<PAGE>
                                                                     EXHIBIT 1.1

No. 2459087

                        THE COMPANIES ACTS 1985 AND 1989







                        PUBLIC COMPANY LIMITED BY SHARES






                             ARTICLES OF ASSOCIATION



                                     - of -


                                 PROTHERICS PLC















                              Ashurst Morris Crisp
                                 Broadwalk House
                                 5 Appold Street
                                 London EC2A 2HA

                                  MCJ/AJE/PRO05






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                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                        PAGE
<S>                                                                           <C>
PART I - PRELIMINARY............................................................1

PART II - SHARE CAPITAL.........................................................3
CERTIFICATES....................................................................4
CALLS ON SHARES.................................................................5
FORFEITURE AND LIEN.............................................................6
TRANSFER OF SHARES..............................................................8
TRANSMISSION OF SHARES..........................................................9
CONSOLIDATION AND SUB-DIVISION OF SHARES.......................................10
CONVERSION OF SHARES INTO STOCK................................................11
INCREASE OR REDUCTION OF CAPITAL...............................................11

PART III - GENERAL MEETINGS....................................................12
VOTING.........................................................................16
VARIATION OF RIGHTS............................................................18

PART IV - DIRECTORS AND OTHER OFFICERS.........................................19
ALTERNATE DIRECTORS............................................................20
MANAGING AND EXECUTIVE DIRECTORS...............................................21
POWERS AND DUTIES OF DIRECTORS.................................................22
PRESIDENT......................................................................25
LOCAL MANAGEMENT...............................................................25
BORROWING POWERS...............................................................26
DISQUALIFICATION OF DIRECTORS..................................................29
RETIREMENT, ELECTION AND APPOINTMENT OF DIRECTORS..............................30
PROCEEDINGS OF DIRECTORS AND COMMITTEES........................................31
SECRETARY......................................................................33

PART V - RESERVES, DIVIDENDS AND MISCELLANEOUS RESERVES........................33
DIVIDENDS AND OTHER PAYMENTS...................................................33
CAPITALISATION OF PROFITS......................................................36
RECORD DATES...................................................................37
ACCOUNTS.......................................................................38
SEALS..........................................................................38
BILLS, NOTES, CHEQUES AND RECEIPTS.............................................39
NOTICES........................................................................39
ELECTRONIC COMMUNICATION.......................................................41
UNTRACED SHAREHOLDERS..........................................................42
DESTRUCTION OF DOCUMENTS.......................................................43
DIVISION OF ASSETS IN SPECIE...................................................44
PROVISIONS FOR EMPLOYEES.......................................................44
DISCLOSURE OF INTERESTS........................................................44
INDEMNITY......................................................................46
</TABLE>




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                             THE COMPANIES ACT 1985

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

                        PUBLIC COMPANY LIMITED BY SHARES

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

                             ARTICLES OF ASSOCIATION

           (As adopted by Special Resolution passed 27 September 2001
                        and as amended on 24 July 2003)

                                       OF

                                 PROTHERICS PLC

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

                              PART I - PRELIMINARY

INTERPRETATION

1.       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 purposes 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;

         "MONTH" means calendar month;


                                      -1-
<PAGE>

         "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;

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

         "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 1999, 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;

         "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.

         Words importing the masculine gender only include the feminine gender.

         Words importing persons include corporations.

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

         TABLE "A" NOT TO APPLY

2.       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.




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                             PART II - SHARE CAPITAL

3.       The capital of the Company at the date of adoption of these Articles as
         the articles of association of the Company is Pound Sterling
         6,757,500.16 divided into 313,500,000 Ordinary Shares of 2 pence
         each.(1)

         ALLOTMENT OF SHARES

4.       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.

         SHARES MAY BE ISSUED SUBJECT TO DIFFERENT CONDITIONS AS TO CALLS

5.       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.

         INSTALMENTS ON SHARES TO BE DULY PAID
--------------------------------------------------------------------------------

(1)       On 2 June 1992 the  authorised  share capital of the Company was
          increased from (pound)680,000 to (pound)800,000 by the creation of
          6,000,000 Ordinary Shares of 2p each.

          On 7 July 1994 the authorised share capital of the Company was
          increased from (pound)800,000 to (pound)920,000 by the creation of
          6,000,000 Ordinary Shares of 2p each.

