<PAGE>
                                                                     Exhibit 4.1


            AMENDED AND RESTATED MEMORANDUM & ARTICLES OF ASSOCIATION
                        OF UNITED AMERICA INDEMNITY, LTD.
<PAGE>
                        THE COMPANIES LAW (2004 REVISION)

                            COMPANY LIMITED BY SHARES

                              AMENDED AND RESTATED
                              MEMORANDUM & ARTICLES
                                       OF

                                   ASSOCIATION
                                       OF

                         UNITED AMERICA INDEMNITY, LTD.
       (AMENDED AND RESTATED BY SPECIAL RESOLUTION DATED 24 JANUARY 2005)
<PAGE>
                                TABLE OF CONTENTS

                            MEMORANDUM OF ASSOCIATION

The Name of the Company.....................................................   1
The Registered Office of the Company........................................   1
The Objects for which the Company is established............................   1
The Liability of the Members................................................   1
The Capital of the Company..................................................   1

                             ARTICLES OF ASSOCIATION

Table A.....................................................................   1
Interpretation..............................................................   1
Preliminary.................................................................   4
Service Providers...........................................................   4
Shares......................................................................   5
Common Shares...............................................................   5
Preferred Shares............................................................   6
Voting Limitations; Provision of Information................................   7
Variation of Rights Attaching to Shares.....................................  10
Issue of Options and Warrants...............................................  10
Certificates................................................................  10
Transfer of Shares..........................................................  11
Transmission of Shares......................................................  11
Alteration of Capital.......................................................  12
Redemption and Purchase of Own Shares.......................................  12
Closing Register of Members or Fixing Record Date...........................  14
General Meetings............................................................  15
Notice of General Meetings..................................................  15
Proceedings at General Meetings.............................................  16
Votes of Shareholders.......................................................  17
Corporations and OTHer entities Acting by Representatives at Meetings.......  17
Directors...................................................................  17
Powers and Duties of Directors..............................................  18
Borrowing Powers of Directors...............................................  19
The Seal....................................................................  19
Disqualification of Directors...............................................  19
Proceedings of Directors....................................................  19
Dividends...................................................................  21
Accounts and Audit..........................................................  22
Capitalisation of Profits...................................................  22
Share Premium Account.......................................................  23
Notices.....................................................................  23
Indemnity; Exculpation......................................................  24
Indemnity from Tax Liability Resulting from Acts of Shareholders............  25
Certain Subsidiaries........................................................  26
Non-Recognition of Trusts...................................................  26
Winding Up..................................................................  26
Amendment of Articles of Association........................................  27
Registration by Way of Continuation.........................................  27
<PAGE>
                        THE COMPANIES LAW (2004 REVISION)

                            COMPANY LIMITED BY SHARES


                            MEMORANDUM OF ASSOCIATION

                                       OF

                         UNITED AMERICA INDEMNITY, LTD.
       (AMENDED AND RESTATED BY SPECIAL RESOLUTION DATED 24 JANUARY 2005)

1.    The name of the Company is UNITED AMERICA INDEMNITY, LTD.

2.    The Registered Office of the Company will be situated at WALKERS SPV
      LIMITED, WALKER HOUSE, MARY STREET, PO BOX 908GT, GEORGE TOWN, GRAND
      CAYMAN, CAYMAN ISLANDS or at such other location as the Board of Directors
      may from time to time determine.

3.    The objects for which the Company is established are unrestricted and the
      Company shall have full power and authority to carry out any object not
      prohibited by any law as provided by the Companies Law (2004 Revision), as
      the same may be revised from time to time, or any other law of the Cayman
      Islands.

4.    The Company shall have and be capable of exercising all the functions of a
      natural person of full capacity irrespective of any question of corporate
      benefit as provided by Section 27(2) of the Companies Law (2004 Revision),
      as the same may be revised from time to time.

5.    Nothing in the preceding sections shall be deemed to permit the Company to
      carry on the business of a Bank or Trust Company without being licensed in
      that behalf under the provisions of the Banks & Trust Companies Law (2003
      Revision), as amended or revised from time to time, to carry on Insurance
      Business from within the Cayman Islands or the business of an Insurance
      Manager, Agent, Sub-agent or Broker without being licensed in that behalf
      under the provisions of the Insurance Law (2001 Revision), as amended or
      revised from time to time, to carry on the business of Company Management
      without being licensed in that behalf under the provisions of the
      Companies Management Law (2003 Revision), as amended or revised from time
      to time, or to carry on a securities investment business without being
      licensed or exempt from licensing under the Securities Investment Business
      Law (2003 Revision), as amended or revised from time to time.

6.    The Company will not trade in the Cayman Islands with any person, firm or
      corporation except in furtherance of the business of the Company carried
      on outside the Cayman Islands; provided that nothing in this section shall
      be construed as to prevent the Company effecting and concluding contracts
      in the Cayman Islands, and exercising in the Cayman Islands all of its
      powers necessary for the carrying on of its business outside the Cayman
      Islands.

7.    The liability of the Shareholders is limited to the amount, if any, unpaid
      on the Shares respectively held by them.

8.    The capital of the Company is US$100,000 divided into 900,000,000 COMMON
      SHARES of a nominal or par value of U.S.$0.0001 per share and 100,000,000
      PREFERRED SHARES of a nominal or par value
<PAGE>
      of US$0.0001 per share; provided that subject to the provisions of the
      Companies Law (2004 Revision), as amended or revised from time to time,
      and the Articles of Association the Company shall have power to redeem or
      purchase any of its Shares and to sub-divide or consolidate the said
      Shares or any of them and to issue all or any part of its capital whether
      original, redeemed, increased or reduced with or without any preference,
      priority or special privilege or subject to any postponement of rights or
      to any conditions or restrictions whatsoever and so that unless the
      conditions of issue shall otherwise expressly provide every issue of
      Shares whether stated to be Common Shares or Preferred Shares or otherwise
      shall be subject to the powers on the part of the Company hereinbefore
      provided.

9.    The Company has the power to register by way of continuation as a body
      corporate limited by shares under the laws of any jurisdiction outside of
      the Cayman Islands and to be deregistered in the Cayman Islands.
<PAGE>
                        THE COMPANIES LAW (2004 REVISION)

                            COMPANY LIMITED BY SHARES


                  AMENDED AND RESTATED ARTICLES OF ASSOCIATION

                                       OF

                         UNITED AMERICA INDEMNITY, LTD.
       (AMENDED AND RESTATED BY SPECIAL RESOLUTION DATED 24 JANUARY 2005)

                                     TABLE A

The Regulations contained or incorporated in Table `A' in the First Schedule of
the Companies Law (2004 Revision) shall not apply to this Company and the
following Articles shall comprise the Articles of Association of the Company:

                                 INTERPRETATION

1.    In these Articles:

      "AFFILIATE" shall have the meaning ascribed to such term in Rule 12b-2 of
the Exchange Act.

      "APPRAISED VALUE" with respect to any Common Share means, as of any
      specified date, the value of such Common Share as of such date as
      determined by an independent appraiser retained by the Company and
      reasonably acceptable to the Shareholder the Common Shares of which the
      Company has elected to purchase pursuant to Article 45. The Company shall
      pay the costs and fees of such appraiser, and the decision of the
      appraiser making such determination of Appraised Value shall be final and
      binding on the Company and the Shareholder. Such Appraised Value shall be
      determined as a pro rata portion of the value of the Company taken as a
      whole, based on the higher of (a) the value derived from a hypothetical
      sale of the Company as a going concern by a willing seller to a willing
      buyer (neither acting under any compulsion) and (b) the liquidation value
      of the Company. No discount shall be applied on account of (i) the
      purchased Shares representing a minority interest, (ii) any lack of
      liquidity of the purchased Shares, (iii) the fact that the purchased
      Shares may constitute "restricted securities" for securities law purposes,
      (iv) the existence of the Company's right, as set forth in these Articles
      and any Shareholders Agreement, to require Shareholders to sell Shares to
      the Company or to one or more third parties designated by the Company or
      (v) the existence of the possibility of a reduction in voting power
      pursuant to these Articles.

      "ARTICLES" means these Articles of Association of the Company, as amended
      or restated from time to time.

      "ATTRIBUTION PERCENTAGE" means, with respect to a Shareholder and a
      Tentative 9.5% U.S. Shareholder, the percentage of the Shareholder's
      Shares that are treated as Controlled Shares of such Tentative 9.5% U.S.
      Shareholder.

      "BUSINESS COMBINATION TRANSACTION" means any transaction, whether effected
      by means of a share purchase or other means, following which any person
      (other than Fox Paine & Company, LLC and its affiliates) would have a
      majority of the votes represented by issued and outstanding Shares and
      entitled to be cast at any general meeting of the Company.
<PAGE>
      "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
      which banks in either of George Town, Grand Cayman or New York, New York
      are authorised or obligated by law or executive order to close.

      "CODE" means the United States Internal Revenue Code of 1986, as amended
      from time to time, or any United States federal statute then in effect
      that has replaced such statute, and a reference to a particular section
      thereof shall be deemed to include a reference to the comparable section,
      if any, of such replacement statute.

      "COMMON SHARE" means a Share in the capital of the Company having the
      rights and privileges attached thereto as provided in these Articles or
      resolution of the Board of Directors.

      "COMPANIES LAW" means the Companies Law (2004 Revision) of the Cayman
      Islands, as amended or revised from time to time.

      "CONFIDENTIAL INFORMATION" shall have the meaning given to such term in
      Article 21(d).

      "CONTROLLED SHARES" means, in reference to any person, all Shares that
      such person owns or is deemed to own directly, indirectly (within the
      meaning of Section 958(a)(2) of the Code) or constructively (within the
      meaning of Section 958(b) of the Code and Treasury Regulations promulgated
      thereunder and under Section 957 of the Code).

      "DIRECTORS" and "BOARD OF DIRECTORS" means the Directors of the Company as
      appointed in accordance herewith and then in office, or as the case may
      be, the Directors assembled as a Board of Directors or as a committee
      thereof.

      "DIVIDEND PERIODS" shall have the meaning given to such term in Article
      17(b).

      "EXCHANGE" shall mean any securities exchange or other system on which any
      Shares of the Company may be listed or otherwise authorised for trading
      from time to time, including, as may be applicable, The New York Stock
      Exchange and The Nasdaq National Market.

      "EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as
      amended from time to time, and the rules and regulations promulgated
      thereunder.

      "FAIR VALUE" with respect to any Share means, as of any specified date,
      (a) if such Shares are not traded on any Exchange, the fair market value
      per share as determined by the Board of Directors without a minority
      discount but with an appropriate liquidity discount, such value and
      liquidity discount, if any, as determined by the Board of Directors, or
      (b) if such Shares are traded on any Exchange, the fair market value per
      Share as determined by the Board of Directors based on the average of the
      last sales price per Share or if there is none, the average of the bid and
      asked price per Share, in each case for the eight (8) Business Days prior
      to such date. If a Shareholder disagrees with the price so determined by
      the Board of Directors pursuant to clause (i), the Fair Value shall be the
      Appraised Value. The Fair Value per Class A Common Share as of any
      specified date shall be identical to the Fair Value per Class B Common
      Share on such date.

