EXHIBIT 1.3

COMPANY NUMBER: 4094202


                        THE COMPANIES ACTS 1985 AND 1989

                  _____________________________________________

                        PUBLIC COMPANY LIMITED BY SHARES
                  _____________________________________________






                             ARTICLES OF ASSOCIATION

                                       of

                                WORLD GAMING PLC

                (adopted by special resolution on 20th June 2002)


                  _____________________________________________





                               Pitmans Solicitors
                                47 Castle Street
                                     Reading
                                    Berkshire
                                     RG1 7SR
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CONTENTS

Clause                     Subject matter                                   Page

PRELIMARY

1.  OTHER REGULATIONS EXCLUDED
2.  INTERPRETATION
3.  AUTHORISED SHARE CAPITAL
4.  POWER TO ATTACH CLASS RIGHTS
5.  AUTHORITY OF BOARD TO ALLOT SHARES
6.  COMMISSIONS
7.  TRUSTS NOT RECOGNISED
8.  REDEEMABLE SHARES
9.  PURCHASE OF OWN SHARES
10. SHARE WARRANTS
11. VARIATION OF CLASS RIGHTS
12. CLASS MEETINGS
13. UNCERTIFICATED SHARES
14. COMPANY'S RIGHTS IN RESPECT OF UNCERTIFICATED SHARES
15. RIGHT TO SHARE CERTIFICATE
16. REPLACEMENT CERTIFICATES
17. CALLS
18. INTEREST ON UNPAID CALLS
19. AMOUNTS DUE ON ALLOTMENT TREATED AS CALLS
20. POWER TO DIFFERENTIATE
21. PAYMENT IN ADVANCE
22. NOTICE IF CALL NOT PAID
23. SHARES LIABLE TO BE FORFEITED
24. FORFEITURE
25. NOTICE AFTER FORFEITURE 26. DISPOSAL OF FORFEITED SHARE
27. ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
28. EVIDENCE OF FORFEITURE
29. SURRENDER
30. LIEN ON SHARES NOT FULLY PAID
31. ENFORCEMENT OF LIEN BY SALE
32. APPLICATION OF PROCEEDS OF SALE
33. FORM OF TRANSFER
34. RIGHT TO REFUSE REGISTRATION
35. NOTICE OF REFUSAL TO REGISTER
36. FEES ON REGISTRATION
37. SUSPENSION OF REGISTRATION AND CLOSING OF REGISTER
38. RETENTION OF INSTRUMENTS OF TRANSFER
39. DESTRUCTION OF DOCUMENTS
40. ON DEATH

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41. ELECTION OF PERSON ENTITLED BY TRANSMISSION
42. RIGHTS ON TRANSMISSION
43. SANCTIONS FOR FAILURE TO DISCLOSE INTEREST IN SHARES
44. REMOVAL OF SANCTIONS AND CONVERSION OF UNCERTIFICATED SHARES
45. NOTICE TO PERSON OTHER THAN A MEMBER
46. INTERSET IN SHARES, FAILURE TO GIVE INFORMATION AND EXCEPTED TRANSFERS
47. INCREASE, CONSOLIDATION, SUB-DIVIDION AND CANCELLATION
48. REDUCTION OF CAPITAL
49. FRACTIONS
50. ANNUAL GENERAL MEETING
51. EXTRAORDINARY GENERAL MEETING
52. CONVENING OF EXTRAORDINARY GENERAL MEETINGS
53. LENGTH AND FORM OF NOTICE
54. MEETING CALLED ON SHORT NOTICE
55. OMISSION TO SEND NOTICE
56. SPECIAL BUSINESS
57. QUORUM
58. CHAIRMAN
59. QUORUM NOT PRESENT
60. ADJOURNED MEETING
61. ACCOMMODATION OF MEMBERS AT MEETING
62. SECURITY
63. ORDER OF MEETING
64. AMENDMENT OF RESOLUTIONS
65. MEMBERS' RESOLUTION IN WRITING
66. METHOD OF VOTING
67. PROCEDURE ON A POLL
68. CASTING VOTE
69. OBJECTION TO AND ERROR IN VOTING
70. VOTES OF MEMBERS
71. RESTRICTION ON VOTING RIGHTS
72. VOTING BY PROXY
73. APPOINTMENT OF MORE THAN ONE PROXY
74. EXECUTION OF PROXY
75. PROXY VALID THOUGH AUTHORITY REVOKED
76. PROXY CAN DEMAND A POLL
77. DEPOSIT OF PROXY
78. SENDING INSTRUMENT OF PROXY
79. COMPANY ACTING BY AUTHORISED REPRESENTATIVE
80. POWER OF COMPANY TO APPOINTDIRECTORS
81. NUMBER OF DIRECTORS
82. POWER OF THE BOARD TO APPOINT DIRECTORS
83. NO SHARE QUALIFICATION
84. APPOINTMENT OF EXECUTIVE DIRECTORS
85. TERMINATION OF EXECUTIVE OFFICE

