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                                                                     EXHIBIT 2.1



                     TERRITORY OF THE BRITISH VIRGIN ISLANDS

                   INTERNATIONAL BUSINESS COMPANIES ACT, 1984

                                  A M E N D E D

                            MEMORANDUM OF ASSOCIATION
                                       OF

                            NAM TAI ELECTRONICS, INC.

1.       The name of the Company is Nam Tai Electronics, Inc.

2.       The Registered Office of the Company is McNamara Chambers, P.O. Box
         3342, Road Town, Tortola, British Virgin Islands or at such other place
         within the British Virgin Islands as the Directors may from time to
         time determine.

3.       The Registered Agent of the Company in the British Virgin Islands is
         McNamara Corporate Services Limited, whose address is P.O. Box 3342,
         Road Town, Tortola, British Virgin Islands.

4.       The object or purpose for which the Company is established is to engage
         in any act or activity that is not prohibited under any law for the
         time being in force in the British Virgin Islands.

5.       Without prejudice to the generality of clause 4 hereof and subject
         thereof, the Company has power to do any and all acts to carry on any
         business or businesses whatsoever and to engage in any activities which
         may conveniently be carried on with or be conducive to the attainment
         of the Company's objects or purposes, including the power to enter into
         any contract or undertaking whether directly or indirectly for the
         benefit or profit of the Company and to settle the Company's assets or
         property or any part thereof in trust or transfer the same to any other
         Company whether for the protection of its assets or not, and with
         respect to the transfer, the Directors may provide that the Company,
         its creditors, its members or any person having a direct or indirect
         interest in the Company or any of them may be the beneficiaries,
         creditors, members, certificate holders, partners or holders of any
         other similar interest.

6.       The Company has no power to -

         (i)      carry on business with persons resident in the British Virgin
                  Islands except as provided by the Act,





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         (ii)     own an interest in real property situate in the British Virgin
                  Islands, or other than a lease of property for use as an
                  office from which to communicate with members or where books
                  and records of the Company are prepared or maintained,

         (iii)    accept banking deposits,

         (iv)     accept contracts of insurance.

7.       Shares in the Company shall be issued in the currency of the United
         States dollar.

8.       The Company shall have an authorized capital of US200,000.00 divided
         into 20,000,000 shares with a par value of US$0.01 each.

9.       The Company shall have one class of one series comprising ordinary
         common shares of US$0.01 par value.

10.      In as much as more than one class or more than one series of shares are
         authorized to be issued, the Directors shall have the authority and the
         power to fix by a resolution of directors the designations, powers,
         preferences, rights, qualifications, imitations and restrictions if any
         appertenant to that class or series of shares.

11.      The number of shares into which the share capital is divided may be
         issued as registered nominative shares or as shares issued to bearer.

12.      Registered nominative shares may be exchanged and converted into shares
         issued to bearer and shares issued to bearer may be exchanged and
         converted into registered nominative shares..

13.      Any notice or other information required by the Act to be given to the
         holder of shares issued to bearer shall be given by publishing the same
         in a newspaper of general circulation in the British Virgin Islands or
         in such other newspaper if any as the Company may from time to time by
         resolution of directors determine.

14.      The Memorandum and Articles of Association of the Company may be
         amended by a resolution of members or a resolution of directors.






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We, Tortola Corporation Company Limited of P.O. Box 662, Citco Building,
Wickhams Cay, Road Town, Tortola for the purpose of incorporating an
International Business Company under the laws of the British Virgin Islands
hereby subscribe our name to this Memorandum of Association this 12th day of
August, 1987 in the presence of:

Witness                                    (Sgd.) J. Caminada
                                           Tortola Corporation Company Limited
Daphne Wattley
Road Town, Tortola
British Virgin Islands

Secretary
(Sgd.) D. Wattley






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                     TERRITORY OF THE BRITISH VIRGIN ISLANDS

                  THE INTERNATIONAL BUSINESS COMPANIES ACT 1984

                                  A M E N D E D

                             ARTICLES OF ASSOCIATION

                                       OF

                            NAM TAI ELECTRONICS, INC.



1.       The following Regulations constitute the Regulations of the Company. In
         these Articles words and expressions defined in the Intentional
         Business Companies Act ("the Act") shall have the same meaning and,
         unless otherwise required by the context, the singular shall include
         the plural and vice-versa, the masculine shall include the feminine and
         neuter and references to persons shall include corporations and all
         legal entities capable of having a legal existence.

                                     SHARES

2.       Subject to the provisions of these Articles the unissued shares of the
         Company (whether forming part of the original or any increased
         authorized capital) shall be at the disposal of the Directors who may
         offer, allot, grant options over or otherwise dispose of them to such
         persons at such times and for such consideration and upon such terms
         and conditions as the directors may determine.

3.       No shares hall be issued except as fully paid up.

4.       The name and address for every person being the holder of registered
         nominative shares, their class or series and the date when they became
         or ceased to become a member shall be entered as a member in the share
         register.

5.       Every person whose name is entered as a member in the share register
         being the holder of registered nominative shares, shall, without
         payment, be entitled to a certificate specifying the share or shares
         held and the par value thereof, provided that in respect of a
         registered nominative share, or shares, held jointly be 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.

6.       In the case of shares issued to bearer, the share register shall
         contain the total number of each class and series of shares so issued
         and with respect to each certificate therefor, the identifying number,
         the number of each class or series of shares issued to bearer specified
         therein and the date of issue of the certificate.