      "INDIRECT", when referring to a holder of Shares, means ownership of
      Shares within the meaning of Section 958(a)(2) of the Code.

      "MEMORANDUM OF ASSOCIATION" means the Memorandum of Association of the
      Company, as amended and restated from time to time.

      "ORDINARY RESOLUTION" means a resolution:
<PAGE>
            (a)   passed by a simple majority of the votes cast by Shareholders
                  as such Shareholders being entitled to do so, vote in person
                  or, where proxies are allowed, by proxy at a general meeting
                  of the Company and where a poll is taken regard shall be had
                  in computing a majority to the number of votes to which each
                  Shareholder is entitled; or

            (b)   approved in writing by all of the Shareholders entitled to
                  vote at a general meeting of the Company in one or more
                  instruments each signed by one or more of the Shareholders and
                  the effective date of the resolution so adopted shall be the
                  date on which the instrument, or the last of such instruments
                  if more than one, is executed.

      "PAID UP" means paid up as to the par value and any premium payable in
      respect of the issue of any Shares and includes credited as paid up.

      "PREFERRED SHARE" means a Share in the capital of the Company having the
      rights and preferences attached thereto as provided in these Articles or
      by resolution adopted by the Board in accordance herewith.

      "PURCHASE NOTICE" means a written notice of the Board of Directors'
      determination to require a Shareholder to sell Shares, which notice shall
      specify the date on which any such Shares are to be purchased and the
      price at which such Shares are to be purchased in accordance with Article
      45(b).

      "REGISTER OF MEMBERS" means the register to be kept by the Company in
      accordance with Section 40 of the Companies Law.

      "REQUIRED SALE" shall have the meaning set forth in Article 45(c).

      "REQUIRED SELLER" shall have the meaning given such term in Article 45(b).

      "SEAL" means the Common Seal of the Company (if adopted) including any
      facsimile thereof.

      "SERVICE" shall have the meaning given to such term in Article 21(d).

      "SHARE" means any share in the capital of the Company, including Common
      Shares and Preferred Shares and any fraction of any share.

      "SHAREHOLDER" means a person the name of which is entered in the Register
      of Members and includes each subscriber to the Memorandum of Association
      pending the issue to him of the subscriber Share or Shares.

      "SIGNED" includes a signature or representation of a signature affixed by
      mechanical means.

      "SPECIAL RESOLUTION" means a resolution passed in accordance with Section
      60 of the Companies Law, being a resolution:

            (a)   passed by a majority of not less than two-thirds of such
                  Shareholders as, being entitled to do so, vote in person or,
                  where proxies are allowed, by proxy at a general meeting of
                  the Company of which notice specifying the intention to
                  propose the resolution as a special resolution has been duly
                  given and where a poll is taken regard shall be had in
                  computing a majority to the number of votes to which each
                  Shareholder is entitled; or

            (b)   approved in writing by all of the Shareholders entitled to
                  vote at a general meeting of the Company in one or more
                  instruments each signed by one or more of the Shareholders and
                  the effective date of the Special Resolution so adopted shall
                  be the date on which the instrument or the last of such
                  instruments if more than one, is executed.
<PAGE>
      "TENTATIVE 9.5% U.S. SHAREHOLDER" means a U.S. Person that, but for
      adjustments to the voting rights of Shares pursuant to Article 20, would
      be a 9.5% U.S. Shareholder.

      "U.S. PERSON" means a "United States person" as defined in Section 957(c)
      of the Code.

      "9.5% U.S. SHAREHOLDER" means a U.S. Person the Controlled Shares of which
      constitute nine and one-half percent (9.5%) or more of the voting power of
      all issued and outstanding Shares of the Company and that would be
      generally required to recognize income with respect to the Company under
      Section 951(a)(1) of the Code, if the Company were a controlled foreign
      corporation as defined in Section 957 of the Code and if the ownership
      threshold under Section 951(b) of the Code were 9.5%.

2.    In these Articles, save where the context requires otherwise:

            (a)   words importing the singular number shall include the plural
                  number and vice versa;

            (b)   words importing the masculine gender only shall include the
                  feminine gender and vice versa;

            (c)   words importing persons only shall include companies or
                  associations or bodies of persons, whether corporate or not;

            (d)   "MAY" shall be construed as permissive and "SHALL" and "WILL"
                  shall be construed as imperative;

            (e)   references to a "DOLLAR" or "DOLLARS" or "$" are references to
                  dollars of the United States;

            (f)   references to a particular "ARTICLE" or "ARTICLES" refer to a
                  particular Article or Articles of these Articles; and

            (g)   references to a statutory enactment shall include reference to
                  any amendment or re-enactment thereof from time to time being
                  in force.

3.    Subject to the last two preceding Articles, any words defined in the
      Companies Law shall, if not inconsistent with the subject or context, bear
      the same meaning in these Articles.

                                   PRELIMINARY

4.    The business of the Company may be commenced as soon after incorporation
      as the Board of Directors may see fit.

5.    The registered office of the Company shall be at such address in the
      Cayman Islands as the Board of Directors shall from time to time
      determine. The Company may in addition establish and maintain such other
      offices and places of business and agencies in such places as the Board of
      Directors may from time to time determine.

                                SERVICE PROVIDERS

6.    The Board of Directors may appoint any one or more persons to act as
      service providers to the Company (including, without limitation, to act as
      manager, administrator, registrar and transfer agent, custodian,
      investment manager, investment adviser, underwriter, placement agent
      and/or sponsor to the Company) and the Board of Directors may entrust to
      and confer upon such persons such powers upon such terms and conditions,
      including the right to remuneration payable by, and indemnification from,
      the Company and with such restrictions and with such powers of delegation
      as they may determine.
<PAGE>
                                     SHARES

7.    Except as otherwise provided in these Articles, all Shares for the time
      being and from time to time unissued shall be under the control of the
      Board of Directors, and may be re-designated, allotted or disposed of in
      such manner, to such persons and on such terms as the Board of Directors
      in its sole and absolute discretion may determine.

8.    Subject to the provisions, if any, in the Memorandum and these Articles
      and without prejudice to any rights attached to any existing Shares the
      Board of Directors may allot, issue, grant options or warrants over or
      otherwise dispose of any Shares with or without preferred, deferred,
      qualified or other rights or restrictions, whether in regard to dividend,
      voting, return of capital or otherwise, and to such persons at such times
      and on such other terms as it thinks proper.

9.    Upon approval of the Board of Directors, such number of Common Shares, or
      other Shares or securities of the Company, as may be required for such
      purposes shall be reserved for issuance in connection with an option,
      right, warrant or other security of the Company or any other person that
      is exercisable for, convertible into, exchangeable for or otherwise
      issuable in respect of such Common Shares or other Shares or securities of
      the Company.

10.   All Shares shall be issued fully paid as to their nominal value and any
      premium determined by the Board of Directors at the time of issue and
      shall be non-assessable.

11.   The Company shall not issue Shares to bearer.

12.   Notwithstanding the foregoing or any other provision of these Articles,
      the Company shall not issue any Shares or grant options or warrants in a
      manner that the Board of Directors in its sole and absolute discretion
      determines may result by reason of such issuance or grant in a non-de
      minimis adverse tax, legal or regulatory consequence to the Company, any
      of its subsidiaries or any direct or indirect holder of Shares or its
      Affiliates.

                                 COMMON SHARES

13.   The Common Shares shall initially be divided into two classes, Class A
      Common Shares and Class B Common Shares and the holders shall be entitled
      to:

            (a)   dividends in accordance with the relevant provisions of these
                  Articles;

            (b)   rights in relation to winding up of the Company provided for
                  in these Articles; and

            (c)   attend general meetings of the Company and, subject to the
                  voting limitations in Article 20, shall be entitled to one
                  vote for each Class A Common Share and ten votes for each
                  Class B Common Share registered in the name of such
                  Shareholder in the Register of Members, both in accordance
                  with the relevant provisions of these Articles.

14.   All Common Shares shall rank pari passu with each other in all respects.
      Notwithstanding anything in the Memorandum or these Articles to the
      contrary:

            (a)   The holders of Common Shares shall be entitled to receive,
                  from time to time, when and as declared, in the discretion of
                  the Board of Directors, such cash dividends as the Board of
                  Directors may from time to time determine, out of such funds
                  as are legally available therefor, in proportion to the number
                  of Shares held by them, respectively, without regard to class.

            (b)   The holders of Common Shares shall be entitled to receive,
                  from time to time, when and as declared, in the discretion of
                  the Board of Directors, such dividends of Shares or other
<PAGE>
                  securities of the Company or other property as the Board of
                  Directors may determine, out of such funds as are legally
                  available therefor. Such dividends on, or share splits of, any
                  class of Common Shares shall not be paid or issued unless paid
                  or issued on all classes of Common Shares, in which case such
                  dividends shall be paid or issued only in Shares of that
                  class. Any decrease in the number of Shares of any class of
                  Common Shares resulting from a combination or consolidation of
                  Shares or other capital reclassification shall not be
                  permitted unless parallel action is taken with respect to each
                  other class of Common Shares, so that the number of Shares of
                  each class of Common Shares outstanding shall be decreased
                  proportionately.

            (c)   In the event of any liquidation, dissolution or winding up of
                  the Company, the holders of Common Shares shall be entitled to
                  receive the assets and funds of the Company in proportion to
                  the number of Shares held by them, respectively, without
                  regard to class.

15.   (a)   Each Class B Common Share shall be convertible at the option of the
            holder thereof into one Class A Common Share by means of a
            redemption of such Class B Common Share and in consideration for the
            issue of one Class A Common Share.

      (b)   Each Class B Common Share shall convert into one Class A Common
            Share, by means of a redemption of such Class B Common Share in
            consideration for the issue of one Class A Common Share, upon any
            transfer by the registered holder of such Class B Common Share,
            whether or not for value, except for transfers to a nominee or
            Affiliate of such holder in a transfer that will not result in a
            change of beneficial ownership (as determined under Rule 13d-3 under
            the Exchange Act) or to a person that already holds Class B Common
            Shares.

                                PREFERRED SHARES

16.   Preferred Shares may be issued from time to time in one or more series,
      each of such series to have such voting powers (full or limited),
      designations, preferences and relative, participating, optional or other
      special rights and qualifications, limitations or restrictions thereof as
      are stated and expressed in any resolution or resolutions pass prior to
      the issue of such Preferred Shares providing for the issue of such series
      adopted by the Board of Directors as hereinafter provided.