          On 11th May 1998 the authorised share capital of the Company was
          increased from (pound)1,415,000 to (pound)2,000,000 by the creation
          of 29,250,000 Ordinary Shares of 2p each.

          On 24th May 1996 the authorised share capital of the Company was
          increased from (pound)920,000 to (pound)1,415,000 by the creation of
          24,750,000 Ordinary Shares of 2p each

          On 13th September 1999 the authorised share capital of the Company was
          increased from (pound)2,000,000 to (pound)5,000,000 by the creation
          of 150,000,000 Ordinary Shares of 2p each

          On 26 July 2000 the authorised share capital of the Company was
          increased from (pound)5,000,000 to (pound)5,500,000 by the creation
          of 25,000,000 Ordinary Shares of 2p each

          On 27 September 2001 the authorised share capital was increased from
          (pound)5,500,000 to (pound)5,900,000 by the creation of 20,000,000
          Ordinary Shares of 2p each

          On 23 July 2002 the authorised share capital was increased from
          (pound)5,900,000 to (pound)6,000,000 by the creation of 5,000,000
          Ordinary Shares of 2p each.

          On 24 July 2003 the authorised share capital was increased from
          (pound)6,000,000 to (pound)6,270,000 by the creation of 13,500,000
          Ordinary Shares of 2p each.

          On 22 July 2004 the authorised share capital was increased from
          (pound)6,270,000 to (pound)6,342,000 by the creation of 3,600,000
          Ordinary Shares of 2p each.

          On 12 August 2004 the authorised share capital was increased from
          (pound)6,342,000 to (pound)6,757,500.16 by the creation of 20,775,008
          Ordinary Shares of 2p each.



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6.       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.

         LIABILITY OF JOINT HOLDERS OF SHARES

7.       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.

         PAYMENT OF COMMISSION

8.       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.

         TRUSTS NOT RECOGNISED

9.       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 to recognise any equitable, contingent, future, partial or other
         claim to or interest in any share on the part of any other person.

                                  CERTIFICATES

         CERTIFICATES

10.      The certificates of title to shares shall be issued under the Common
         Seal of the Company or under the Official Seal kept by the Company by
         virtue of Section 40 of the Act.

         MEMBERS RIGHT TO CERTIFICATES

11.      Every Member (except a Stock Exchange nominee in respect of whom the
         Company is not required by law to complete and have ready a
         certificate) shall be entitled within the time specified by the Act and
         without payment to one certificate for all the 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 shares so
         registered, and where a Member 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 shares 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 in respect of which it is issued and the amount paid up thereon.
         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.


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<PAGE>

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

12.      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 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 lost or destroyed
         certificate.

         COSTS

13.      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.

         TO WHICH OF THE JOINT HOLDERS CERTIFICATES TO BE ISSUED

14.      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

         CALLS

15.      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.

         MAY BE PAYABLE BY INSTALMENTS, ETC

16.      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.

         WHEN CALL DEEMED TO HAVE BEEN MADE

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

18.      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.

         WHEN INTEREST ON CALLS OR INSTALMENT PAYABLE

19.      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



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<PAGE>

         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.

         PAYMENT OF CALLS IN ADVANCE

20.      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.

         SUMS DUE ON ALLOTMENT TO BE TREATED AS CALLS

21.      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 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.

                               FORFEITURE AND LIEN

         IF CALL OR INSTALMENTS NOT PAID NOTICE MAY BE GIVEN

22.      If any Member fails to pay any Call or instalment 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 the same, together with any interest that may have accrued thereon
         and all expenses incurred by the Company by reason of such non-payment.

         FORM OF NOTICE

23.      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.

         IF NOTICE NOT COMPLIED WITH SHARES MAY BE FORFEITED

24.      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



                                      -6-
<PAGE>

         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.

         FORFEITED SHARES TO BECOME THE PROPERTY OF COMPANY

25.      When any Share has been forfeited notice of the forfeiture shall be
         served upon the person who was before forfeiture the holder of the
         share; but no forfeiture shall be in any manner invalidated by any
         omission or neglect to give notice as aforesaid. Any share so forfeited
         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 sell, re-allot, or otherwise dispose of
         the same in such manner as they think fit either to the person who was
         before the forfeiture 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 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 shall thereupon be cancelled in accordance with
         the provisions of the Act.