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7.       Every person to whom shares to bearer must hold a certificate
         specifying the share or shares and the par value thereof.

8.       Registered nominative shares may pursuant to a resolution of directors
         be exchanged and converted into shares issued to bearer.

9.       Shares issued to bearer may pursuant to a resolution of directors and
         on the giving of such indemnity as the Company be resolution of
         directors may reasonably require be exchanged and converted into
         registered nominative shares.

10.      The bearer of a certificate representing shares issued to bearer shall
         for all purposes be deemed to be the owner of the shares comprised in
         such certificate.

11.      If a certificate is worn out or lost it may be renewed on production of
         the worn out certificate, or on satisfactory proof of its loss together
         with such indemnity as the directors may reasonably require. Any member
         receiving a share certificate shall indemnify and hold the Company and
         its officers harmless from any loss or liability which it or they may
         incur by reason of wrongful or fraudulent use or representation may by
         any person by virtue of the possession such certificate.

                      SHARE CAPITAL AND VARIATION OF RIGHTS

12.      Without prejudice to any special rights previously conferred on the
         holders of any existing shares or class of shares, any share in the
         Company may be issued with such preferred, deferred or other special
         rights or such restrictions, whether in regard to dividend, voting,
         return of capital or otherwise as the directors may from time to time
         determine.

13.      Subject to the provisions of the Act, any shares may be purchased,
         redeemed or acquired by the Company on such terms and in such manner as
         the directors may determine.

         13.1    (a)       For the purposes of Regulation 13.1 of these
                           Articles the following defined terms have the
                           meanings indicated:

                           "Beneficial owner," "beneficial ownership" or
                           "beneficially owned," in the context of a Person
                           whose shares may be redeemed shall be ascertained in
                           accordance with Rule 13d-3 of Regulation 13D
                           promulgated by the U.S. Securities and Exchange
                           Commission pursuant to the U.S. Securities Exchange
                           Act of 1934, as amended, or any successor to that
                           Rule.

                           "Date Fixed for Redemption" shall have the meaning
                           specified in Regulation 13.1(b) of these Regulations.




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                           "Fair Market Value" of the shares to be redeemed
                           means the product of the number of shares redeemed
                           multiplied by the Redemption Price.

                           "Judgment" means a judgment (i) for a liquidated
                           amount in a civil matter; (ii) that is final and
                           conclusive and has not been stayed or satisfied in
                           full; (iii) that is not directly or indirectly for
                           the payment of taxes, penalties, fines or charges of
                           a like nature; (iv) that is not obtained by actual or
                           constructive fraud or duress; (v) in which the
                           rendering court has taken jurisdiction on grounds
                           that are recognized by the common law rules of the
                           British Virgin Islands; (vi) in which proceedings it
                           was obtained were not contrary to natural justice or
                           the public policy of the British Virgin Islands;
                           (vii) in which the Person against whom the judgment
                           is given is subject to the jurisdiction of the court
                           rendering the judgment; and (viii) is not on a claim
                           for contribution in respect of damages awarded by a
                           judgment which does not satisfy the foregoing.

                           "Judgment Amount" means the sum of (i) the liquidated
                           amount of the Judgement, (ii) interest thereon at the
                           legal rate of the jurisdiction in which it was
                           entered from the date of such entry through the Date
                           Fixed for Redemption, and (iii) reasonable expenses
                           of the Company (including its reasonable attorney
                           fees, court costs, administration and overhead costs,
                           and any other related expenses) of enforcing the
                           Judgment and/or redeeming its shares to satisfy the
                           same, less the sum of any amounts thereto fore paid
                           on, or credited against, the Judgment.

                           "Notice" shall have the meaning specified in
                           Regulation 13.1(b) of these Regulations.

                           "Person" means any natural person, corporation,
                           company incorporated under the International Business
                           Companies Act of the British Virgin Islands, limited
                           liability company, general partnership, limited
                           partnership, proprietorship, other business
                           organization, trust, union, association or other
                           "person" defined in the International Business
                           Companies Act of the British Virgin Islands.





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                           "Redemption Price" means (i) if the class of shares
                           to be redeemed is traded in the over-the-counter
                           market in the U.S. and not in The Nasdaq National
                           Market nor on any national securities exchange in the
                           U.S., the average of the per share closing bid prices
                           of the shares on the 20 consecutive trading days
                           immediately preceding the Date Fixed for Redemption,
                           as reported by The Nasdaq Small Cap Market (or an
                           equivalent generally accepted reporting service if
                           quotations are not reported on The Nasdaq Small Cap
                           Market), or (ii) if the class of shares to be
                           redeemed is traded in The Nasdaq National Market or
                           on a national securities exchange in the U.S., the
                           average for the 20 consecutive trading days
                           immediately preceding the Date Fixed for Redemption
                           of the daily per share closing prices of the shares
                           in The Nasdaq National Market or on the principal
                           stock exchange in the U.S. on which they are listed,
                           as the case may be. For purposes of clause (i) above,
                           if trading in the shares is not reported by The
                           Nasdaq Small Cap Market, the bid price referred to in
                           said clause shall be the lowest bid price as reported
                           in the Nasdaq Electronic Bulletin Board or, if not
                           reported thereon, as reported in the "pink sheets"
                           published in the U.S. by National Quotation Bureau,
                           Incorporated, and, if such shares are not so reported
                           shall be the price of a share determined by the
                           directors in good faith. The closing price referred
                           to in clause (ii) above shall be the last reported
                           sale price or, in the case no such reported sale
                           takes place on such day, the average of the reported
                           closing bid and asked prices, in either case in The
                           Nasdaq National Market or on the national securities
                           exchange in the U.S. on which the class of shares is
                           then listed.