17.   Authority is hereby granted to the Board of Directors, subject to the
      provisions of the Memorandum of the Association, these Articles and
      applicable law, to create one or more series of Preferred Shares and, with
      respect to each such series, to fix by resolution or resolutions prior to
      the issuance of such Preferred Shares, without any further vote or action
      by the Shareholders of the Company providing for the issue of such series:

            (a)   the number of Preferred Shares to constitute such series and
                  the distinctive designation thereof;

            (b)   the dividend rate and preferences with respect thereto, if
                  any, on the Preferred Shares of such series, the dividend
                  payment dates, the periods in respect of which dividends are
                  payable ("DIVIDEND PERIODS"), whether such dividends shall be
                  cumulative and, if cumulative, the date or dates from which
                  dividends shall accumulate and whether such dividends may be
                  payable in cash or in kind;

            (c)   whether the Preferred Shares of such series shall be
                  convertible into, or exchangeable for, Shares of any other
                  class or classes or any other series of the same class or
                  other class or classes of Shares of the Company and the
                  conversion price or prices or rate or rates, or the rate or
                  rates at which such exchange may be made, with such
                  adjustments, if any, as shall be stated and expressed or
                  provided in such resolution or resolutions;
<PAGE>
            (d)   the preferences, if any, and the amounts thereof, that the
                  Preferred Shares of such series shall be entitled to receive
                  upon the winding up, liquidation or dissolution of the
                  Company;

            (e)   the voting power, if any, of the Preferred Shares of such
                  series;

            (f)   redemption terms, transfer restrictions and rights of first
                  refusal with respect to the Preferred Shares of such series;
                  and

            (g)   such other terms, conditions, special rights and provisions as
                  may seem advisable to the Board of Directors.

      Notwithstanding the fixing of the number of Preferred Shares constituting
      a particular series upon the issuance thereof, the Board of Directors at
      any time thereafter may authorize the issuance of additional Preferred
      Shares of the same series and with the same rights subject always to the
      Companies Law and the Memorandum of Association.

18.   No dividend shall be declared and set apart for payment on any series of
      Preferred Shares in respect of any Dividend Period unless all dividends
      have been paid, or declared and set apart for payment, in full on all
      Preferred Shares of each other series entitled to cumulative dividends at
      the time outstanding that rank senior or equally as to dividends with the
      series in question ("SENIOR PREFERRED SHARES") and there shall likewise be
      or have been paid, or declared and set apart for payment, on all Senior
      Preferred Shares, dividends rateably in accordance with the sums that
      would be payable on such Preferred Shares.

19.   If, upon the winding up of the Company, the assets of the Company
      distributable among the holders of any one or more series of Preferred
      Shares that (a) are entitled to a preference over the holders of the
      Common Shares upon such winding up, and (b) rank equally in connection
      with any such distribution, shall be insufficient to pay in full the
      preferential amount to which the holders of such Preferred Shares shall be
      entitled, then such assets, or the proceeds thereof, shall be distributed
      among the holders of each such series of Preferred Shares rateably in
      accordance with the sums that would otherwise have been payable on such
      distribution if all sums payable were discharged in full.

                  VOTING LIMITATIONS; PROVISION OF INFORMATION

20.   Adjustment of Voting Power.

            (a)   The voting power of all Shares is hereby adjusted (and shall
                  be automatically adjusted in the future) to the extent
                  necessary so that there is no 9.5% U.S. Shareholder. The Board
                  of Directors shall implement the foregoing in the manner
                  provided herein; provided, however, that the foregoing
                  provision and the remainder of this Article 20 shall not apply
                  in the event that one Shareholder of the Company owns greater
                  than 75% of the voting power or value of the issued and
                  outstanding Shares.

                  (i)   The Board of Directors shall from time to time,
                        including prior to any time at which a vote of
                        Shareholders is taken, take all reasonable steps
                        necessary to ascertain, including those specified in
                        Article 21, through communications with Shareholders or
                        otherwise, whether there exists, or will exist at the
                        time any vote of Shareholders is taken, a Tentative 9.5%
                        U.S. Shareholder.

                  (ii)  In the event that a Tentative 9.5% U.S. Shareholder
                        exists, the aggregate votes conferred by Shares held by
                        a Shareholder and treated as Controlled Shares of that
                        Tentative 9.5% U.S. Shareholder shall be reduced to the
                        extent necessary such that the Controlled Shares of the
                        Tentative 9.5% U.S. Shareholder will constitute less
                        than 9.5% of the voting power of all issued and
                        outstanding Shares. In applying the previous sentence
                        where Shares held by more than one Shareholder are
                        treated as
<PAGE>
                        Controlled Shares of such Tentative 9.5% U.S.
                        Shareholder, the reduction in votes shall apply to such
                        Shareholders in descending order according to their
                        respective Attribution Percentages; provided that, in
                        the event of a tie, the reduction shall apply pro rata
                        to the Shareholders. The votes of Shareholders owning no
                        Shares treated as Controlled Shares of any Tentative
                        9.5% U.S. Shareholder shall, in the aggregate, be
                        increased by the same number of votes subject to
                        reduction as described above. Such increase shall apply
                        to all such Shareholders in proportion to their voting
                        power at that time; provided that such increase shall be
                        limited to the extent necessary to avoid causing any
                        U.S. Person to be a 9.5% U.S. Shareholder. The
                        adjustments of voting power described in this Article 20
                        shall apply repeatedly until there is no 9.5% U.S.
                        Shareholder. The Board of Directors may deviate from any
                        of the principles described in this Article 20 and
                        determine that Shares held by a Shareholder shall carry
                        different voting rights as it determines appropriate (A)
                        to avoid the existence of any 9.5% U.S. Shareholder or
                        (B) to avoid adverse tax, legal or regulatory
                        consequences to the Company, any subsidiary of the
                        Company, or any other Shareholder or its Affiliates. For
                        the avoidance of doubt, in applying the provisions of
                        this Article 20, a share may carry a fraction of a vote.

            (b)   In addition to the provisions of Article 20(a), Shares shall
                  not carry any right to vote to the extent that the Board of
                  Directors determines, in its sole and absolute discretion,
                  that it is necessary that such Shares should not carry the
                  right to vote in order to avoid adverse tax, legal or
                  regulatory consequences to the Company, any subsidiary of the
                  Company, or any other direct or indirect holder of Shares or
                  its Affiliates; provided that no adjustment pursuant to this
                  sentence shall cause any person to become a 9.5% U.S.
                  Shareholder.

            (c)   Prior to any date on which Shareholders shall vote on any
                  matter, the Board of Directors shall (i) retain the services
                  of an internationally recognized accounting firm or
                  organization with comparable professional capabilities in
                  order to assist the Company in applying the principles of this
                  Article 20, (ii) obtain from such firm or organization a
                  statement describing the information obtained and procedures
                  followed and setting forth the determinations made with
                  respect to this Article 20 and (iii) notify each Shareholder
                  of the voting power conferred by its Shares determined in
                  accordance with this Article 20.

            (d)   Any determination by the Board as to any adjustments to voting
                  power of any Share made pursuant to this Article 20 shall be
                  final and binding.

21.   Provision of Certain Information.

            (a)   The Board of Directors shall have the authority to request
                  from any direct or indirect holder of Shares, and such holder
                  shall provide, such information as the Board of Directors may
                  reasonably request for the purpose of determining whether any
                  holder's voting rights are to be adjusted. If such holder
                  fails to respond to such a request, or submits incomplete or
                  inaccurate information in response to such a request, the
                  Board of Directors may in their sole and absolute discretion
                  determine that such holder's Shares shall carry no voting
                  rights, in which case such Shares shall not carry any voting
                  rights until otherwise determined by the Board of Directors in
                  its sole and absolute discretion.

            (b)   Any direct or indirect holder of Shares shall give notice to
                  the Company within ten days following the date that such
                  holder acquires actual knowledge that it is the owner of
                  Controlled Shares of 9.5% or more of the voting power of all
                  issued and outstanding Shares.

            (c)   Notwithstanding the foregoing, no Shareholder shall be liable
                  to any other Shareholder or the Company for any losses or
                  damages resulting from such holder's failure to respond to, or
                  submission of incomplete or inaccurate information in response
                  to, a request under
<PAGE>
                  paragraph (a) or from such Shareholder's failure to give
                  notice under paragraph (b) of this Article 21.

            (d)   Any information provided by any Shareholder to the Company
                  pursuant to this Article 21 or for purposes of making the
                  analysis required by Article 12, 20, 29 or 45, shall be deemed
                  "confidential information" (the "CONFIDENTIAL INFORMATION")
                  and shall be used by the Company solely for the purposes
                  contemplated by such Articles (except as may be required
                  otherwise by applicable law or regulation). The Company shall
                  hold such Confidential Information in strict confidence and
                  shall not disclose any Confidential Information that it
                  receives, except (i) to the U.S. Internal Revenue Service (the
                  "SERVICE") if and to the extent the Confidential Information
                  is required by the Service, (ii) to any outside legal counsel
                  or accounting firm engaged by the Company to make
                  determinations regarding the relevant Articles, (iii) to
                  officers, employees or outside advisors of the Company, for
                  the purposes set forth in Article 21(e) or (iv) as otherwise
                  required by applicable law or regulation.

            (e)   The Company shall take all measures practicable to ensure the
                  continued confidentiality of the Confidential Information and
                  shall grant the persons referred to in Article 21(d)(ii) or
                  (iii) access to the Confidential Information only to the
                  extent necessary to allow them to assist the Company in any
                  analysis required by Article 12, 20, 29 or 45 or to determine
                  whether the Company would realize any income that would be
                  included in the income of any Shareholder (or any interest
                  holder, whether direct or indirect, of any Shareholder) by
                  operation of Section 953(c) of the Code. Prior to granting
                  access to the Confidential Information to such persons or to
                  any officer or employee as set forth below, the Company shall
                  inform them of its confidential nature and of the provisions
                  of this Article 21 and shall require them to abide by all the
                  provisions of this Article 21. The Company shall not disclose
                  the Confidential Information to any Director (other than a
                  Director that is also Chief Executive Officer, Chairman, Vice
                  Chairman, President or Vice President, except as required by
                  law or regulation, upon request to the Company).

            (f)   For the avoidance of doubt, the Company shall be permitted to
                  disclose to the Shareholders and others the relative voting
                  percentages of the Shareholders after application of Article
                  20. At the written request of a Shareholder, the Confidential
                  Information of such Shareholder shall be destroyed or returned
                  to such Shareholder after the later to occur of (i) such
                  Shareholder no longer being a Shareholder or (ii) the
                  expiration of the applicable statute of limitations with
                  respect to any Confidential Information obtained for purposes
                  of engaging in any tax-related analysis.