         POWER TO ANNUL FORFEITURE

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

         ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE

27.      Any Member whose shares have been forfeited shall thereupon cease to be
         a member in respect of such 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 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.

         COMPANY'S LIEN ON SHARES

28.      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.

         AS TO ENFORCING LIEN BY SALE

29.      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 stating, and demanding payment of, the sum
         payable and giving notice of the intention to sell in default of such
         payment shall have been



                                      -7-
<PAGE>

         served on such Member and default shall have been made by him in the
         payment of such amounts payable for seven days after such notice.

         APPLICATION OF PROCEEDS OF SALE

30.      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 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.

         VALIDITY OF SALE AFTER FORFEITURE OR FOR ENFORCING LIEN

31.      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.

                               TRANSFER OF SHARES

         FORM OF TRANSFER

32.      The instrument of transfer of any 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
         and 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.

         RESTRAINT ON TRANSFER

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

                  (i)      it is in respect of a fully paid share;

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

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

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

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


                                      -8-
<PAGE>

         provided that where any shares which are not fully paid are admitted to
         the Official List of the UK Listing 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.

         REGISTRATION OF TRANSFER

34.      Every instrument of transfer must be 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 the 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.

         FEES ON REGISTRATION

35.      No fee shall be payable for registering any transfer, probate, letters
         of administration, certificate of marriage or death, power of attorney,
         or other document relating to or affecting the title to any shares or
         the right to transfer the same.

         SUSPENSION OF REGISTRATION AND CLOSING OF REGISTER

36.      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.

         LOCATION OF INSTRUMENTS OF TRANSFER

37.      All instruments of transfer which are registered shall, subject to
         Article 161(iii), 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.

                             TRANSMISSION OF SHARES

         REPRESENTATIVES OF INTEREST OF DECEASED MEMBERS

38.      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
         only shall be recognised by the Company as being entitled to such
         shares.

         EVIDENCE IN CASE OF DEATH OR BANKRUPTCY

39.      Any person becoming entitled to a share in consequence of the death or
         bankruptcy of any Member 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


                                      -9-

<PAGE>

         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.

         RIGHTS AS TO DIVIDENDS AND VOTING

40.      Any person becoming entitled to a share in consequence of the death or
         bankruptcy of any Member shall 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.

                    CONSOLIDATION AND SUB-DIVISION OF SHARES

         CONSOLIDATION

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

         SUB-DIVISION

42.      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.

         FRACTIONS

43.      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 and pay
         and distribute to and amongst the Members entitled to such shares in
         due proportions the net proceeds of the sale thereof. For the purpose
         of giving effect to any such sale the Directors may nominate some
         person to execute a transfer of the shares sold on behalf of the
         Members so entitled to the purchaser 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.



                                      -10-
<PAGE>



                         CONVERSION OF SHARES INTO STOCK

         PAID UP SHARES CONVERTIBLE INTO STOCK

44.      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.

         TRANSFER OF STOCK

45.      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.

         PRIVILEGE OF STOCKHOLDERS

46.      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, 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.

         DEFINITIONS

47.      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

         INCREASE OF CAPITAL

48.      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.


                                      -11-
<PAGE>

         POWER TO ATTACH RIGHTS AND ISSUE REDEEMABLE SHARES

49.      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.

         REDUCTION OF CAPITAL AND PURCHASE OF OWN SHARES

50.

         (a)      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.

         (b)      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.

                           PART III - GENERAL MEETINGS

         ANNUAL GENERAL MEETING

51.      Annual General Meetings shall be held at such time and place as may be
         determined by the Directors.

         EXTRAORDINARY GENERAL MEETING

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

         WHEN EXTRAORDINARY GENERAL MEETING TO BE CALLED

53.      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.



                                      -12-
<PAGE>


         NOTICE OF MEETINGS

54.      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.

         MEETINGS AT SHORT NOTICE

55.      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.

         PROXIES

56.      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.

         OMISSION TO SEND NOTICE

57.      The accidental omission to send a notice to or the non-receipt of any
         notice by any Member or any Director or the Auditors shall not
         invalidate the proceedings at any General Meeting.

         BUSINESS OF ANNUAL GENERAL MEETING

58.      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 90 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.

         SPECIAL BUSINESS

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




                                      -13-
<PAGE>


         SPECIAL NOTICE

60.      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.