                           "U.S." shall mean the United States of America.

                 (b)       Without limiting the generality of Regulation 13
                           of these Articles, in the furtherance thereof and in
                           addition to any other rights or remedies available to
                           the Company at law or in equity, the Company may at
                           any time and from time to time redeem, at the
                           Redemption Price per share, all or any of its
                           outstanding shares beneficially owned by any Person,
                           or registered in the name of any Person whose name is
                           entered as a member in the share register, against
                           whom the Company has a Judgment. At least 30 calendar
                           days before the date fixed for redemption as
                           determined by resolution of the directors (the "Date
                           Fixed for Redemption"), a written redemption notice
                           (the "Notice") shall be sent to each beneficial owner
                           and registered holder (if different, from the
                           beneficial owner) whose shares are to be redeemed by
                           first-class mail, postage prepaid, at the address of
                           the beneficial owner and registered holder (if
                           different, from the beneficial owner) as shown on the
                           records of the Company, stating: (i) the class(es) of
                           shares




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                           and the number of shares in each such class to be
                           redeemed from the beneficial owner, (ii) the Date
                           Fixed for Redemption, (iii) information on the method
                           to be used to determine Redemption Price in
                           accordance with Regulation 13.1(a) of these Articles,
                           (iv) the Judgment Amount and (v) the address of the
                           place where the certificates for the shares to be
                           redeemed shall be surrendered for redemption. On or
                           before the Date Fixed for Redemption, each beneficial
                           owner and registered holder (if different, from the
                           beneficial owner) of the shares to be redeemed shall
                           surrender the certificates representing these shares
                           to the Company at the place so designated therefor in
                           the Notice unless the Judgment Amount has theretofore
                           been satisfied in full. On the Date Fixed for
                           Redemption the Company shall pay the Redemption Price
                           for the shares redeemed by offsetting the Fair Market
                           Value of the shares redeemed against the Judgment
                           Amount. If the Fair Market Value of the shares
                           redeemed exceeds the Judgment Amount, then new
                           certificates representing the number of shares
                           determined by dividing such excess by the Redemption
                           Price (and rounding the quotient down to the nearest
                           whole share) shall be issued to the Person whose
                           shares were redeemed. In lieu any fractional shares
                           otherwise issuable, the Company shall pay an amount
                           equal to the Redemption Price multiplied by the
                           fraction. If the Fair Market Value of the shares
                           redeemed is insufficient to fully satisfy the
                           Judgment Amount, the Company shall retain the right
                           to pursue all of its rights and remedies otherwise
                           available to satisfy the deficiency. If the Notice is
                           given in the manner provided in this Regulation,
                           whether or not the certificates covering these shares
                           are surrendered, all rights with respect to the
                           redeemed shares shall terminate except for the right
                           of the Person whose shares are so redeemed to receive
                           credit by offset against the Judgment Amount as
                           herein provided. Unless the certificates covering
                           these shares are received by the company at the place
                           so designated the Judgment Amount will not be deemed
                           to have been satisfied in full.

14.      If at any time the authorised share capital is divided into different
         classes or series of shares, the rights attached to any class or series
         (unless otherwise provided by the terms of issue of the shares of that
         class or series) may, whether or not the Company is being wound up, be
         varied with the consent in writing of the holders of not less than
         three fourths of the issued shares of any other class or series of
         shares which may be affected by such variation.

15.      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 by the creation or issue of further shares ranking pari
         passu therewith.




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16.      No notice of a trust, whether expressed, implied or constructive, shall
         be entered on the share register.

                               TRANSFER OF SHARES

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

18.      Shares issued to bearer may be transferred by delivery of the
         certificate representing such shares.

19.      The directors shall have power to close the Share Register for such
         period as they shall think fit, but not exceeding 90 days in any one
         year.

                             TRANSMISSION OF SHARES

20.      (i)      The personal representatives, guardian or trustee as the case
                  may be deceased, incompetent or bankrupt sole holder of a
                  registered nominative share shall be the only persons
                  recognised by the Company as having any title to the share. In
                  the case of a share registered in the names of two or more
                  holders, the survivor or survivors, and the personal
                  representative, guardian or trustee as the case may be of the
                  deceased, incompetent or bankrupt, shall be the only persons
                  recognised by the company as having any title to the share but
                  they shall not be entitled to exercise any rights as a member
                  of the Company until they have proceeded as set forth in the
                  following Regulations.

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

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





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                            ACQUISITION OF OWN SHARES

22.      Subject to the provisions of the Act, the Company may purchase, redeem
         or otherwise acquire any of its own shares for such consideration as
         the Company by resolution of directors considers fit, and either cancel
         or hold such shares as treasury shares. The Company may dispose of any
         shares held as treasury shares on such terms and conditions as the
         Company by a resolution of directors may from time to time determine.
         Shares may be purchased or otherwise acquired by the Company in
         exchange for newly issued shares in the Company.

23.      Subject to the provisions of the Act as to reduction of capital the
         Company may be resolution of directors amend its Memorandum of
         Association to increase or reduce its authorised capital.

24.      Any capital raised by the creation of new shares shall be considered as
         part of the original capital, and shall be subject to the same
         provisions as if it had been part of the original capital.