            (g)   The Company shall (i) notify a Shareholder immediately of the
                  existence, terms and circumstances surrounding any request
                  made to the Company to disclose any Confidential Information
                  provided by or with respect to such Shareholder and, prior to
                  such disclosure, shall permit such Shareholder a reasonable
                  period of time to seek a protective order or other appropriate
                  remedy or waive compliance with the provisions of this Article
                  21, and (ii) if, in the absence of a protective order or
                  waiver, such disclosure is required in the opinion of counsel
                  to the Company, the Company shall make such disclosure without
                  liability hereunder; provided that the Company shall furnish
                  only that portion of the Confidential Information that is
                  legally required, shall give such Shareholder notice of the
                  information to be disclosed as far in advance of its
                  disclosure as practicable and, upon the request of such
                  Shareholder and at its expense, shall use reasonable efforts
                  to ensure that confidential treatment will be accorded to all
                  such disclosed information.
<PAGE>
                     VARIATION OF RIGHTS ATTACHING TO SHARES

22.   If at any time the Share capital is divided into different classes of
      Shares, the rights attaching to any class of Shares (unless otherwise
      provided by the terms of issue of the Shares of that class) may, subject
      to Article 20 and to whatever other vote may be required by the Companies
      Law, these Articles or applicable law, only be materially adversely varied
      or abrogated with the consent in writing of the holders of two-thirds of
      the voting power of the issued Shares of that class, or with the sanction
      of a resolution passed by holders of at least two-thirds of the voting
      power of the issued Shares of the class present in person or by proxy at a
      separate general meeting of the holders of the Shares of the class. To
      every such separate general meeting the provisions of these Articles
      relating to general meetings of the Company shall mutatis mutandis apply,
      but so that the necessary quorum shall be at least one (1) person holding
      or representing by proxy at least one-third of the voting power of the
      issued and outstanding Shares of that class and that any holder of Shares
      of the class present in person or by proxy may demand a poll.

23.   The rights conferred upon the holders of the Shares of any class issued
      with preferred or other rights shall not, unless otherwise expressly
      provided by the terms of issue of the Shares of that class, be deemed to
      be varied or abrogated by the creation or issue of further Shares ranking
      pari passu therewith or junior thereto or the redemption or purchase of
      Shares of any class by the Company.

24.   The rights of holders of Common Shares shall not be deemed to be varied by
      the creation or issue of Shares with preferred or other rights that may be
      created or issued by the Board of Directors as provided in these Articles
      without any vote or consent of the holders of Common Shares.

                          ISSUE OF OPTIONS AND WARRANTS

25.   The Board may issue options or warrants to purchase or subscribe for any
      class of Shares or other securities of the Company on such terms as it may
      from time to time determine; provided that no such issuance of options or
      warrants may be made if it will cause, in the Board of Directors' sole and
      absolute discretion, a non-de minimis adverse tax, legal or regulatory
      consequence to the Company, any of its subsidiaries or any direct or
      indirect holder of Shares or its Affiliates. No options or warrants shall
      be issued to bearer.

                                  CERTIFICATES

26.   Every person the name of which is entered as a Shareholder in the Register
      of Members shall, without payment, be entitled to a certificate in the
      form determined by the Board of Directors. Such certificate may be under
      the Seal. All certificates shall specify the Share or Shares held by that
      person and the amount paid up thereon; provided that in respect of a Share
      or Shares held jointly by several persons the Company shall not be bound
      to issue more than one certificate, and delivery of a certificate for a
      Share to one of several joint holders shall be sufficient delivery to all.

27.   If a Share certificate is defaced, lost or destroyed it may be renewed on
      such terms, if any, as to evidence and indemnity as the Board of Directors
      may think fit.
<PAGE>
                               TRANSFER OF SHARES

28.   The instrument of transfer of any Share shall be in any usual or common
      form or such other form as the Board of Directors may, in its sole and
      absolute discretion, approve and be executed by or on behalf of the
      transferor and, if so required by the Board of Directors, shall also be
      executed on behalf of the transferee, shall be accompanied by the
      certificate (if any) of the Shares to which it relates and such other
      evidence as the Board of Directors may reasonably require to show the
      right of the transferor to make the transfer. The transferor shall be
      deemed to remain a holder of the Share until the name of the transferee is
      entered in the Register of Members in respect thereof.

29.   The Board of Directors may decline to approve or register any transfer of
      Shares if it appears to the Board of Directors, in its sole and absolute
      discretion, after taking into account, among other things, the limitation
      on voting rights contained in Article 20, that any non-de minimis adverse
      tax, regulatory or legal consequences to the Company, any subsidiary of
      the Company, or any other direct or indirect holder of Shares or its
      Affiliates would result from such transfer (including if such consequence
      arises as a result of any U.S. Person owning Controlled Shares
      constituting 9.5% or more of the value of the Company or the voting Shares
      of the Company (but subject to the provisions of Article 20) or pursuant
      to Article 134(iv)). The Board of Directors shall have the authority to
      request from any direct or indirect holder of Shares, and such holder
      shall provide, such information as the Board of Directors may reasonably
      request for the purpose of determining whether any transfer should be
      permitted. If such information is not provided, the Board of Directors may
      decline to approve or register such transfer.

30.   Subject to any applicable requirements of any Exchange on which the Shares
      are listed or traded, the Board of Directors (a) may decline to approve or
      to register any transfer of any Share if a written opinion from counsel
      acceptable to the Company shall not have been obtained to the effect that
      registration of such transfer under the U.S. Securities Act of 1933, as
      amended from time to time, is not required and (b) shall decline to
      approve or to register any transfer of any Share if the transferee shall
      not have been approved by applicable governmental authorities if such
      approval is required.

31.   If the Board of Directors refuses to register a transfer of any Share the
      Secretary shall, within ten (10) business days after the date on which the
      transfer was lodged with the Company, send to the transferor and
      transferee notice of the refusal.

32.   All instruments of transfer that are registered shall be retained by the
      Company, but any instrument of transfer that the Board of Directors
      declines to register shall (except in any case of fraud) be returned to
      the person depositing the same.

                             TRANSMISSION OF SHARES

33.   The legal personal representative of a deceased sole holder of a Share
      shall be the only person recognised by the Company as having any title to
      such Share. In the case of a Share registered in the name of two or more
      holders, the survivors or survivor, or the legal personal representatives
      of the deceased survivor, shall be the only person recognised by the
      Company as having any title to such Share.

34.   Any person becoming entitled to a Share in consequence of the death or
      bankruptcy of a Shareholder shall, upon such evidence being produced as
      may from time to time be required by the Board of Directors, have the
      right either to be registered as a Shareholder in respect of the Share or,
      instead of being registered himself, to make such transfer of the Share as
      the deceased or bankrupt person could have made; provided, that the Board
      of Directors shall, in either case, have the same right to decline or
      suspend registration as it would have had in the case of a transfer of the
      Share by the deceased or bankrupt person before the death or bankruptcy.

35.   A person becoming entitled to a Share by reason of the death or bankruptcy
      of the holder shall be entitled to the same dividends and other advantages
      to which he would be entitled if he were the
<PAGE>
      registered holder of the Share, except that he shall not, before being
      registered as a Shareholder in respect of the Share, be entitled in
      respect of it to exercise any right conferred by membership in relation to
      meetings of the Company, including voting.

                              ALTERATION OF CAPITAL

36.   The Company may from time to time by Ordinary Resolution increase the
      Share capital by such sum, to be divided into Shares of such classes and
      amount, as the resolution shall prescribe.

37.   The Company may by Ordinary Resolution:

            (a)   consolidate and divide all or any of its Share capital into
                  Shares of a larger amount than its existing Shares;

            (b)   convert all or any of its paid up Shares into stock and
                  reconvert that stock into paid up Shares of any denomination;

            (c)   subdivide its existing Shares, or any of them into Shares of a
                  smaller amount; provided that in the subdivision the
                  proportion between the amount paid and the amount, if any,
                  unpaid on each reduced Share shall be the same as it was in
                  case of the Share from which the reduced Share is derived;

            (d)   cancel any Shares that, at the date of the passing of the
                  resolution, have not been taken or agreed to be taken by any
                  person and diminish the amount of its Share capital by the
                  amount of the Shares so cancelled.

38.   Subject to Article 39, the Company may by Special Resolution reduce its
      Share capital and any capital redemption reserve in any manner authorised
      by law.

39.   The Company shall not increase, reduce or alter its Share capital, if such
      action, in the Board of Directors' sole and absolute discretion, would
      cause a non-de minimis adverse tax, legal or regulatory consequence to the
      Company, any of its subsidiaries or any Shareholder or its Affiliates.

                     REDEMPTION AND PURCHASE OF OWN SHARES

40.   Subject to the provisions of the Companies Law and Article 14, the Company
      may:

            (a)   issue Shares on terms providing that such Shares are to be
                  redeemed or are liable to be redeemed at the option of the
                  Company or the Shareholder on such terms and in such manner as
                  the Board of Directors may, before the issue of such Shares,
                  determine;

            (b)   the Company may purchase its own Shares (including any
                  redeemable Shares); provided that the Shareholders shall have
                  approved the manner of purchase by Ordinary Resolution or that
                  the manner of purchase is in accordance with Articles 41
                  through 50 (this authorisation is in accordance with Section
                  37(2) of the Companies Law or any modification or reenactment
                  thereof for the time being in force); and

            (c)   make a payment in respect of the redemption or purchase of its
                  own Shares otherwise than out of profits or the proceeds of a
                  fresh issue of Shares or through the establishment of a
                  capital redemption reserve; and

      provided, in each case, that such issuance, repurchase or redemption shall
      not be made if, in the Board of Directors' sole and absolute discretion it
      would result, in a non-de minimis adverse tax, legal or regulatory
      consequence to the Company, any of its subsidiaries or any direct or
      indirect holder of Shares or its Affiliates.
<PAGE>
41.   The redemption of Common Shares shall be effected in such manner as the
      Board of Directors may determine before the issue of the Common Shares or
      as otherwise provided by these Articles and the redemption of Preferred
      Shares shall be effected in such manner as the Board of Directors may, by
      resolution, determine before the issue of the Preferred Shares (this
      authorisation is in accordance with Section 37(1) of the Companies Law or
      any modification or re-enactment thereof for the time being in force).

42.   Subject to Article 14, the Company may repurchase any Common Share listed
      on an Exchange at such time, at such price and on such terms as determined
      and agreed by the Board of Directors in its sole and absolute discretion;
      provided that the maximum number of Common Shares that may be repurchased
      shall be equal to the number of issued and outstanding Common Shares less
      one Common Share; provided, further that: (a) such repurchase transactions
      shall be in accordance with the relevant code, rules and regulations
      applicable to the listing of the Shares on the Exchange; (b) at the time
      of, and giving effect to, the repurchase the Company is able to pay its
      debts as they fall due in the ordinary course of business; and (c) such
      repurchase shall not result, in the Board of Directors' sole and absolute
      discretion, in a non-de minimis adverse tax, legal or regulatory
      consequence to the Company, any of its subsidiaries or any Shareholder or
      its Affiliates.