         QUORUM

61.      Subject to the provisions of Article 63 in respect of adjourned
         meetings, for all purposes the quorum for a General Meeting shall be
         not less than three Members present in person or by proxy and entitled
         to vote.

         QUORUM TO BE PRESENT

62.      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.

         PROCEEDINGS IF QUORUM NOT PRESENT

63.      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 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.

         CHAIRMAN

64.      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.

         POWER TO ADJOURN

65.      The Chairman may, with the consent of the meeting (and shall, if so
         directed by the meeting) adjourn any 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.



                                      -14-
<PAGE>


         WHEN NOTICE OF ADJOURNED MEETING TO BE GIVEN

66.      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 63 and save as aforesaid it shall not be necessary
         to give any notice of an adjournment.

         HOW QUESTIONS TO BE DECIDED AT MEETINGS

67.      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.

         CASTING VOTE

68.      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.

         WHO MAY DEMAND A POLL

69.      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 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.

         POLL DEMANDED BY PROXY

70.      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.

         HOW POLL TO BE TAKEN

71.      Subject to the provisions of the next succeeding Article hereof, if a
         poll is demanded as aforesaid it shall be taken in such manner 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), and the result of the poll shall be deemed to be the
         resolution of the meeting at which the poll


                                      -15-
<PAGE>

         was demanded. The demand of a poll may be withdrawn. No notice need be
         given of a poll not taken immediately.

         IN WHAT CASES POLL TAKEN WITHOUT ADJOURNMENT

72.      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.

         BUSINESS MAY PROCEED NOTWITHSTANDING DEMAND OF A POLL

73.      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

         VOTES OF MEMBERS

74.      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. A Member who is a patient within the
         meaning of the Mental Health Act 1983 may vote, whether on a show of
         hands or on a poll, by his receiver or curator bonis and such receiver
         or curator bonis may, on a poll, vote by proxy.

         JOINT OWNERS

75.      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.

         WHEN MEMBERS NOT TO VOTE

76.      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:-

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

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

VOTING PERSONALLY OR BY PROXY

77.      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


                                      -16-
<PAGE>

         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.

AS TO DEPOSIT OF PROXY

78.      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 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

         (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.

79.      An appointment of a proxy and any other instrument referred to in
         Article 78 shall be deemed to have been validly deposited or received
         at the Office or at such other place specified in accordance with
         Article 78 if the instrument is received at such place by facsimile
         transmission within the period of time specified by Article 78,
         provided that the original instrument in the same form as the
         instrument received by facsimile transmission 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.


                                      -17-
<PAGE>

80.      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:-

         (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.

         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.

81.      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.

AS TO VALIDITY OF PROXY

82.      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 execution.

WHEN VOTES BY PROXY VALID THROUGH AUTHORITY REVOKED

83.      A vote given or poll demanded in accordance with the terms of an
         appointment of a proxy shall be valid notwithstanding the previous
         death or incapacity of the principal or revocation of the instrument of
         proxy or the authority under which it was executed or transfer of the
         share in respect of which the vote is given, provided no intimation in
         writing or by Electronic Communication of the death, or incapacity,
         revocation or transfer shall have been received at the Office or such
         other place as is specified for depositing the appointment of a proxy
         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

CONSENT TO VARIATION

84.      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 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



                                      -18-
<PAGE>

         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.

PROCEEDINGS AT MEETING OF CLASSES OF MEMBERS

85.      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.

                     PART IV - DIRECTORS AND OTHER OFFICERS

NUMBER OF DIRECTORS

86.      Unless and until otherwise determined by the Company in General Meeting
         pursuant to Article 115 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.

REMUNERATION OF DIRECTORS

87.      The Directors shall be paid out of the funds of the Company by way of
         fees for their services an aggregate sum not exceeding Pound
         Sterling 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 94 hereof.



                                      -19-

<PAGE>



TRAVELLING AND HOTEL EXPENSES AND SPECIAL REMUNERATIONS

88.      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
         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 therefor as the Directors may from time to
         time determine.

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

89.      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.

DIRECTORS TO HAVE POWER TO FILL CASUAL VACANCIES

90.      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

APPOINTMENT AND REVOCATION

91.      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 an address within the United Kingdom at
         which notice may be served on him) be entitled to receive notices of
         all meetings of the Directors, 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. 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



                                      -20-
<PAGE>

         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
         acting as alternate shall have an additional vote at meetings of
         Directors for each Director for whom he acts as alternate but he shall
         count as only one for the purpose of determining whether a quorum be
         present.

