments of transfer shall
                    include, in relation to uncertificated shares, instructions
                    and/or notifications made in accordance with the relevant
                    system concerned relating to the transfer of such shares;

               (iv) references in this Article to the destruction of any
                    document include references to its disposal in any manner;

               (v)  in relation to uncertificated shares, the provisions of this
                    Article shall apply only to the extent the same are
                    consistent with the Regulations.

                          DIVISION OF ASSETS IN SPECIE

181.      DIVISION IN SPECIE

          The liquidator on any winding-up of the Company (whether voluntary or
          under supervision or compulsory) may with the authority of an
          Extraordinary Resolution, divide among the members in kind the whole
          or any part of the assets of the Company and whether not the assets
          shall consist of property of one kind, or shall consist of properties
          of different kinds, and for such purpose may set such value as he
          deems fair upon any one or more class or classes of property, and may
          determine how such division shall be carried out as between Members or
          classes of Members but so that if any such division shall be otherwise
          than in accordance with the existing rights of the Members, every
          Member shall have the same right of dissent and other ancillary rights
          as if such resolution were a Special Resolution passed in accordance
          with Section 110 of the Insolvency Act 1986. The liquidator may, with
          the authority of an Extraordinary Resolution, vest the whole or any
          part of such assets in trustees upon such trusts for the benefit of
          the contributories as the liquidator, with the like sanction, shall
          think fit, but so that no Member shall be compelled to accept any
          shares or other securities or other assets whereon there is any
          liability.


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<PAGE>

                            PROVISIONS FOR EMPLOYEES

182.      PROVISION FOR EMPLOYEES ON CESSATION OF TRANSFER OF BUSINESS

          The Company shall exercise the power conferred upon it by Section
          719(1) of the Act 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 any
          only with the prior sanction of a Special Resolution. If at any time
          the capital of the Company is divided into different classes of
          shares, the exercise of such power as aforesaid shall be deemed to be
          a variation of the rights attached to each class of shares and shall
          accordingly require the prior consent in writing of the holders of
          three-fourths in nominal value of the issued shares of each class or
          the prior sanction of an Extraordinary Resolution passed at a separate
          meeting of the holders of the shares of each class convened and held
          in accordance with the provisions of Article 96.

                             DISCLOSURE OF INTERESTS

183.      DISCLOSURE

183.1     If any member, or any other person appearing to be interested in
          shares held by such Member, has been duly served with a notice under
          Section 212 of the Act and is in default for the prescribed period in
          supplying to the Company the information thereby required, then the
          Directors may in their absolute discretion at any time thereafter by
          notice (a "direction notice") to such Member direct that, in respect
          of the shares in relation to which the default occurred and any other
          shares held at the date of the direction notice by the Member, or such
          of them as the Directors may determine from time to time (the "default
          shares" which expression shall include any further shares which are
          issued in respect of any default shares), the member shall not, nor
          shall any transferee to which any of such shares are transferred other
          than pursuant to a permitted transfer or pursuant to Article 180.2(c)
          below, be entitled to vote either personally or by proxy at a General
          Meeting of the Company or a 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 of the Company or meetings
          of the holders of any class of shares of the Company, or to be
          reckoned in a quorum.

183.2     Where the default shares represent at least 0.25 per cent. of the
          issued shares of the same class as the default shares (excluding any
          shares of that class held as treasury shares), then the direction
          notice may additionally direct:

          (a)  that any dividend or any part thereof or other money which would
               otherwise be payable in respect of each of the default shares
               shall (in whole or any part thereof) be retained by the Company
               without any liability to pay interest thereon when such money is
               finally paid to the Member and shall be payable (when the
               direction notice ceases to have effect) to the person who would
               but for the direction notice have been entitled to them; and/or

          (b)  where an offer of the right to elect to receive shares of the
               Company instead of cash in respect of any dividend or part
               thereof is or has been made by the Company, any election made
               thereunder by such Member in respect of such default shares shall
               not be effective; and/or

          (c)  no transfer of any of the default shares held by such Member
               shall be registered unless:

               (i)  the Member is not himself in default as regards supplying
                    the information required; and


                                       49

<PAGE>

               (ii) the transfer is of part only of the Member's holding and
                    when presented for registration is accompanied by a
                    certificate by the Member in a form satisfactory to the
                    Directors to the effect that after due and careful enquiry
                    the Member is satisfied that none of the shares the subject
                    of the transfer are default shares.