43.   Subject to Article 14, the Company may repurchase any Common Share not
      listed on an Exchange at any price agreed between the Board and the
      applicable Shareholder by serving a repurchase notice in a form approved
      by the Board of Directors on the Shareholder from which the Common Shares
      are to be repurchased at least two (2) days prior to the date specified in
      the notice as being the repurchase date; provided that: (a) at the time
      of, and giving effect to, the repurchase the Company is able to pay its
      debts as they fall due in the ordinary course of business; and (b) such
      repurchase shall not result, in the Board of Directors' sole and absolute
      discretion, in a non-de minimis adverse tax, legal or regulatory
      consequence to the Company, any of its subsidiaries or any Shareholder or
      its Affiliates. The date of repurchase shall be the date specified in the
      repurchase notice as determined and agreed by the Board of Directors and
      the applicable Shareholder in their sole and absolute discretion.

44.   Redemption Pursuant to the terms of a Business Combination

            (a)   The Common Shares may be redeemed by the Company upon approval
                  by the Board of Directors of, and an Ordinary Resolution of
                  the Shareholders adopting, any agreement entered into by the
                  Company relating to a Business Combination Transaction
                  involving the Company.

            (b)   The manner and terms of such redemption, including the
                  consideration to be received by the holders of Common Shares
                  in such redemption or repurchase, which consideration may
                  consist of cash, securities or other property, shall be set
                  forth in the agreement relating to a Business Combination
                  Transaction approved by the Board of Directors and an Ordinary
                  Resolution of Shareholders.

            (c)   The consideration to be received by all holders of Common
                  Shares shall be identical regardless of the class of Common
                  Shares held by such holders.

45.   Required Sale of Shares.

            (a)   If the Board of Directors reasonably determines, that any
                  Shareholder's ownership of Shares (after giving effect to any
                  voting limitations set forth in Article 20) will result in a
                  non-de minimis adverse tax, legal or regulatory consequence to
                  the Company, any of its subsidiaries or any other direct or
                  indirect holder of Shares or its Affiliates, the Company shall
                  have the option but not the obligation to repurchase or assign
                  to a third party the right to purchase the minimum number of
                  Shares held by such person that is necessary to eliminate such
                  non-de minimis adverse tax, legal or regulatory consequence at
                  a price equal to the Fair Value of such Shares.
<PAGE>
            (b)   In the event that the Company determines, pursuant to this
                  Article 45, to repurchase or assign to a third party the right
                  to purchase Shares of a Shareholder (a "REQUIRED SELLER"), the
                  Company shall provide a Purchase Notice to such Shareholder.
                  The Company may revoke the Purchase Notice at any time prior
                  to the closing of such sale.

            (c)   The closing of a sale of Shares pursuant to this Article 45 (a
                  "REQUIRED SALE") shall take place at a location and date
                  selected by the Company and set forth in the Purchase Notice
                  which shall be delivered at least five (5) Business Days prior
                  to the closing date specified therein; provided, however, that
                  such closing date shall be no earlier than the later of (i)
                  five (5) Business Days after a Purchase Notice is given with
                  respect to a purchase of Shares, and (ii) five (5) Business
                  Days after the date of determination of Appraised Value in the
                  event that a Shareholder objects to the Board's determination
                  of Fair Value contained in a Purchase Notice. Payment of the
                  Purchase Price shall be by wire transfer at such closing.

            (d)   Notwithstanding the provisions of this Article 45, no person
                  shall be permitted to purchase Shares in a Required Sale to
                  the extent that such purchase would (after giving effect to
                  any adjustment to voting power imposed in accordance with
                  Article 20) cause a non-de minimus adverse tax, legal or
                  regulatory consequences to the Company, any of its
                  subsidiaries, any other Shareholder or its Affiliates.

46.   The Company may make a payment in respect of the redemption or repurchase
      of its own Shares in any manner permitted by the Companies Law, including
      out of capital.

47.   The holder of the Shares being repurchased shall be bound to deliver up to
      the Company at its registered office or such other place as the Board
      shall specify, the certificate(s) (if any) thereof for cancellation and
      thereupon the Company shall pay to such holder the purchase or redemption
      monies or consideration in respect thereof.

48.   Any Share in respect of which notice of redemption has been given shall
      not be entitled to participate in the profits of the Company or to vote in
      any Company meeting in respect of the period after the date specified as
      the date of redemption in the notice of redemption.

49.   Except as provided in these Articles or the terms of any Preferred Shares,
      the redemption or repurchase of any Share shall not be deemed to give rise
      to the redemption or repurchase of any other Share.

50.   The Board of Directors may when making payments in respect of redemption
      or repurchase of Shares, if authorised by the terms of issue of the Shares
      being redeemed or repurchased or with the agreement of the holder of such
      Shares, make such payment either in cash or in specie.

                CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

51.   For the purpose of determining those Shareholders that are entitled to
      receive notice of, attend or vote at any general meeting or any
      adjournment thereof, or those Shareholders that are entitled to receive
      payment of any dividend, or in order to make a determination as to who is
      a Shareholder for any other purpose, the Board of Directors may provide
      that the Register of Members shall be closed for transfers for a stated
      period, which period shall not exceed in any case forty (40) days. If the
      Register of Members shall be so closed for the purpose of determining
      those Shareholders that are entitled to receive notice of, attend or vote
      at any general meeting the Register of Members shall be so closed for at
      least ten (10) days immediately preceding such meeting and the record date
      for such determination shall be the date of the closure of the Register of
      Members.

52.   In lieu of or apart from closing the Register of Members, (a) the Board of
      Directors may fix in advance a date as the record date for any such
      determination of those Shareholders that are entitled to receive
<PAGE>
      notice of, attend or vote at a meeting of the Shareholders and (b) for the
      purpose of determining those Shareholders that are entitled to receive
      payment of any dividend the Board of Directors may, at or within ninety
      (90) days prior to the date of declaration of such dividend fix a
      subsequent date as the record date for such determination.

53.   If the Register of Members is not so closed and no record date is fixed
      for the determination of those Shareholders entitled to receive notice of,
      attend or vote at a general meeting or those Shareholders that are
      entitled to receive payment of a dividend, the tenth (10th) day following
      the date on which notice of the meeting is posted or the date on which the
      resolution of the Board of Directors declaring such dividend is adopted,
      as the case may be, shall be the record date for such determination of
      Shareholders. When a determination of those Shareholders that are entitled
      to receive notice of, attend or vote at a general meeting has been made as
      provided in these Articles, such determination shall apply to any
      adjournment thereof.

                                GENERAL MEETINGS

54.   The Company shall, if required by the Companies Law, other applicable law
      or the relevant code, rules or regulations applicable to the listing of
      any Shares on the Exchange, hold a general meeting as its annual general
      meeting, and shall specify the meeting as such in the notices calling it.
      The annual general meeting shall be held at such time and place as the
      Board of Directors shall appoint. At these meetings the report of the
      Board of Directors (if any) shall be presented.

55.   The Board of Directors may whenever it thinks fit proceed to convene a
      general meeting of the Company. General meetings of the Company may be
      held at such place, either within or without the Cayman Islands, as
      determined by the Board of Directors.

56.   General meetings shall also be convened on the written requisition of any
      Shareholder or Shareholders entitled to attend and vote at general
      meetings of the Company that hold not less than fifty per cent (50%) of
      the eligible votes of the Company deposited at the registered office of
      the Company specifying the objects of the meeting and requesting that such
      meeting be held on a date no later than sixty (60) days from the date of
      deposit of the requisition signed by the requisitionists, and if the Board
      of Directors does not convene such meeting within such sixty (60) day
      period, the requisitionists themselves may convene the general meeting in
      the same manner, as nearly as possible, as that in which general meetings
      may be convened by the Board of Directors, and all reasonable expenses
      incurred by the requisitionists as a result of the failure of the Board of
      Directors to convene the general meeting shall be reimbursed to them by
      the Company.

                           NOTICE OF GENERAL MEETINGS

57.   At least ten (10) days notice shall be given of any general meeting. Every
      notice shall be exclusive of the day on which it is given or deemed to be
      given and of the day for which it is given and shall specify such details
      as are required by applicable law or the relevant code, rules and
      regulations applicable to the listing of the Shares on the Exchange.

58.   A general meeting shall, whether or not the notice specified in these
      Articles has been given and whether or not the provisions of the Articles
      regarding general meetings have been complied with, be deemed to have been
      duly convened if applicable law so permits and it is so agreed:

            (a)   in the case of a general meeting called as an annual general
                  meeting by all the Shareholders entitled to attend and vote
                  thereat or their proxies; and

            (b)   in the case of any other general meeting by such number of the
                  Shareholders having a right to attend and vote at the meeting
                  and holding, whether directly or by proxy, not less than
                  two-thirds of the votes entitled to be cast at such general
                  meeting.
<PAGE>
59.   The notice convening an annual general meeting shall specify the meeting
      as such, and the notice convening a meeting to pass a Special Resolution
      shall specify the intention to propose a resolution as a special
      resolution. Notice of every general meeting shall be given to all
      Shareholders 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
      such notice from the Company.

60.   There shall appear with reasonable prominence in every notice of general
      meetings of the Company a statement that a Shareholder entitled to attend
      and vote is entitled to appoint a proxy to attend and vote instead of him
      and that a proxy need not be a Shareholder.

61.   The accidental omission to give notice of a general meeting to, or the
      non-receipt of notice of a meeting by, any person entitled to receive
      notice shall not invalidate the proceedings of that meeting.

62.   In cases where instruments of proxy are sent out with notices, the
      accidental omission to send such instrument of proxy to, or the
      non-receipt of such instrument of proxy by, any person entitled to receive
      notice shall not invalidate any resolution passed or any proceeding at any
      such meeting.

                         PROCEEDINGS AT GENERAL MEETINGS

63.   All business carried out at a general meeting shall be deemed special with
      the exception of the consideration of the accounts and balance sheets and
      any report of the Board of Directors or of the Company's auditors and the
      appointment of Directors. No special business shall be transacted at any
      general meeting without the consent of all Shareholders entitled to
      receive notice of that meeting unless notice of such special business has
      been given in the notice convening that meeting.

64.   No business shall be transacted at any general meeting unless a quorum of
      Shareholders is present at the time when the meeting proceeds to business.
      Save as otherwise provided by these Articles, one or more Shareholders
      holding Shares having at least a majority of the votes eligible to be cast
      at such general meeting, present in person or by proxy, shall be a quorum.

65.   If the Board of Directors wish to make this facility available to
      Shareholders for a specific or all general meetings of the Company, a
      Shareholder may participate in any general meeting of the Company, by
      means of a telephone or similar communication equipment by way of which
      all persons participating in such meeting can hear each other and such
      participation shall be deemed to constitute presence in person at the
      meeting.

66.   The chairman, if any, of the Board of Directors, and, if the chairman is
      not present, the vice chairman or such other officer as the Board of
      Directors shall designate, shall preside as chairman at every general
      meeting of the Company.

67.   The chairman may adjourn a general meeting from time to time and from
      place to place, but no business shall be transacted at any adjourned
      meeting other than the business left unfinished at the meeting from which
      the adjournment took place. When a meeting is adjourned for fourteen (14)
      days or more, notice of the adjourned meeting shall be given as in the
      case of an original meeting. Save as aforesaid it shall not be necessary
      to give any notice of an adjournment or of the business to be transacted
      at an adjourned meeting.