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

92.      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

APPOINTMENT

93.      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.

REMUNERATION

94.      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.

POWERS

95.      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


                                      -21-
<PAGE>

         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.

                         POWERS AND DUTIES OF DIRECTORS

DIRECTORS TO HAVE ENTIRE SUPERINTENDENCE AND CONTROL OF BUSINESS OF COMPANY

96.      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. 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.

POWERS TO AWARD PENSIONS

97.      The Directors may exercise all the powers of the Company to give or
         award pensions, annuities, gratuities and superannuation or other
         allowance or benefits to 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
         company which is a subsidiary company of or allied or associated with
         the Company or any such subsidiary 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 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 shall be entitled to receive and retain for his own
         benefit any such pension, annuity, gratuity, allowance or other benefit
         (whether under any such fund or scheme or otherwise).

DIRECTORS' INTERESTS

98.      (A)      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. No Director shall be disqualified by his office from
                  entering into any contract, arrangement, transaction or
                  proposal with the Company either in regard to 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 realised by
                  any such contract, arrangement, transaction or proposal by
                  reason of such Director holding



                                      -22-
<PAGE>

                  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 Act.

         (B)      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.

         (C)      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:-

                  (i)      the giving of any security or indemnity to him in
                           respect of money lent or obligations incurred by him
                           at the request of or for the benefit of the Company
                           or any of its subsidiaries;

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

                  (iii)    any proposal concerning an offer of share or
                           debentures or other securities of or by the Company
                           or any of its subsidiaries for subscription or
                           purchase in which offer he is or is to be interested
                           as a participant in the underwriting or
                           sub-underwriting thereof;

                  (iv)     any contract, arrangement, transaction or other
                           proposal concerning any other company 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 company (or of a
                           third company through which his interest is derived)
                           or of the voting rights available to members of the
                           relevant company (any such interest being deemed for
                           the purpose of this Article to be a material interest
                           in all circumstances);

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

                  (vi)     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 to acquire shares of the Company or any
                           arrangement for the benefit of employees of the



                                      -23-
<PAGE>

                           Company or any of its subsidiaries under which the
                           Director benefits in a similar manner to employees;
                           and

                  (vii)    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 of the Company as defined
                           in section 736 of the Act.

         (D)      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.

         (E)      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 company 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 paragraph (C)(iv) of this Article) shall be
                  entitled to vote (and be counted in the quorum) in respect of
                  each resolution except that concerning his own appointment.

         (F)      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.

         (G)      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.

         (H)      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.

EXERCISE OF VOTING POWERS

98.      The Directors may exercise the voting power conferred by the shares in
         any other company held or owned by the Company or exercisable by them
         as directors of such other company in such manner in all respects as
         they think fit (including the exercise thereof in favour of any
         resolution appointing themselves or any of them directors or other
         officers or servants of such company or voting or providing for the
         payment of remuneration to such officers or servants).



                                      -24-
<PAGE>



DIRECTORS MAY JOIN BOARD OF OTHER COMPANIES

99.      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.

OVERSEAS BRANCH REGISTER

100.     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.

INFORMATION RE "CLOSE COMPANIES"

101.     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

PRESIDENT

102.     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

LOCAL MANAGEMENT

103.     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.

LOCAL BOARD DELEGATION

                  (i)      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



                                      -25-
<PAGE>

                           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.

POWERS OF ATTORNEY

                  (ii)     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.

SUB-DELEGATION

                  (iii)    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

POWER TO RAISE MONEY

104.     (A)      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 and other securities. 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 subsidiaries so as to secure (as
                  regards subsidiaries so far as by such exercise they can
                  secure) that the aggregate amount at any one time owing by the
                  Group (being the Company and all its subsidiaries), in respect
                  of moneys borrowed exclusive of moneys borrowed by the Company
                  or any of its subsidiaries from any other of such companies,
                  shall not at any time, without previous sanction of the
                  Company in General Meeting exceed a sum equal to three times
                  the aggregate of:-

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

                  (ii)     the amounts standing to the credit of the
                           consolidated reserves of the Company and its
                           subsidiaries 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
                  Balance Sheets of the Company and each of its subsidiary
                  companies but after:-


                                      -26-
<PAGE>

                  (a)      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 since
                           the date of its latest audited balance sheet;

                  (b)      excluding therefrom (i) any sums set aside for future
                           taxation; (ii) amounts attributable to outside
                           Shareholders in subsidiaries;

                  (c)      deducting therefrom (i) an amount equal to any
                           distribution by the Company 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.