183.3     Upon the giving of a direction notice its terms shall apply
          accordingly.

183.4     The Company shall send to each other person appearing to be interested
          in the shares the subject of any direction notice a copy of the
          notice, but the failure or omission by the Company to do so shall not
          invalidate such notice.

183.5     Any direction notice shall have effect in accordance with its terms
          for so long as the default in respect of which the direction notice
          was issued continues and (unless the direction notice otherwise
          determines) for a period of one week thereafter but shall cease to
          have effect in relation to any default shares which are transferred by
          such Member by means of an approved transfer or in accordance with
          Article 180.2(c) above on receipt by the Company of notice that a
          transfer as aforesaid has been made. The Company may (at the absolute
          discretion of the Directors) at any time give notice to the Member
          cancelling, or suspending for a stated period the operation of, a
          direction notice in whole or in part.

183.6     For the purpose of this Article:

          (a)  a person shall be treated as appearing to be interested in any
               shares if the member holding such shares has given to the Company
               a notification under the said Section 212 which either (a) names
               such person as being so interested or (b) fails to establish the
               identities of those interested in the shares and (after taking
               into account the said notification and/or any other relevant
               Section 212 notification) the Company knows or has reasonable
               cause to believe that the person in question is or may be
               interested in the shares;

          (b)  the prescribed period is 28 days from the date of service of the
               notice under the said Section 212 except that if the default
               shares represent at least 0.25 per cent. of the issued shares of
               that class, the prescribed period is 14 days from such date; and

          (c)  a transfer of shares is an approved transfer if, but only if:

               (i)  it is a transfer of shares to an offeror or by way or in
                    pursuance of acceptance of a take-over offer for a company
                    (as defined in Section 428 of the Act; or

               (ii) the Directors are satisfied that the transfer is made
                    pursuant to a sale of the whole of the beneficial ownership
                    of the shares to a party unconnected with the member and
                    with other persons appearing to be interested in such
                    shares(and for the purposes of this Article any associate
                    (as that term is defined in section 435 of the Insolvency
                    Act 1986) of the Member or of any other person appearing to
                    the Directors to be interested in any of the default shares
                    shall be deemed to be connected with the transferring
                    Member); or

              (iii) the transfer results from a sale made on or through the
                    London Stock Exchange or any stock exchange outside the
                    United Kingdom on which the Company's shares of the same
                    class as the default shares are normally traded.

183.7     Nothing contained in this Article shall limit the power of the
          Directors under Section 216 of the Companies Act 1985.



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<PAGE>

                                    INDEMNITY

184.      INDEMNITY

          Subject to the provisions of the Statutes but without prejudice to any
          indemnity to which the person concerned may otherwise be entitled,
          every person who is or was at any time a Director or other officer of
          the Company excluding the Auditors shall be indemnified out of the
          assets of the Company against all costs, charges, expenses, losses or
          liabilities which he may sustain or incur in or about the actual or
          purported execution and/or discharge of the duties of his office
          and/or the exercise or purported exercise of his powers or discretions
          and/or otherwise in relation thereto or in connection therewith,
          including (without prejudice to the generality of the foregoing) any
          liability incurred by him in defending any proceedings, whether civil
          or criminal, in which judgment is given in his favour or in which he
          is acquitted or in connection with any application under section
          144(3) or (4) or section 727 of the Act, in which relief is granted to
          him by the court.
















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