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86. POWERS OF EXECUTIVE DIRECTOR
87. VACATION OF OFFICE BY DIRECTOR
88. NO RETIREMENT ON ACCOUNT OF AGE
89. RETIREMENT BY ROTATION
90. DIRECTORS SUBJECT TO RETIREMENT
91. POSITION OF RETIRING DIRECTOR
92. DEEMED REAPPOINTMENT
93. ELIGIBILITY OF NEW DIRECTORS
94. VOTING ON RESOLUTION FOR APPOINTMENT
95. REMOVAL BYU ORDINARY RESOLUTION
96. DIRECTORS' FEES
97. EXPENSES
98. REMUNERATION OF EXECUTIVE DIRECTORS
99. ADDITIONAL REMUNERATION
100. DIRECTORS' PENSIONS AND OTHER BENEFITS
101. PERMITTED INTERESTS
102. DECLARATION OF DIRECTOR'S INTEREST
103. LIMITATIONS ON VOTING OF INTERESTED DIRECTOR
104. RESTRICTIONS ON VOTING
105. MATERIALITY OF DIRECTOR'S INTEREST
106. DIRECTOR'S INTEREST EXTENDS TO CONNECTED PERSONS
107. POWERS OF THE BOARD
108. DELEGATION TO COMMITTEES
109. LOCAL MANAGEMENT
110. POWER OF ATTORNEY
111. EXERCISE OF VOTING POWERS
112. BORROWING POWERS
113. BOARD MEETINGS
114. QUORUM
115. NOTICE OF BOARD MEETINGS
116. VOTINGS
117. CHAIRMAN OF THE BOARD
118. PROCEEDINGS OF A COMMITTEE
119. VALIDITY OF PROCEEDINGS OF BOARD OR COMMITTEE
120. MINUTES OF PROCEEDINGS
121. PARTICIPATION BY TELEPHONE
122. BOARD RESOLUTION IN WRITING
123. NUMBER OF DIRECTORS LESS THAN MINIMUM
124. APPOINTMENT
125. PARTICIPATION IN BOARD MEETINGS
126. REMUNERATION AND EXPENSES
127. REVOCATION OF APPOINTMENT
128. RESPONSIBILITY
129. APPOINTMENT OF ASSOCIATE DIRECTOR
130. EFFECT OF APPOINTMENT
131. POWERS, DUTIES AND REMUNERATION

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132. APPLICATION OF SEALS
133. SIGNING OF SEALED DOCUMENTS
134. SEAL FOR USE ABROAD
135. APPOINTMENT AND REMOVAL OF SECRETARY
136. AUTHORITY OF OTHER PERSON TO ACT AS SECRETARY
137. AUTHENTIFICATION OF DOCUMENTS
138. REGISTER OF DIRECTORS' INTERESTS
139. OTHER REGISTERS
140. RECORD DATES
141. ENTITLEMENT TO DIVIDENDS
142. DECLARATION OF DIVIDENDS
143. INTERIM DIVIDENDS
144. PAYMENT OF DIVIDENDS IN KIND
145. METHOD OF PAYMENT
146. CESSATION OF PAYMENT OF DIVIDEND
147. DIVIDENDS DO NOT BEAR INTEREST
148. DEDUCTION FROM DIVIDEND
149. UNCLAIMD DIVIDENDS
150. DIVIDEND MAY BE WITHHELD
151. PAYMENT OF SCRIP DIVIDENDS
152. PROVISION OF RESERVES
153. CAPITALISATION OF PROFITS AND RESERVES
154. INSPECTION OF ACCOUNTS
155. PREPARATION OF ACCOUNTS
156. ACCOUNTS SENT TO THE MEMBERS
157. POWER OF SALE
158. APPLICATION OF PROCEEDS OF SALE
159. NOTICES IN WRITING
160. SERVICE OF NOTICES
161. NOTICE TO JOINT HOLDERS
162. ADDRESS OUTSIDE THE UNITED KINGDOM
163. DEEMED NOTICE
164. EVIDENCE OF SERVICE
165. NOTICE BINDING ON TRANSFEREES ETC
166. NOTICE IN CASE OF ENTITLEMENT BY TRANSMISSION
167. NOTICE BY ADVERTISEMENT
168. WINDING UP
169. INDEMNITY
170. ADR DEPOSITARY

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                        THE COMPANIES ACTS 1985 AND 1989

                  _____________________________________________

                        PUBLIC COMPANY LIMITED BY SHARES
                  _____________________________________________



                             ARTICLES OF ASSOCIATION

                                       OF

                                WORLD GAMING PLC

                (adopted by special resolution on 17th May 2001)

PRELIMINARY

1.       OTHER REGULATIONS EXCLUDED

         The following regulations shall be the articles of association of the
         Company to the exclusion of any regulations or articles prescribed by
         or pursuant to any statute concerning companies.