         (B)      For the purposes of this Article moneys borrowed shall be
                  deemed to include the following except in so far as otherwise
                  taken into account:-

                  (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 Company and its
                           subsidiaries 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
                           Company and its subsidiaries;

                  (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 any of the
                           Company and its subsidiaries;

                  (c)      the principal amount of any debenture (whether
                           secured or unsecured) of any of the Company and its
                           subsidiaries owned otherwise than by any of the
                           Company and its subsidiaries;

                  (d)      the principal amount of any preference share capital
                           of any subsidiary owned otherwise than by any of the
                           Company and its subsidiaries; and

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

                           but shall be deemed not to include:-

                  (f)      borrowings for the purposes of repaying the whole or
                           any part of borrowings by any of the Company and its
                           subsidiaries for the time being outstanding and so to
                           be applied within six months of being so borrowed,
                           pending their application for such purpose within
                           such period; and

                  (g)      borrowings for the purpose of financing any contract
                           in respect of which any part of the price receivable
                           by any of the Company and its subsidiaries is
                           guaranteed or insured by the Export Credits Guarantee
                           Department of the Department of Trade or by any other
                           Governmental department fulfilling a


                                      -27-
<PAGE>

                           similar function, to an amount not exceeding that
                           part of the price receivable thereunder which is so
                           guaranteed or insured.

         (C)      A Report by the Auditors as to the aggregate amount which may
                  at any one time in accordance with the provisions of paragraph
                  (A) of this Article 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.

         (D)      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

         (E)      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.

MODE OF BORROWING

105.     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.

106.     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



                                      -28-
<PAGE>

         unpaid capital, and otherwise, and make and issue debentures to
         trustees for the purpose of further security, and any such trustees may
         be remunerated.

SECURITY FOR PAYMENT OF MONEYS

107.     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.

REGISTER OF CHARGES TO BE KEPT

108.     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

OFFICE OF DIRECTOR TO BE VACATED

109.     The office of a Director shall be vacated:-

IF HE RESIGNS

                  (i)      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;

CEASES TO BE A DIRECTOR

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

BECOMES BANKRUPT

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

SUFFERS MENTAL DISORDER

                  (iv)     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

FAILS TO ATTEND MEETINGS

                  (v)      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.


                                      -29-
<PAGE>

                RETIREMENT, ELECTION AND APPOINTMENT OF DIRECTORS

ROTATION AND RETIREMENT OF DIRECTORS

110.     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.

MEETING TO FILL UP VACANCIES

111.     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.

APPOINTMENT OF DIRECTORS TO BE VOTED UPON INDIVIDUALLY

112.     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.

NOTICE TO PROPOSE NEW DIRECTORS

113.     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 28 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.

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

114.     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.

POWER TO REMOVE DIRECTOR BY ORDINARY RESOLUTION

115.     The Company may by Ordinary Resolution remove any Director before the
         expiration of his terms of office.

POWER TO APPOINT DIRECTOR IN PLACE OF ONE REMOVED

116.     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 114, 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.


                                      -30-
<PAGE>

NO DIRECTOR TO RETIRE ON ACCOUNT OF AGE

117.     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

MEETINGS OF DIRECTORS

118.     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 three 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.

NOTICE OF BOARD MEETINGS

119.     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 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 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.

CHAIRMAN OF BOARD

120.     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.

BOARD MAY ACT IF QUORUM PRESENT

121.     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.

122.     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



                                      -31-
<PAGE>

         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.

RESOLUTION IN WRITING

123.     A resolution in writing signed by all the Directors for the time being
         entitled to receive notice of a meeting of the Directors shall be as
         effective for all purposes as a resolution of those Directors passed at
         a meeting duly convened and held, and may consist of several documents
         in the like form each signed by one or more of the Directors. Provided
         that such a resolution need not be signed by an alternate Director if
         it is signed by the Director who appointed him.

DIRECTORS MAY APPOINT COMMITTEES

124.     The Directors may delegate any of their powers to Committees consisting
         of such member or members of their body as they think fit.