68.   At any general meeting a resolution put to the vote of the meeting shall
      be decided on a poll.

69.   In the case of an equality of votes, the chairman of the meeting shall be
      entitled to a second or casting vote.

70.   If authorized by the Board of Directors, any vote taken by written ballot
      may be satisfied by a ballot submitted by electronic transmission;
      provided that any such electronic transmission must either set
<PAGE>
      forth or be submitted with information from which it can be determined
      that the electronic transmission was authorized by the Shareholder or
      proxy.

                              VOTES OF SHAREHOLDERS

71.   Subject to any rights and restrictions for the time being attached to any
      class or classes of Shares and the provisions of Article 20, every
      Shareholder present in person and every person representing a Shareholder
      by proxy at any general meeting shall have such number of votes with
      respect to such Shares that such holder or the person represented by proxy
      holds is entitled by the terms of issue of such Shares.

72.   In the case of joint holders of Shares, the vote of the senior holder that
      tenders a vote whether in person or by proxy shall be accepted to the
      exclusion of the votes of the joint holders and for this purpose seniority
      shall be determined by the order in which the names stand in the Register
      of Members.

73.   A Shareholder of unsound mind, or in respect of whom an order has been
      made by any court having jurisdiction in lunacy, may vote, by his
      committee, or other person in the nature of a committee appointed by that
      court, and any such committee or other person may vote by proxy.

74.   Votes may be given either personally or by proxy.

75.   The instrument appointing a proxy shall be in writing and shall be
      executed under the hand of the appointor or his attorney duly authorized
      in writing, or, if the appointor is a corporation or other entity, either
      under its common seal or under the hand of an officer or attorney so
      authorised; provided, a Shareholder may also authorize the casting of a
      vote by proxy pursuant to telephonic or electronically transmitted
      instructions (including, without limitation, instructions transmitted over
      the Internet) obtained pursuant to procedures approved by the Board of
      Directors that are reasonably designed to verify that such instructions
      have been authorized by such Shareholder.

76.   A resolution in writing signed by all the Shareholders for the time being
      entitled to receive notice of and to attend and vote at general meetings
      (or being corporations by their duly authorised representatives) shall be
      as valid and effective as if the same had been passed at a general meeting
      of the Company duly convened and held.

      CORPORATIONS AND OTHER ENTITIES ACTING BY REPRESENTATIVES AT MEETINGS

77.   Any corporation or other entity that is a Shareholder may by resolution of
      its directors or other governing body authorise such person as it thinks
      fit to act as its representative at any meeting of the Company or of any
      class of Shareholders, and the person so authorised shall be entitled to
      exercise the same powers on behalf of the corporation that he represents
      as that corporation could exercise if it were an individual Shareholder.

                                    DIRECTORS

78.   The name of the first Director(s) shall either be determined in writing by
      a majority (or in the case of a sole subscriber that subscriber) of, or
      appointed at a meeting of, the subscribers of the Memorandum of
      Association.

79.   The Company may by resolution passed by a plurality of the votes cast by
      Shareholders as such Shareholders being entitled to do so, vote in person
      or, where proxies are allowed, by proxy at a general meeting of the
      Company and where a poll is taken regard shall be had in computing a
      majority to the number of votes to which each Shareholder is entitled,
      appoint any person to be a Director.
<PAGE>
80.   Subject to the provisions of these Articles, a Director shall hold office
      until the next general meeting of the Company at which Directors are to be
      appointed and such Director's successor is appointed or such time as he is
      removed from office in accordance with the terms of these Articles.

81.   The Board of Directors may from time to time fix the maximum and minimum
      number of Directors to be appointed but unless such number is fixed as
      aforesaid the number of Directors shall be eleven.

82.   The remuneration of the Directors shall be determined by the Board of
      Directors.

83.   There shall be no Shareholding qualification for Directors.

84.   The Board of Directors shall have power at any time and from time to time
      to appoint a person as Director, either as a result of a casual vacancy or
      as an additional Director; provided, however, that such Director so
      appointed shall be approved or terminated by a resolution of the
      Shareholders at the next general meeting.

                         POWERS AND DUTIES OF DIRECTORS

85.   Subject to the provisions of the Companies Law and these Articles, the
      business of the Company shall be managed by the Board of Directors, which
      may pay all expenses incurred in setting up and registering the Company.
      The Board of Directors may exercise all powers of the Company in
      accordance with the provisions of these Articles. No resolution made by
      the Company in general meeting shall invalidate any prior act of the Board
      of Directors that would have been valid if that resolution had not been
      made.

86.   The Board of Directors may from time to time appoint any person, whether
      or not a Director, to hold such office in the Company as the Board of
      Directors may think necessary for the administration of the Company,
      including but not limited to, the offices of chief executive officer and
      president, one or more vice-presidents, chief financial officer,
      treasurer, assistant treasurer, manager or controller, and for such term
      and at such remuneration (whether by way of salary or commission or
      participation in profits or partly in one way and partly in another), and
      with such powers and duties as the Board of Directors may think fit. Any
      person so appointed by the Board of Directors may be removed by the Board
      of Directors.

87.   The Board of Directors may appoint a Secretary (and if need be an
      Assistant Secretary or Assistant Secretaries) who shall hold office for
      such term, at such remuneration and upon such conditions and with such
      powers as it thinks fit. Any Secretary or Assistant Secretary so appointed
      by the Board of Directors may be removed by the Board of Directors.

88.   The Board of Directors may from time to time and at any time by power of
      attorney appoint any company, firm or person or body of persons, whether
      nominated directly or indirectly by the Directors, to be the attorney or
      attorneys of the Company for such purposes and with such powers,
      authorities and discretion (not exceeding those vested in or exercisable
      by the Board of Directors under these Articles) and for such period and
      subject to such conditions as it may think fit, and any such power of
      attorney may contain such provisions for the protection and convenience of
      persons dealing with any such attorney as the Board of Directors may think
      fit, and may also authorise any such attorney to delegate all or any of
      the powers, authorities and discretion vested in him.

89.   The Board of Directors may from time to time provide for the management of
      the affairs of the Company in such manner as it shall think fit and the
      specific delegation provisions contained in these Articles shall not limit
      the general powers conferred by these Articles.
<PAGE>
                          BORROWING POWERS OF DIRECTORS

90.   The Board of Directors may exercise all the powers of the Company to
      borrow money and to mortgage or charge its undertaking, property and
      uncalled capital or any part thereof, to issue debentures, notes and other
      securities whenever money is borrowed or as security for any debt,
      liability or obligation of the Company or of any third party.

                                    THE SEAL

91.   The Seal shall not be affixed to any instrument except by the authority of
      a resolution of the Board of Directors; provided always that such
      authority may be given prior to or after the affixing of the Seal and if
      given after may be in general form confirming a number of affixings of the
      Seal. The Seal shall be affixed in the presence of a Director or a
      Secretary (or an Assistant Secretary) or in the presence of any one or
      more persons as the Board of Directors may appoint for the purpose and
      every person as aforesaid shall sign every instrument to which the Seal is
      so affixed in their presence.

92.   The Company may maintain a facsimile of the Seal in such countries or
      places as the Board of Directors may appoint and such facsimile Seal shall
      not be affixed to any instrument except by the authority of a resolution
      of the Board of Directors; provided always that such authority may be
      given prior to or after the affixing of such facsimile Seal and if given
      after may be in general form confirming a number of affixings of such
      facsimile Seal. The facsimile Seal shall be affixed in the presence of
      such person or persons as the Board of Directors shall for this purpose
      appoint and such person or persons as aforesaid shall sign every
      instrument to which the facsimile Seal is so affixed in their presence and
      such affixing of the facsimile Seal and signing as aforesaid shall have
      the same meaning and effect as if the Seal had been affixed in the
      presence of and the instrument signed by a Director or a Secretary (or an
      Assistant Secretary) or in the presence of any one or more persons as the
      Board of Directors may appoint for the purpose.

93.   Notwithstanding the foregoing, a Secretary or any Assistant Secretary
      shall have the authority to affix the Seal, or the facsimile Seal, to any
      instrument for the purposes of attesting authenticity of the matter
      contained therein but that does not create any obligation binding on the
      Company.

                          DISQUALIFICATION OF DIRECTORS

94.   The office of a Director shall be vacated and such Director removed from
      the Board of Directors, if the Director:

            (a)   becomes bankrupt or makes any arrangement or composition with
                  his creditors;

            (b)   is found to be or becomes of unsound mind;

            (c)   resigns his office by notice in writing to the Company; or

            (d)   is removed from office by Ordinary Resolution.

                            PROCEEDINGS OF DIRECTORS

95.   The Directors may meet together (either within or without the Cayman
      Islands) for the despatch of business, adjourn and otherwise regulate
      their meetings and proceedings as they shall think fit. Questions arising
      at any meeting shall be decided by a majority of votes cast thereat. In
      case of an equality of votes the chairman shall have a second or casting
      vote. The chairman may, and a Secretary or Assistant Secretary on the
      requisition of a majority of the Directors shall, at any time summon a
      meeting of the Board of Directors by at least two days' notice in writing
      to every Director, which notice shall set forth the general nature of the
      business to be considered unless notice is waived by all the Directors
      either at, before or after the meeting is held. No additional notice of a
<PAGE>
      regularly scheduled meeting of the Board of Directors shall be required.
      Notice of any special meeting of the Board of Directors shall be given by
      the Secretary or Assistant Secretary of the Company at least one day prior
      to such meeting. Such notice requirements shall be waived by any Director
      actually attending such meeting.

96.   Without prejudice to the powers conferred by these Articles, the Board of
      Directors may delegate any of its powers to committees consisting of such
      Director or Directors as it thinks fit. Any committee so formed shall, in
      the exercise of the powers so delegated, conform to any regulations or
      charter that may be imposed on it by the Board of Directors.

97.   The meetings and proceedings of any such committee consisting of two or
      more Directors shall be governed by the provisions of these Articles
      regulating the meetings and proceedings of the Board of Directors so far
      as the same are applicable and are not superseded by any regulations or
      charter made by the Board of Directors under the last preceding Article.

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

99.   A Director or Directors may participate in any meeting of the Board of
      Directors, or of any committee appointed by the Board of Directors of
      which such Director or Directors are members, by means of telephone or
      similar communication equipment by way of which all persons participating
      in such meeting can hear each other and such participation shall be deemed
      to constitute presence in person at the meeting.

100.  The quorum necessary for the transaction of the business of the Board of
      Directors may be fixed by the Board of Directors, and unless so fixed,
      shall be a majority of the Directors.