25.      The Company may amend its Memorandum of Association to

         (a)      consolidate all or any of its share capital into shares of
                  larger amount than its existing shares;

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

         (c)      sub-divide its shares or any of them into shares of smaller
                  amount than is fixed by the Memorandum of Association and so
                  that subject to the provisions of Regulation 14 the resolution
                  whereby any share is sub-divided may determine that as between
                  the holders of the shares resulting from such sub-division one
                  or more of the shares may have such preferred or other special
                  rights over or may have such qualified or deferred rights or
                  be subject to any such restrictions as compared with the other
                  or others as the Company has power to attach to unissued or
                  new shares;

         (d)      subject to the provisions of the Act, reduce its issued share
                  capital or any capital represented by the capital redemption
                  reserve fund or by the share premium account in any manner.

26.      Where any difficulty arises in regard to any consolidation and division
         under Regulation 25, the Company by a resolution of directors may
         settle the same as it thinks expedient.





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                               MEETINGS OF MEMBERS

27.      The directors may convene meetings of the members of the Company at
         such times and in such manner and places as the directors consider
         necessary or desirable, and they shall convene such a meeting upon the
         written request of members holding more than 30 percent of the votes of
         the outstanding voting shares in the Company.

28.      At least seven days notice specifying the place, the day and the hour
         of the meeting and the general nature of the business to be conducted
         shall be given to such persons whose names on the date the notice is
         given appear as members in the share register of the Company.

29.      In the case of shares issued to bearer, the directors shall at least 14
         days prior to the date of the meeting cause notice of the same,
         specifying the place, the day and the hour of the meeting and the
         general nature of the business to be conducted, to be published in the
         manner prescribed by the Memorandum of Association.

30.      A meeting of the members shall be deemed to have been validly called,
         notwithstanding that is called in contravention of the requirement to
         give notice in Regulations 28 and 29 if shorter notice of the meeting
         is agreed by members holding not less than 90 percent of the total
         number of shares having a right to attend and vote at the meeting, or
         if all such members have waived notice of the meeting.
         Presence at the meeting shall be deemed to constitute waiver.

31.      The inadvertent failure of the directors to give notice of a meeting to
         a member or to the agent or attorney as the case may be, or the fact
         that a member or such agent or attorney has not received the notice,
         does not invalidate the meeting.

32.      A member may be represented at a meeting of members by proxy. The
         instrument appointing a proxy shall be in such form as the Chairman of
         the meeting shall accept and shall be produced at the place appointed
         for the meeting before the time for holding the meeting at which the
         person named in such instrument proposes to vote.

33.      In the case of shares issued to bear, the holder of such shares may
         vote:

         in person, by producing the Certificate representing such shares to the
         Chairman of the meeting at which the holder proposes to vote;

         by proxy, by depositing the certificate with a law firm appointed in
         writing by the Company or with a recognised bank or trust company which
         shall give a certificate of deposit and voting instructions in the form
         below:-





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                             CERTIFICATE OF DEPOSIT

                                       AND

                               VOTING INSTRUCTIONS



         The Undersigned hereby declares and certifies that bearer-share
         certificate(s), representing shares of the share capital of

         (the "Company"), an International Business Company organised under the
         laws of the British Virgin Islands, is/are being held by the
         Undersigned on behalf of the owner(s) of the said shares, who have
         authorised the Undersigned to represent the said share with full power
         of substitution at a shareholder's meeting to be held with the
         following agenda:

   ( )   In the transaction of such other business as may properly come before
         meeting.

         To cast their votes on each of the above mentioned agenda matters at
         the meeting, and to designate any third party to act in and on its
         behalf as the representatives of the said shareholders and these shares
         at the meeting; and the Undersigned with continue to keep the said
         shares in safekeeping until the date indicated above.

         In accordance with this power authority, the Undersigned hereby
         designates and appoints Messrs........................................
         ................................. and each of them with full power of
         substitution to represent the Undersigned and said shareholders and to
         so vote the said shares at the meeting of shareholders of the Company
         to be held at

         IN WITNESS WHEREOF, the Undersigned has caused this certificate to be
         duly executed this _____ day of ________ __, 19__.


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

                                           NAME OF BANK OR TRUST COMPANY
                                           NAME OF LAW FIRM


                       PROCEEDINGS AT MEETINGS OF MEMBERS

34.      No business shall be transacted at any meeting of members unless a
         quorum of members is present at the time when the meeting proceeds to
         business. A quorum shall consist of one or more members present in
         person or by proxy representing at least one half of the votes of the
         shares of each class or series of share entitled to vote as a class or
         series and the same proportion of the votes of the remaining shares
         entitled to vote.




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

36.      The Chairman, if any, of the board of directors shall preside as
         Chairman at every general meeting of the Company.

37.      If there is no such Chairman, or if at any meeting he is not present
         within fifteen minutes after the time appointed for holding the
         meeting, the members present shall choose someone of their number to be
         chairman.

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

39.      All shares vote as one class and each whole share has one vote. If two
         or more persons are jointly entitled to a registered nominative share
         and if more than one of such persons is desirous of voting at the
         meetings whether in person or by proxy, the vote of that person whose
         name appears first among such voting joint holders in the share
         register alone shall be counted.

40.      A member may be present at a meeting if he participates by telephone or
         other electronic means and all members participating at the meeting are
         able to hear each other.

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





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42.      Unless a poll be so demanded, a declaration by the Chairman that a
         resolution has, on a show of hands, been carried, and an entry to that
         effect in the book containing the minutes of the proceedings of the
         Company, shall be sufficient evidence of the fact, without proof of the
         number or proportion of the votes recorded in favour of or against such
         resolution.