COMMITTEES SUBJECT TO CONTROL OF DIRECTORS

125.     All Committees 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 may do.

MINUTES OF PROCEEDINGS

126.     The Directors shall cause minutes to be made of the following matters,
         namely:-

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

                  (ii)     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

                  (iii)    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.

                           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.

DEFECTIVE APPOINTMENT OF DIRECTORS NOT TO INVALIDATE THEIR ACTS

127.     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


                                      -32-
<PAGE>

         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

SECRETARY

128.     The Secretary shall be appointed by the Directors.

             PART V - RESERVES, DIVIDENDS AND MISCELLANEOUS RESERVES

RESERVES OUT OF PROFITS

129.     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

DECLARATION OF DIVIDENDS

130.     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.

DIVIDENDS NOT TO BEAR INTEREST

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

POWER TO DECLARE A SCRIP DIVIDEND

132.     Subject to authority for the exercise of the powers contained in this
         Article 133 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


                                      -33-
<PAGE>

         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 140 does not apply, will be entitled, subject
         (save for holders to whom Article 139 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:-

                  (i)      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 UK Listing
                           Authority Daily Official List) or (if appropriate)
                           the average of the middle market quotations on the
                           Daily Official List of the UK Listing 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.

                  (ii)     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.

                  (iii)    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).

                  (iv)     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 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


                                      -34-
<PAGE>

                           entitlements accrue to the Company rather than to the
                           holders of the elected shares.

                  (v)      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.

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

DIVIDENDS: HOW PAYABLE

133.     Subject to the rights of persons, if any, entitled to shares with
         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.

DIVIDENDS TO JOINT HOLDERS

134.     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.

INTERIM DIVIDENDS

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

DIVIDENDS PAYABLE

136.     No dividend or interim dividend shall be payable except in accordance
         with the provisions of the Act.

UNCLAIMED DIVIDENDS

137.     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.

TO WHOM DIVIDENDS BELONG

138.     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



                                      -35-
<PAGE>

         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.

CALLS OR DEBTS MAY BE DEDUCTED FROM DIVIDENDS

139.     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.

METHOD OF PAYMENT

140.     The Company may pay any dividend interest or other sum payable in cash
         or by direct debit, bank transfer, cheque, dividend warrant, or money
         order and may render the same by post to the Members or persons
         entitled thereto, and in case of joint holders to the Member whose name
         stands first in the Register, or to such person and address as the
         holder or joint holders may direct, and the Company shall not be
         responsible for any loss of any such cheque, warrant or order. Every
         such cheque, warrant or order shall be made payable to the order of the
         person to whom it is sent, or to such person as the holder or joint
         holders may in writing direct, and the payment of the cheques, warrant
         or order shall be a good discharge to the Company.

PAYMENT OF DIVIDENDS IN SPECIE

141.     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.

                            CAPITALISATION OF PROFITS

         CAPITALISATION OF PROFITS, ETC

142.     The Directors may with the authority of an Ordinary Resolution of the
         Company:-

                  (i)      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;

                  (ii)     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



                                      -36-
<PAGE>

                           paid) held by them respectively, 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;

                  (iii)    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;

                  (iv)     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;

                  (v)      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

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

                                  RECORD DATES

RECORD DATES

143.     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, 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.


                                      -37-
<PAGE>


                                    ACCOUNTS

INSPECTION OF ACCOUNTS AND BOOKS AND REGISTER OF MEMBERS

144.     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.

COPY TO BE SENT TO MEMBERS

145.     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.

         Where permitted by the statutes, any document or copy referred to in
         this Article 146 may be sent by using Electronic Communication.

                                      SEALS

PROVISION FOR SEALS

146.     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.

OFFICIAL SEAL

147.     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.

SAFE CUSTODY HOW AFFIXED

148.     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 which authority may
         be of a general nature and need not apply only to specific documents or
         transactions. Subject as in this Article provided two Directors or one
         Director and the Secretary or some other person authorised by a
         resolution of the Directors shall sign autographically every instrument
         to which the Common Seal shall be affixed and in favour of any
         purchaser or person bona fide dealing with the Company, such signatures
         shall be conclusive evidence of the fact that the Common Seal has been
         properly affixed. Any


                                      -38-
<PAGE>

         certificate for shares, stock or debenture or loan stock (except where
         the Trust Deed constituting any debenture stock or loans stock provided
         to the contrary) or representing any other form of security of the
         Company to which an official seal of the Company is required to be
         affixed need not be signed by any person.