101.  A Director who is in any way, whether directly or indirectly, interested
      in a contract or proposed contract with the Company shall declare the
      nature of his interest at a meeting of the Board of Directors. A general
      notice given to the Board of Directors by any Director to the effect that
      he is a Shareholder of any specified company or firm and is to be regarded
      as interested in any contract that may thereafter be made with that
      company or firm shall be deemed a sufficient declaration of interest in
      regard to any contract so made. A Director may vote in respect of any
      contract or proposed contract or arrangement notwithstanding that he may
      be interested therein and if he does so his vote shall be counted and he
      may be counted in the quorum at any meeting of the Board of Directors at
      which any such contract or proposed contract or arrangement shall come
      before the meeting for consideration.

102.  A Director may hold any other office or place of profit under the Company
      (other than the office of auditor) in conjunction with his office of
      Director for such period and on such terms (as to remuneration and
      otherwise) as the Board of Directors may determine and no Director or
      proposed Director shall be disqualified by his office from contracting
      with the Company either with regard to his tenure of any such other office
      or place of profit or as vendor, purchaser or otherwise, nor shall any
      such contract or arrangement entered into by or on behalf of the Company
      in which any Director is in any way interested, be liable to be avoided,
      nor shall any Director so contracting or being so interested be liable to
      account to the Company for any profit realised by any such contract or
      arrangement by reason of such Director holding that office or of the
      fiduciary relation thereby established. A Director, notwithstanding his
      interest, may be counted in the quorum present at any meeting of the Board
      of Directors whereat he or any other Director is appointed to hold any
      such office or place of profit under the Company or whereat the terms of
      any such appointment are arranged and he may vote on any such appointment
      or arrangement.
<PAGE>
103.  Any Director may act by himself or his firm in a professional capacity for
      the Company, and he or his firm shall be entitled to remuneration for
      professional services as if he were not a Director; provided that nothing
      herein contained shall authorise a Director or his firm to act as auditor
      to the Company.

104.  The Board of Directors shall cause minutes to be made in books or
      loose-leaf folders provided for the purpose of recording:

            (a)   all appointments of officers made by the Board of Directors;

            (b)   the names of the Directors present at each meeting of the
                  Board of Directors and of any committee of the Board of
                  Directors;

            (c)   all resolutions and proceedings at all meetings of the
                  Company, and of the Board of Directors and of committees of
                  Directors.

105.  When the chairman of a meeting of the Board of Directors signs the minutes
      of such meeting those minutes shall be deemed to have been duly held
      notwithstanding that all the Directors have not actually come together or
      that there may have been a technical defect in the proceedings.

106.  A resolution signed by all the Directors shall be as valid and effectual
      as if it had been passed at a meeting of the Board of Directors duly
      called and constituted. When signed a resolution may consist of several
      documents each signed by one or more of the Directors.

107.  The continuing Directors may act notwithstanding any vacancy in their body
      but if and so long as their number is reduced below the number fixed by or
      pursuant to these Articles as the necessary quorum of Directors, the
      continuing Directors may act for the purpose of increasing the number, or
      of summoning a general meeting of the Company, but for no other purpose.

108.  The Board of Directors may elect a chairman and one or more vice chairman
      of their meetings and determine the period for which he is to hold office
      but if no such chairman or vice chairman are elected, or if at any meeting
      the chairman or any vice chairman is not present within fifteen minutes
      after the time appointed for holding the meeting, the Directors present
      may choose one of their number to be chairman of the meeting.

109.  A committee appointed by the Board of Directors may elect a chairman of
      its meetings. If no such chairman is elected, or if at any meeting the
      chairman is not present within five minutes after the time appointed for
      holding the meeting, the Directors present may choose one of their number
      to be chairman of the meeting.

110.  A committee appointed by the Board of Directors may meet and adjourn as it
      thinks proper. Questions arising at any meeting shall be determined by a
      majority of votes of the committee members present.

                                    DIVIDENDS

111.  Subject to any rights and restrictions for the time being attached to any
      class or classes of Shares, the Board of Directors may from time to time
      declare dividends (including interim dividends) and other distributions on
      Shares in issue and authorise payment of the same out of the funds of the
      Company lawfully available therefor.

112.  The Board of Directors may, before recommending or declaring any dividend,
      set aside out of the funds legally available for distribution such sums as
      it thinks proper as a reserve or reserves that shall, in the sole and
      absolute discretion of the Board of Directors be applicable for meeting
      contingencies, or for equalising dividends or for any other purpose to
      which those funds may be properly applied and pending such application
      may, in the sole and absolute discretion of the Board of
<PAGE>
      Directors, either be employed in the business of the Company or be
      invested in such investments (other than Shares) as the Board of Directors
      may from time to time think fit.

113.  Any dividend may be paid by cheque sent through the post (or sent by any
      electronic or other means of payment) to the registered address of the
      Shareholder or person entitled thereto, or in the case of joint holders,
      to any one of such joint holders at his registered address or to such
      person and such address as the Shareholder or person entitled, or such
      joint holders as the case may be, may direct. Every such cheque or
      electronic payment shall be made payable to the order of the person to
      whom it is sent or to the order of such other person as the Shareholder or
      person entitled, or such joint holders as the case may be, may direct.

114.  The Board of Directors when paying dividends to the Shareholders in
      accordance with the provisions of these Articles may make such payment
      either in cash or in specie.

115.  If several persons are registered as joint holders of any Share, any of
      them may give effectual receipts for any dividend or other moneys payable
      on or in respect of the Share.

116.  No dividend shall bear interest against the Company.

                               ACCOUNTS AND AUDIT

117.  The books of account relating to the Company's affairs shall be kept in
      such manner as may be determined from time to time by the Board of
      Directors.

118.  The books of account shall be kept at the registered office of the
      Company, or at such other place or places as the Board of Directors may
      think fit, and shall always be open to the inspection of the Board of
      Directors.

119.  The Board of Directors shall from time to time determine whether and to
      what extent and at what times and places and under what conditions or
      regulations the accounts and books of the Company or any of them shall be
      open to the inspection of Shareholders not being Directors, and no
      Shareholder (not being a Director) shall have any right of inspecting any
      account or book or document of the Company except as conferred by law or
      authorised by the Board of Directors.

120.  Subject to applicable law and the rules of any Exchange on which Shares
      are listed or traded, the accounts relating to the Company's affairs shall
      only be audited if the Board of Directors so determines, in which case the
      financial year end and the accounting principles shall be determined by
      the Board of Directors.

                            CAPITALISATION OF PROFITS

121.  Subject to applicable law, the Board of Directors may:

            (a)   resolve to capitalise an amount standing to the credit of
                  reserves (including a Share premium account, capital
                  redemption reserve and profit and loss account), whether or
                  not available for distribution;

            (b)   appropriate the sum resolved to be capitalised to the
                  Shareholders in proportion to the nominal amount of Shares
                  held by them respectively and apply that sum on their behalf
                  in or towards paying up in full unissued Shares or debentures
                  of a nominal amount equal to that sum, and allot the Shares or
                  debentures, credited as fully paid, to the Shareholders (or as
                  the Board of Directors may direct) in those proportions, or
                  partly in one way and partly in the other, but the Share
                  premium account, the capital redemption reserve and profits
                  that are not available for distribution may, for the purposes
                  of this Article 121, only
<PAGE>
                  be applied in paying up unissued Shares to be allotted to
                  Shareholders credited as fully paid;

            (c)   make any arrangements it thinks fit to resolve a difficulty
                  arising in the distribution of a capitalised reserve and in
                  particular, without limitation, where Shares or debentures
                  become distributable in fractions the Board of Directors may
                  deal with the fractions as it thinks fit;

            (d)   authorise a person to enter (on behalf of all the Shareholders
                  concerned) into an agreement with the Company providing for
                  the allotment to the Shareholders respectively, credited as
                  fully paid, of Shares or debentures to which they may be
                  entitled on the capitalisation and any such agreement made
                  under this authority being effective and binding on all those
                  Shareholders; and

            (e)   generally do all acts and things required to give effect to
                  the resolution.

                              SHARE PREMIUM ACCOUNT

122.  The Board of Directors shall, in accordance with Section 34 of the
      Companies Law, establish a Share premium account and shall carry to the
      credit of such account from time to time a sum equal to the amount or
      value of the premium paid on the issue of any Share.

123.  There shall be debited to any Share premium account on the redemption or
      purchase of a Share the difference between the nominal value of such Share
      and the redemption or purchase price; provided always that at the
      discretion of the Board of Directors such sum may be paid out of the
      profits of the Company or, if permitted by Section 37 of the Companies
      Law, out of capital.

                                    NOTICES

124.  Any notice or document may be served by the Company or by the person
      entitled to give notice to any Shareholder either personally, by
      facsimile, email or other electronic means or by sending it through the
      post in a prepaid letter or via a recognised courier service, fees
      prepaid, addressed to the Shareholder at his address as appearing in the
      Register of Members. In the case of joint holders of a Share, all notices
      shall be given to that one of the joint holders whose name stands first in
      the Register of Members in respect of the joint holding, and notice so
      given shall be sufficient notice to all the joint holders.

125.  Any Shareholder present, either personally or by proxy, at any meeting of
      the Company shall for all purposes be deemed to have received due notice
      of such meeting and, where requisite, of the purposes for which such
      meeting was convened.

126.  Any notice or other document, if served by (a) post, shall be deemed to
      have been served five (5) days after the time when the letter containing
      the same is posted, or, (b) facsimile, email or other electronic means
      shall be deemed to have been served upon production of a report confirming
      transmission to the recipient or (c) recognised courier service, shall be
      deemed to have been served 48 hours after the time when the letter
      containing the same is delivered to the courier service. In proving
      service by post or courier service it shall be sufficient to prove that
      the letter containing the notice or documents was properly addressed and
      duly posted or delivered to the courier service.

127.  Any notice or document delivered or sent by post to or left at the
      registered address of any Shareholder in accordance with the terms of
      these Articles shall notwithstanding that such Shareholder be then dead or
      bankrupt, and whether or not the Company has notice of his death or
      bankruptcy, be deemed to have been duly served in respect of any Share
      registered in the name of
<PAGE>
      such Shareholder as sole or joint holder, unless his name shall at the
      time of the service of the notice or document, have been removed from the
      Register of Members as the holder of the Share, and such service shall for
      all purposes be deemed a sufficient service of such notice or document on
      all persons interested (whether jointly with or as claiming through or
      under him) in the Share.

128.  Notice of every general meeting of the Company shall be given to:

            (a)   all Shareholders holding Shares with the right to receive
                  notice and who have supplied to the Company an address for the
                  giving of notices to them; and

            (b)   every person entitled to a Share in consequence of the death
                  or bankruptcy of a Shareholder, who but for his death or
                  bankruptcy would be entitled to receive notice of the meeting.

      No other person shall be entitled to receive notices of general meetings.