43.      If a poll demanded it shall be taken in such manner as the Chairman
         directs, and the result of the poll shall be deemed to be the
         resolution of the meeting at which the poll was demanded. The demand
         for a poll may be withdrawn.

44.      A resolution which has been notified to all members for the time being
         entitled to vote and which has been approved by a majority of the votes
         of those members in the form of one or more documents in writing by
         telex, telegram, cable or other written electronic communication shall
         without the need for any notice, become effectual as at the dates
         thereof as a resolution of the members.

45.      Any person other than an individual shall be regarded as one member and
         subject to Regulation 46 the right of any individual to speak for or
         represent such member shall be determined by the law of the
         jurisdiction where, and by the documents by which, the person is
         constituted or derives its existence. In case of doubt, the directors
         may in good faith seek legal advice from any qualified person and
         unless and until a court of competent jurisdiction shall otherwise
         rule, the directors may rely and act upon such advice without incurring
         any liability to any member.

46.      Any person other than an individual which is a member of the Company
         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 members of the Company, and
         the person so authorised shall be entitled to exercise the same powers
         on behalf of the person which he represents as that person could
         exercise if it were an individual member of the Company.

                                    DIRECTORS

47.      The first director or directors shall be elected by the subscriber to
         the Memorandum of Association. Thereafter, the directors, other than in
         the case of a vacancy, shall be elected by the members for such term as
         the members may determine and may be removed by them.

48.      The number of the directors shall be not less than one nor more than
         eight.

49.      Each director holds office according to the terms of his appointment
         until his successor takes office or until his earlier death,
         resignation or removal.

50.      A vacancy in the board of directors may be filled by the appointment of
         a new director pursuant to a resolution of members or of a majority of
         the remaining directors.





                                       11
<PAGE>   15


51.      A director shall not require a share qualification, but nevertheless
         shall be entitled to attend and speak at any meeting of the members and
         at any separate meeting of the holders of any class of shares in the
         Company.

52.      A director by writing under his and deposited at the Registered Office
         of the Company may from time to time appoint another director or any
         other person to be his alternate. Every such alternate shall be
         entitled to be given notice of meetings of the directors and to attend
         and vote as a director at any such meeting at which the director
         appointing him is not personally present and generally at such meeting
         to have and exercise all the powers, rights, duties and authorities of
         the director appointing him. Every such alternate shall be deemed to be
         an officer of the Company and shall not be deemed to be an agent of the
         director appointing him. If undue delay or difficulty would be
         occasioned by giving notice to a director of a resolution of which his
         approval is sought in accordance with Regulation 80 his alternate (if
         any) shall be entitled to signify approval of the same on behalf of
         that director. A director by writing under his hand deposited at the
         Registered Office of the company may at any time revoke the appointment
         of an alternate appointed by him. If a director shall die or cease to
         hold the office of director, the appointment of his alternate shall
         thereupon cease and terminate.

53.      The directors may, by resolution of directors, fix the emoluments of
         directors in respect of services rendered or to be rendered in any
         capacity to the company. The directors may also be paid such
         travelling, hotel and other expenses properly incurred by them in
         attending and returning from meetings of the directors, or any
         committee of the directors or meetings of the members, or in connection
         with the business of the Company as shall be approved by resolution of
         directors.

54.      Any director who, by request, goes or resides abroad for any purposes
         of the Company or who performs services which in the opinion of the
         Board go beyond the ordinary duties of a director, may be paid such
         extra remuneration (whether by way of salary, commission, participation
         in profits or otherwise) as shall be approved by resolution of
         directors.

55.      The Company may pay to a director who at the request of the Company
         holds any office (including a directorship) in, or renders services to
         any company in which the Company may be interested, such remuneration
         (whether by way of salary, commission, participation in profits or
         otherwise) in respect of such office or services as shall be approved
         by resolution of directors.

56.      The office of director shall be vacated if the director:-

         (a)      is removed from office by resolution of members or

         (b)      becomes bankrupt or makes any arrangement or composition with
                  his creditors generally, or




                                       12
<PAGE>   16

         (c)      becomes of unsound mind, or of such infirm health as to be
                  incapable of managing his affairs, or

         (d)      resigns his office by notice in writing to the Company.

57.      A director may hold any other office or position of profit under the
         Company (except that of auditor) in conjunction with his office of
         director, and may act in a professional capacity to the Company on such
         terms as to remuneration and otherwise as the directors shall arrange.

58.      A director may be or become a director other officer of, or otherwise
         interested in any company promoted by the Company, or in which the
         Company may be interested, as a member or otherwise, and no director
         shall be accountable for any remuneration or other benefits received by
         him as director or officer or from his interest in such other company.
         The directors may also exercise the voting powers conferred by the
         shares in any other company held or owned by the Company in such manner
         in all respects as they think fit, including the exercise thereof in
         favour of any resolutions appointing them, or any of their number,
         directors or officers of such other company, or voting or providing for
         the payment of remuneration to the directors or officers of such other
         company. A director may vote in favour of the exercise of such voting
         rights in manner aforesaid, notwithstanding that he may be, or be about
         to become, a director or officer of such other company, and as such in
         any other manner is, or may be, interested in the exercise of such
         voting rights in manner aforesaid.