OFFICIAL SEAL FOR USE ABROAD

149.     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

SIGNATURE OF NEGOTIABLE INSTRUMENTS

150.     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.

                                     NOTICES

SERVICE OF NOTICE ON MEMBERS

151.     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.

WHEN REGISTERED ADDRESS NOT IN THE UNITED KINGDOM

152.     (a)      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.

         (b)      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



                                      -39-
<PAGE>

                  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.

EVIDENCE OF SERVICE

153.     (a)      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 within 48 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.

         (b)      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 2 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.

NOTICE TO JOINT HOLDERS

154.     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.

NOTICE IN CASE OF DEATH

155.     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.

WHEN ALTERNATIVE TO NOTICE BY POST PERMITTED

156.     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 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.


                                      -40-
<PAGE>

OTHER NOTICES

157.     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.

                            ELECTRONIC COMMUNICATION

159      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, 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;

         (b)      in the case 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, so
                  long as, such notice or other document (as the case may be)
                  continues to be published on the web site throughout the
                  period beginning with the giving of that notification and
                  ending with the conclusion of the meeting.

                  Nothing in this (b) shall invalidate the proceedings of a
                  meeting where:

                  (i)      any such notice or any such other documents that are
                           required to be published are published for a part,
                           but not all, of the period mentioned; and

                  (ii)     the failure to publish that notice or those documents
                           (as the case may be) is wholly attributable to
                           circumstances which it would not be reasonable to
                           have expected the Company to prevent or avoid;


                                      -41-
<PAGE>

         (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

UNTRACED SHAREHOLDERS

158.     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:-

                  (i)      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

                  (ii)     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
                           160(i) of this Article is located given notice of its
                           intention to sell such share or stock; and

                  (iii)    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

                  (iv)     the Company has first given notice in writing to the
                           Quotations Department of The Stock Exchange in London
                           of its intention to sell such shares or stock.

                           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 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



                                      -42-
<PAGE>

                           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.

                           DESTRUCTION OF DOCUMENTS

DESTRUCTION OF DOCUMENTS

159.     The Company may destroy:-

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

                  (ii)     any dividend mandate or any variation or cancellation
                           thereof or any notification of change of name or
                           address at any time after the expiry of two years
                           from the date such mandate variation cancellation or
                           notification was recorded by the Company;

                  (iii)    any instrument of transfer of shares which has been
                           registered at any time after the expiry of six years
                           from the date of registration; and

                  (iv)     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;

                           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:-

         (a)      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;

         (b)      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; and

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



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                          DIVISION OF ASSETS IN SPECIE

DIVISION IN SPECIE

160.     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.

                            PROVISIONS FOR EMPLOYEES

PROVISION FOR EMPLOYEES ON CESSATION OF TRANSFER OF BUSINESS

161.     The Company shall exercise the power conferred upon it by Section
         719(1) of the Act 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 85.

                             DISCLOSURE OF INTERESTS
162.
         (A)      If any member, or any other person appearing to be interested
                  in shares held by such ember, 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 (the "DEFAULT
                  SHARES") the Member shall not 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 of 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.

         (B)      Where the default shares represent at least 0.25 per cent of
                  the issued shares of that class then the direction notice may
                  additionally direct:-

                  (i)      that any dividend 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/or


                                      -44-
<PAGE>

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

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

                           (b)      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.

         (C)      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.

         (D)      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.

         (E)      For the purpose of this Article:-

                  (i)      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;

                  (ii)     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

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

                           (a)      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 14 of the Company Securities
                                    (Insider Dealing) Act 1985); or

                           (b)      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; or


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<PAGE>

                           (c)      the transfer results from a sale made
                                    through a recognised investment exchange as
                                    defined in the Financial Services Act 1986
                                    or any other stock exchange outside the
                                    United Kingdom on which the Company's shares
                                    are normally traded.

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

                                    INDEMNITY

INDEMNITY

163.     Every Director or other Officer or Auditor for the time being of the
         Company shall be indemnified out of the assets of the Company against
         all costs, charges, expenses, losses and liabilities which he may
         sustain or incur in or about the execution of his office or otherwise
         in relation thereto.




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