                             INDEMNITY; EXCULPATION

129.  The Company shall indemnify, except in respect of wilful default or fraud,
      to the full extent now or hereafter permitted by law, any person
      (including his heirs, executors and administrators) who was or is a party
      or is threatened to be made a party to any threatened, pending or
      completed action, suit or proceeding, whether civil, criminal,
      administrative or investigative (including, without limitation, an action
      by or in the right of the Company), by reason of his acting as, or having
      in the past acted as, a Director, or officer, or is or was acting for, on
      behalf of or at the request of, the Company as a director, officer
      employee or agent of another company, partnership, joint venture, trust or
      other enterprise, or in a fiduciary or other capacity with respect to any
      employee benefit plan maintained by the company) against any expense
      (including attorney's fees), judgments, fines and amounts paid in
      settlement actually and reasonably incurred by such person (or his heirs,
      executors and administrators) in respect thereof. The Company shall
      advance the expenses of defending any such action, suit or proceeding
      (including appeals) in accordance with and to the full extent now or
      hereafter permitted by law. Without limiting the generality or the effect
      of the foregoing, the Company may enter into one or more agreements with
      any person that provide for indemnification greater or different than that
      provided in this Article 129. Any amendment or repeal of this Article 129
      shall not adversely affect any right or protection existing hereunder
      immediately prior to such amendment or repeal.

130.  The Board of Directors may, notwithstanding any interest of the Directors
      in such action, authorize the Company to purchase and maintain insurance
      on behalf of any person described in Article 129 against any liability
      asserted against him and incurred by such person in any such capacity, or
      arising out of such person's status as such, whether or not the Company
      would have the power to indemnify such person against such liability under
      the provisions of these Articles.

131.  The provisions of these Articles shall be applicable to all actions,
      claims, suits or proceedings made or commenced after the adoption of these
      Articles, whether arising from acts or omissions to act occurring before
      or after such adoption. The provisions of these Articles shall be deemed
      to be a contract between the Company and each person described in Article
      129 who serves in such capacity at any time while these Articles and the
      relevant provisions of the law, if any, are in effect, and any repeal or
      modification thereof shall not affect any rights or obligations then
      existing with respect to any state of facts or any action, suit or
      proceeding then or theretofore existing, or any action, suit or proceeding
      thereafter brought or threatened based in whole or in part on any such
      state of facts.

132.  If any provision of these Articles shall be found to be invalid or limited
      in application by reason of any law or regulation, it shall not affect any
      other application of such provision or the validity of the remaining
      provisions of these Articles. The rights of indemnification and
      advancement of expenses provided in these Articles shall neither be
      exclusive of, nor be deemed in limitation of, any rights to
<PAGE>
      which any such person described in Article 129 may otherwise be entitled
      or permitted by contract, Ordinary Resolution, action of the Board of
      Directors or otherwise, or as a matter of law, both as to actions in his
      official capacity and actions in any other capacity while holding such
      office, it being the policy of the Company that indemnification of the
      specified individuals, except in respect of wilful default or fraud, shall
      be made to the fullest extent permitted by law.

133.  A Director shall not be personally liable to the Company or its
      Shareholders for monetary damages for breach of fiduciary duty as a
      Director, except for liability (a) for any breach of the Director's duty
      of loyalty to the Company or its Shareholders, (b) for acts or omissions
      not in good faith or that involve intentional misconduct or a knowing
      violation of law, or (c) for any transaction from which the Director
      derived an improper personal benefit. Any amendment or repeal of this
      Article 133 shall not adversely affect any right or protection of a
      Director existing immediately prior to such amendment or repeal. The
      liability of a director shall be further eliminated or limited to the full
      extent permitted by applicable law, as it may hereafter be amended.

        INDEMNITY FROM TAX LIABILITY RESULTING FROM ACTS OF SHAREHOLDERS

134.  Whenever any law for the time being of any country, state or place imposes
      or purports to impose any immediate or future or possible liability upon
      the Company to make any payment or empowers any government or taxing
      authority or government official to require the Company to make any
      payment in respect of any Shares registered in the Register of Members as
      held either jointly or solely by any Shareholder or in respect of any
      dividends, bonuses or other monies due or payable or accruing due or that
      may become due or payable to such Shareholder by the Company on or in
      respect of any Shares registered as aforesaid or for or on account of in
      respect of any Shareholder and whether in consequence of (a) the death of
      such Shareholder, (b) the non-payment of any income tax or other tax by
      such Shareholder, (c) the non-payment of any estate, probate, succession,
      death, stamp, or other duty by the executor or administrator of such
      Shareholder or by or out of his estate, or (d) any other act or thing, in
      every such case (except to the extent that the rights conferred upon
      holders of any class of Shares render the Company liable to make
      additional payments in respect of sums withheld on account of the
      foregoing):

            (i)   the Company shall be fully indemnified by such Shareholder or
                  his executor or administrator from all liability;

            (ii)  the Company shall have a lien upon all dividends and other
                  monies payable in respect of the Shares registered in the
                  Register of Members as held either jointly or solely by such
                  Shareholder for all monies paid or payable by the Company in
                  respect of such Shares or in respect of any dividends or other
                  monies as aforesaid thereon or for or on account or in respect
                  of such Shareholder under or in consequence of any such law
                  together with interest thereon (at a rate not exceeding that
                  permissible under applicable law) from the date of payment to
                  the date of repayment and may deduct or set off against such
                  dividends or other monies payable as aforesaid any monies paid
                  or payable by the Company as aforesaid together with interest
                  as aforesaid;

            (iii) the Company may recover as a debt due from such Shareholder,
                  or his executor or administrator wherever constituted, any
                  monies paid by the Company under or in consequence of any such
                  law and interest thereon at the rate and for the period
                  aforesaid in excess of any dividends or other monies as
                  aforesaid then due or payable by the Company; and

            (iv)  the Company may, if any such money is paid or payable by it
                  under any such law as aforesaid, refuse to register a transfer
                  of any shares by any such Shareholder or his executor or
                  administrator until such money and interest as aforesaid is
                  set off or deducted as aforesaid, or in case the same exceeds
                  the amount of any such
<PAGE>
                  dividends or other monies as aforesaid then due or payable by
                  the Company, until such excess is paid to the Company.

      Subject to the rights conferred upon the holders of any class of Shares,
      nothing herein contained shall prejudice or affect any right or remedy
      that any law may confer or purport to confer on the Company and as between
      the Company and every such Shareholder as aforesaid, his estate
      representative, executor, administrator and estate wheresoever constituted
      or situate, any right or remedy that such law shall confer or purport to
      confer on the Company shall be enforceable by the Company.

                              CERTAIN SUBSIDIARIES

135.  Notwithstanding any other provision of these Articles to the contrary, if
      the Company is required or entitled to vote at a general meeting of any
      direct subsidiary of the Company that is organized under the laws of a
      jurisdiction outside the United States of America, the Board of Directors
      shall refer the subject matter of the vote to the Shareholders of the
      Company at a general meeting (subject to Article 20) and seek authority
      from the Shareholders for the Company's corporate representative or proxy
      to vote in favour of the resolution proposed by the subsidiary, unless the
      subsidiary is or has elected to be disregarded from its owner for United
      States federal income tax purposes and does not own, directly or
      indirectly, any subsidiary organized under the laws of a jurisdiction
      outside the United States of America that is treated as a corporation for
      United States federal income tax purposes (each such non-United States
      subsidiary that is not disregarded, or that is disregarded but owns,
      directly or indirectly, a non-United States subsidiary that is treated as
      a corporation for such purposes, a "Non-U.S. Regarded Subsidiary"). The
      Board of Directors shall cause the Company's corporate representative or
      proxy to vote the Company's shares in the Non-U.S. Regarded Subsidiary pro
      rata to the votes received at the general meeting of the Company, with
      votes for or against the directing resolution being taken, respectively,
      as an instruction for the Company's corporate representative or proxy to
      vote the appropriate proportion of its shares for and the appropriate
      proportion of its shares against the resolution proposed by the Non-U.S.
      Regarded Subsidiary; provided, however, that the foregoing shall not apply
      to any subject matter regarding a U.S. indirect subsidiary of the Company
      that is required to be voted on by a Non-U.S. Regarded Subsidiary of the
      Company as the shareholder of such U.S. subsidiary, and shall apply to a
      vote of the Company as shareholder of a disregarded subsidiary that
      directly or in directly owns non-United States subsidiaries treated as
      corporations for United States federal income tax purposes only if the
      subject matter of such vote pertains to such non-United States
      subsidiaries treated as corporations.

136.  Notwithstanding Article 135, the Board of Directors in its sole and
      absolute discretion shall require that the Bye-laws or Articles of
      Association, or similar organizational documents, of each Non-U.S.
      Regarded Subsidiary, whether currently in existence or organized following
      the date hereof, shall contain provisions substantially similar to
      Articles 135 and 136. The Company shall enter into agreements with each
      such Non-U.S. Regarded Subsidiary, as reasonably necessary, to effectuate
      or implement this Article 136.

                            NON-RECOGNITION OF TRUSTS

137.  No person shall be recognised by the Company as holding any Share upon any
      trust and the Company shall not, unless required by law, be bound by or be
      compelled in any way to recognise (even when having notice thereof) any
      equitable, contingent or future interest in any of its Shares or any other
      rights in respect thereof except an absolute right to the entirety thereof
      in each Shareholder registered in the Register of Members.

                                   WINDING UP

138.  In the event of any liquidation, dissolution or winding up, holders of
      Common Shares shall be entitled to receive distributions in proportion to
      the number of Common Shares held by such holder, without regard to class.
<PAGE>
139.  If the Company shall be wound up the liquidator may, subject to the
      preferences and priorities of the shares issued in the capital of the
      Company, with the sanction of an Ordinary Resolution of the Company divide
      amongst the Shareholders in specie or kind the whole or any part of the
      assets of the Company (whether such assets shall consist of property of
      the same kind or not) and may, for such purpose set such value as he deems
      fair upon any property to be divided as aforesaid and may determine how
      such division shall be carried out as between the Shareholders or
      different classes of Shares. The liquidator may, with the like sanction,
      vest the whole or any part of such assets in trustees upon such trusts for
      the benefit of the contributories as the liquidator, with the like
      sanction, shall think fit, but so that no Shareholder shall be compelled
      to accept any Shares or other securities whereon there is any liability.

                      AMENDMENT OF ARTICLES OF ASSOCIATION

140.  Subject to the Companies Law and the rights attaching to the various
      classes of Shares, the Company may at any time and from time to time by
      Special Resolution alter or amend these Articles in whole or in part.

                       REGISTRATION BY WAY OF CONTINUATION

141.  The Company may by Special Resolution resolve to be registered by way of
      continuation in a jurisdiction outside the Cayman Islands or such other
      jurisdiction in which it is for the time being incorporated, registered or
      existing. In furtherance of a resolution adopted pursuant to this Article
      141, the Board of Directors may cause an application to be made to the
      Registrar of Companies to deregister the Company in the Cayman Islands or
      such other jurisdiction in which it is for the time being incorporated,
      registered or existing and may cause all such further steps as it
      considers appropriate to be taken to effect the transfer by way of
      continuation of the Company.