59.      No director shall be disqualified by reason of his office from
         contracting with the Company, either as vendor, purchase or otherwise,
         nor shall any such contract or arrangement entered into by or on behalf
         of the Company in which any director shall be in any way interested by
         avoided, nor shall nay 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 relationship thereby established. The nature of a
         director's interest must be declared by him at the meeting of the
         directors at which the question of entering into the contract or
         arrangement is first taken into consideration, and if the director was
         not at the date of that meeting interested in the proposed contract or
         arrangement, or shall become interested in a contract or arrangement
         after it is made, he shall forthwith after becoming so interested
         advise the Company in writing of the fact and nature of his interest. A
         general notice to the directors by a director that he is a member of a
         specified firm or company, and is to be regarded as interested in any
         contract or transaction which may, after the date of notice, be made
         with such firm or company shall (if such director shall give the same
         at a meeting of the directors, or shall take reasonable steps to secure
         that the same is brought up and read at the next meeting of directors
         after it is given) be a sufficient declaration of interest in relation
         to such contract or transaction with such firm or company.




                                       13
<PAGE>   17


60.      A director may be counted as one of a quorum upon a motion in respect
         of any contract or arrangement which he shall make with the Company, or
         in which he is so interested as aforesaid, and may vote upon such
         motion. However, if the agreement or transaction cannot be approve by a
         resolution of directors without counting the vote or consent of any
         interested director the agreement or transaction may only be validated
         by approval or ratification by a resolution of members.

                                    OFFICERS

61.      (i)      The Company may, by a resolution of directors, appoint
                  officers of the Company at such times as shall be considered
                  necessary or expedient, and such officers may consist of a
                  President one or more Vice-Presidents, a Secretary and a
                  Treasurer and such other officers as may from time to time be
                  deemed desirable. The officers shall perform such duties as
                  shall be prescribed at the time of their appointment subject
                  to any modification in such duties as may be prescribed by the
                  directors thereafter, but in the absence of any specific
                  allocation of duties it shall be the responsibility of the
                  President to manage the day to day affairs of the Company, the
                  Vice-Presidents to act in order of seniority in the absence of
                  the President but otherwise to perform such duties as may be
                  delegated to them by the President, the Secretary to maintain
                  the registers, minute books and records (other than financial
                  records) of the Company and to ensure compliance with all
                  procedural requirements imposed on the Company by applicable
                  law, and the Treasurer to be responsible for the financial
                  affairs of the Company.

         (ii)     Any person may hold more than one office and officer need be a
                  director or member of the Company. The officers shall remain
                  in office until removed from office by the directors whether
                  or not a successor is appointed.

62.      Any officer who is a body corporate may appoint any person its duly
         authorised representative for the purpose of representing it and
         transacting any of the business of the officers.

63.      The Registered Agent may certify to whom it may concern the names and
         addresses of the directors and officers of the Company and the terms of
         their encumbency.






                                       14
<PAGE>   18


                               POWERS OF DIRECTORS


64.      The business and affairs of the Company shall be managed by the
         directors who may pay all expenses incurred preliminary to and in
         connection with the formation and registration of the Company, and may
         exercise all such powers of the Company as are not by the Act or by
         these Regulations required to be exercised by the members subject to
         any delegation of such powers as may be authorised by these Regulations
         and to such requirements as may be prescribed by resolution of the
         members; but no requirement made by resolution of the members shall
         invalidate any prior act of the directors which would have been valid
         if such requirement had not been made. Notwithstanding the generality
         of the foregoing the Company may by resolution of directors exercise
         the several powers granted to it by Section 9 of the Act and by the
         Memorandum of Association to inter alia transfer any of its assets in
         trust.

65.      The Board may entrust to and confer upon any director or officer any of
         the powers exercisable by it upon such terms and conditions and with
         such restrictions as it thinks fit, and either collaterally with, or to
         the exclusion of, its own powers, and may from time to time revoke,
         withdraw, alter or vary all or any of such powers. The directors may
         delegate nay of their powers to committees consisting of such member or
         members of their body as they think fit; any committee so formed shall
         in the exercise of the powers so delegated conform to any regulations
         that may be imposed on it by the directors.

66.      The Company may from time to time and at any time by resolution of
         directors 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 any discretions (not exceeding those vested in or
         exercisable by the directors under these Regulations) and for such
         period and subject to such conditions as they may think fit, and any
         such powers of attorney may contain such provisions for the protection
         and convenience of persons dealing with any such attorney as the
         directors may think fit and may also authorise any such attorney to
         delegate all or any of the powers, authorities and discretions vested
         in him.

67.      Any director who is a body corporate may appoint any person its duly
         authorised representative for the purpose of representing it at Board
         Meetings and of transacting any of the business of the directors.

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




                                       15
<PAGE>   19


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

70.      Subject to Regulation 48 the continuing directors may act
         notwithstanding any vacancy in their body.

                            PROCEEDINGS OF DIRECTORS

71.      The directors may meet together for the despatch of business, adjourn
         and otherwise regulate their meetings as they think fit. Questions
         arising at any meeting shall be decided by a majority of votes; in case
         of an equality of votes the Chairman shall have a second or casting
         vote. A director may at any time summon a meeting of directors.

72.      Provided that there shall be more than one director the quorum for
         directors' meetings shall be one third of the total number of directors
         and a minimum of 7 days notice (exclusive of the day of the meeting)
         shall be given to all directors and alternate directors of any meeting
         of the board unless all the directors or their alternates on their
         behalf shall waive such notice for any particular meeting or any
         director shall waive his right to receive notice. Presence at the
         meeting shall be deemed to constitute waiver.

73.      A sole director shall have full power to represent the Company
         notwithstanding the reference in these Regulations to a Board of
         Directors consisting of more than one person.

74.      The directors may elect a chairman of their meeting and determine the
         period for which he is to hold office, but if no such chairman is
         present at the time appointed for holding the same, the directors
         present shall choose one of their number to be the chairman of such
         meeting.

75.      The directors may, subject to the Act, delegate any of their powers to
         committees consisting of such of their body as they think fit; any
         committee so formed shall, in the exercise of the powers so delegated
         conform to any regulations that may be imposed on it by the directors.

76.      A committee may elect a chairman of its meeting; if no such chairman is
         elected, or if he is not present at the time appointed for holding the
         meeting the members of the committee present shall choose one of their
         number to be chairman of such meeting.




                                       16
<PAGE>   20


77.      A committee may meet and adjourn as it thinks proper. Questions arising
         at any meeting shall be determined by a majority of votes of its
         members present, and in case of an equality of votes, the chairman
         shall have a second casting vote.

78.      All acts done by any meeting of the directors or of a committee of
         directors, or by any person acting as a director, notwithstanding that
         it be afterwards discovered that there was some defect in the
         appointment of any such directors or persons acting as aforesaid, or
         that they or any of them were disqualified are hereby ratified and
         shall be as valid as if every such person had been duly appointed and
         was qualified to be a director.

79.      The directors shall cause the following books to be kept:

         (a)      minutes of all meetings of directors, members and committees
                  appointed by them;

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

         (c)      such other books and records as may be necessary or desirable
                  in their opinion to reflect the financial position of the
                  Company.

80.      A resolution approved by all the directors or members of a committee
         for the time being entitled to receive notice of a meeting of the
         directors or of a committee of the directors and taking the form of one
         or more documents in writing or messages transmitted by teleprinter
         from a duly authenticated source shall be as valid and effectual as if
         it had been passed at a meeting of the directors of such committee duly
         convened and held. Any one or more members of the board of directors or
         any committee thereof may participation a meeting of such board or
         committee by means of a conference telephone or similar communication
         equipment allowing all persons participating in the meeting to hear
         each other at the same time. Participation by such means shall
         constitute presence in person at a meeting.

                                    INDEMNITY

81.      Subject to the provisions of the Act every director or other officer of
         the Company shall be entitled to be indemnified out of the assets of
         the Company against all losses or liabilities which he may sustain or
         incur in or about the execution of the duties of his office or
         otherwise in relation thereto, and no director or other officer shall
         be liable for any loss, damage or misfortune which may happen to, or be
         incurred by the Company in the execution of the duties of his office,
         or in relation thereto provided he acted honestly and in good faith
         with a view to the best interest of the Company and except for his own
         wilful mis-conduct or negligence.





                                       17
<PAGE>   21

                                      SEAL

82.      The directors shall provide for the safe custody of the seal, and every
         instrument to which the seal shall be affixed shall be signed by one or
         more persons so authorised from time to time by the directors. If so
         authorised by resolution of directors, a facsimile of the seal and of
         the signatures of any authorised signatory as is herein provided may be
         reproduced by printing or other means on any instrument and shall have
         the same force and validity as if the seal had been affixed to such
         instrument and the same had been signed as hereinbefore described.

                              DIVIDEND AND RESERVES

83.      The directors may from time to time declare and pay a dividend whether
         interim or final and whether in money or in specie, but no dividend
         shall be declared and paid:-

         (1)      except out of surplus;

         (2)      unless the directors determine that immediately after payment
                  of the dividend;

                  (a)      the Company will be able to satisfy its liabilities
                           as they become due in the ordinary course of its
                           business and

                  (b)      the realisable value of the assets of the Company
                           will not be less than the sum of its total
                           liabilities (other than deferred taxes) as shown in
                           the books of account and of its capital.

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

85.      The directors may deduct from the dividends payable to any shareholder
         all such sums of money as may be due from him to the Company.

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

87.      No dividends shall bear interest as against the Company.

88.      Any one of the joint holders of a share may give a valid receipt to the
         Company, for dividends paid thereon.




                                       18
<PAGE>   22

                                    ACCOUNTS

89.      The books of account shall be kept at the registered office of the
         Company, or at such other place or places as the directors think fit.

90.      The directors may be required by a resolution of members to cause to be
         made out and lay before the Company in a meeting of members at some
         date not later than eighteen months after incorporation of the Company
         and subsequently once at least every calendar year a profit and loss
         account for a period in the case of the first account since
         incorporation of the Company and in any other case, since the preceding
         account, made to a date not earlier than the date of the meeting by
         more than twelve months, and a balance sheet as at the date to which
         the profit or loss of the Company for that financial period, and a true
         and fair view of the state of the affairs of the Company as at the end
         of that fiscal period.

91.      If so required by the members, a copy of such profit and loss account
         and balance sheet shall be served on every member in the manner to that
         prescribed herein for calling a meeting.

                                      AUDIT

92.      The directors may call for the accounts to be examined by an auditor or
         auditors and shall do so if required by a resolution of members.

93.      The auditors shall be appointed by the directors, unless otherwise
         appointed by a resolution of members.

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

95.      The remuneration of the auditors of the Company:-

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

         (b)      subject to the foregoing, shall be fixed by the company by a
                  resolution of members.

96.      The auditors shall examine each profit and loss account and balance
         sheet required to be laid before the Company in accordance with
         Regulation 90 and shall state in a written report whether or not:-

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




                                       19
<PAGE>   23


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

97.      The report of the auditors shall be annexed to the accounts and shall
         be read at the meeting, if any, at which the accounts are laid before
         the Company.

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

99.      The auditors of the Company shall be entitled to receive notice of, and
         to attend any meeting of members of the Company at which the Company's
         profit and loss account and balance sheet are to be presented in
         accordance with Regulation 90.

                   CAPITALISATION OF PROFITS AND BONUS SHARES

100.     The directors may resolve that it is desirable to capitalise any part
         of the amount for the time being standing to the credit of the
         Company's surplus account or otherwise available for distribution as a
         dividend and accordingly that such sum be set free for distribution
         amongst the members who would have been entitled thereto if distributed
         by way of dividend and in the same proportions on condition that the
         same be not paid in cash but applied either in or towards paying up in
         full unissued shares or debentures of the Company to be allotted and
         distributed credited as fully paid to and amongst such members.

101.     A share allotted in accordance with Regulation 100 hereof shall be
         treated for all purposes as having been issued for money equal to the
         surplus that is transferred to capital upon the issue of the share.

102.     In the case of an allotment of authorised but unissued shares with par
         value, an amount equal to the aggregate par value of the shares shall
         be transferred from surplus to capital at the time of the allotment.

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

104.     The allotment of bonus shares shall for the purposes of the Act be
         treated as a dividend of shares.





                                       20
<PAGE>   24


105.     The directors shall make all appropriations and applications of the
         surplus thereby resolved to be capitalised and all allotments and
         issues of fully-paid shares or debentures if any, and generally shall
         do all acts and thinks required to give effect thereto, with full power
         to the directors to ignore fractions altogether or to determine that
         payment be made in cash or otherwise as they think fit in the case of
         shares or debentures becoming distributable in fractions, and also to
         authorise any person to enter on behalf of all the members entitled
         thereto into an agreement with the Company providing for the allotment
         to them respectively, credited as fully paid, of any further shares or
         debentures to which they may be entitled upon such capitalisation, and
         any agreement made under such authority shall be effective and binding
         on all such shareholders. The directors may appoint any person to sign
         on behalf of the person entitled to participate in the distribution any
         contract necessary or desirable for giving effect thereto and such
         appointment shall be effective and binding upon the shareholders.

                                     NOTICES

106.     A notice may be served by the Company upon any registered nominative
         shareholder either personally or by posting it by airmail service in a
         prepaid letter addressed to him at his address as shown in the share
         register or by cable or by telex should the directors think it
         appropriate and in the case of the holders of shares issued to bearer
         notice may be served by the Company in the manner prescribed by the
         Memorandum.

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

108.     Any notice, if served post, shall be deemed to have been served within
         ten days of posting and in proving such service, it shall be sufficient
         to prove that the letter containing the notice was properly addressed
         and put into the Post Office. Notices by cable or by telex shall be
         deemed to have been served 24 hours after despatch.

109.     Notice may be served on the Company by posting it by prepaid service
         addressed to the Company at its Registered Office or to its Registered
         Agent.





                                       21
<PAGE>   25

                        PENSION AND SUPERANNUATION FUNDS

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

                                   WINDING UP

111.     The Company may commence winding up and dissolve by resolution of
         members save that if the Company has never issued shares, by resolution
         of directors. The Company and its liquidator shall wind up the affairs
         of the Company pursuant to the provisions of the Act.

                                   ARBITRATION

112.     Whenever any differences arise between the Company on the one hand and
         any of the shareholders, their executors, administrators or assigns on
         the other hand touching the true intent and construction or the
         incidence or consequences of these presents or of the Act, touching
         anything then or thereafter done or executed, omitted or suffered in
         pursuance of the Act or touching any breach or alleged breach or
         otherwise relating to the premises or to these presents or to any Act
         affecting the Company or to any of the affairs of the Company, such
         difference shall unless the parties agree to refer the same to a single
         arbitrator be referred to two arbitrators shall before entering on the
         reference appoint an umpire.






                                       22
<PAGE>   26



113.     If either party to the reference makes default in appointing an
         arbitrator either originally or by way of substitution (in the event
         that an appointed arbitrator shall dies, be incapable of acting or
         refuse to act) for ten days after the other party has given him notice
         to appoint the same, such other party may appoint an arbitrator to act
         in the place of the arbitrator of the defaulting party.

                              AMENDMENT TO ARTICLES

114.     The Company may by resolution of directors or by resolution of members
         alter or modify these Regulations as originally drafted or as amended
         from time to time.

                                UNDER FOREIGN LAW

115.     The Company may by a resolution of directors or a resolution of members
         continue as a company incorporated under the laws of another
         jurisdiction which may permit such continuation and in the manner
         provided by those laws and may by a resolution of directors or of
         members amend its Memorandum and Articles to be consistent therewith.





                                       23
<PAGE>   27



We, Tortola Corporation Company Limited of P.O. Box 662, Citco Building,
Wickhams Cay, Road Town, Tortola for the purposes of incorporating an
International Business Company under the Laws of the British Virgin Islands
hereby subscribe our name to these Articles of Association in the presence of:-

Witness

                                           (Sgd.) J. Caminada
                                           Tortola Corporation Company Limited
                                           Subscriber
Daphne Wattley
Road Town, Tortola
British Virgin Islands

(Sgd.) D. Wattley






                                       24