2.       INTERPRETATION

2.1      In these Articles the following definitions apply:

         "THE ACT"                      the Companies Act 1985 as amended,
                                        consolidated or re-enacted from time to
                                        time;

         "ADR DEPOSITARY"               a custodian or other person or persons
                                        approved by the Directors who holds
                                        Ordinary Shares in the Company under
                                        arrangements where either the custodian
                                        or some other person issues American
                                        Depositary Receipts which evidence
                                        American Depositary Shares representing
                                        Ordinary Shares in the Company;

         "AIM"                          the Alternative Investment Market of the
                                        London Stock Exchange;

         "AMERICAN DEPOSITARY
         RECEIPTS"                      represent American Depositary Shares
                                        either physically or in the form of
                                        Direct Registration Receipts;

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         "AMERICAN DEPOSITARY
         SHARES"                        represent Ordinary Shares in the Company
                                        and are evidenced by American Depositary
                                        Receipts;

         "ARTICLES"                     these articles of association as amended
                                        from time to time;

         "AUDITORS"                     the auditors of the Company from time to
                                        time;

         "BOARD"                        the board of Directors or the Directors
                                        present at a duly convened and quorate
                                        meeting of Directors or a duly
                                        authorised committee of the Directors as
                                        the context requires;

         "BUSINESS DAY"                 a day (other than a Saturday or a
                                        Sunday) on which banks are open for
                                        business in London;

         "CASH MEMORANDUM
         ACCOUNT"                       an account so designated by the Operator
                                        of the relevant system concerned;

         "CERTIFICATED SHARE"           a share in the capital of the Company
                                        that is not an uncertificated share and
                                        references to a share being held in
                                        certificated form shall be construed
                                        accordingly;

         "CLEAR DAYS"                   in relation to a period of notice, that
                                        period excluding the day when the notice
                                        is given or deemed to be given and the
                                        day for which it is given or on which it
                                        is to take effect;

         "COMPANY"                      World Gaming plc;

         "DEBENTURE"                    includes debenture stock;

         "DIRECTOR"                     a director of the Company from time to
                                        time;

         "ENTITLED BY
         TRANSMISSION"                  in relation to a share, entitled as a
                                        consequence of the death or bankruptcy
                                        of a Member or of another event giving
                                        rise to a transmission of entitlement by
                                        operation of law;

         "DIRECT REGISTRATION
         RECEIPT"                       an American Depositary Receipt in
                                        uncertificated form, the ownership of
                                        which is recorded in the Direct
                                        Registration System;

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         "DIRECT REGISTRATION
         SYSTEM"                        the system maintained by the ADR
                                        Depositary in which the ADR Depositary
                                        records the ownership of the Direct
                                        Registration Receipts;

         "GROUP"                        the Company and any company which is a
                                        Subsidiary Undertaking of the Company
                                        from time to time;

         "HOLDER"                       in relation to a share, the Member whose
                                        name is entered in the Register as the
                                        holder of that share;

         "LONDON STOCK EXCHANGE"        London Stock Exchange plc;

         "MEMBER"                       a member of the Company including, for
                                        the avoidance of doubt, an ADR
                                        Depository;

         "MONTH"                        calendar month;

         "OFFICE"                       the registered office of the Company
                                        from time to time;

         "ORDINARY SHARES" OR
         "SHARES"                       ordinary shares of(pound)0.002 each in
                                        the capital of the Company;

         "PAID UP"                      paid up or credited as paid up;

         "PERSON WITH MENTAL
         DISORDER"                      a person who is, or may be, suffering
                                        from mental disorder and either:

                                        (i)          he is admitted to hospital
                                                     in pursuant of an
                                                     application for admission
                                                     for treatment under the
                                                     Mental Health Act 1983 or,
                                                     in Scotland, an application
                                                     for admission under the
                                                     Mental Health (Scotland)
                                                     Act 1984; or

                                        (ii)         an order is made by a court
                                                     having jurisdiction
                                                     (whether in the United
                                                     Kingdom or elsewhere) in
                                                     matters concerning mental
                                                     disorder for his detention
                                                     or for the appointment of a
                                                     guardian, receiver, curator
                                                     bonis or other person to
                                                     exercise powers with
                                                     respect to his property or
                                                     affairs;

         "RECOGNISED INVESTMENT
         EXCHANGE"                      a recognised investment exchange as
                                        defined in Section 207 of the Financial
                                        Services Act 1986 as amended or modified
                                        from time to time;

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         "PRESCRIBED RATE"              an annual rate of interest equal to 2
                                        per cent above the base lending rate (or
                                        any equivalent or successor lending
                                        rate) published from time to time by
                                        National Westminster Bank PLC in London
                                        being the base lending rate prevailing
                                        at the close of business in London on
                                        the day immediately preceding the day on
                                        which such rate falls to be determined;

         "RECOGNISED PERSON"            a recognised clearing house or a nominee
                                        of a recognised clearing house or of a
                                        recognised investment exchange which is
                                        designated for the purposes of section
                                        185(4) of the Act;

         "REGISTER"                     the register of Members;

         "SEAL"                         the common seal of the Company and, as
                                        appropriate, any official or securities
                                        seal ("Securities Seal") that the
                                        Company has or may be permitted to have
                                        under the Statutes;

         "SECRETARY"                    the secretary of the Company or any
                                        other person appointed to perform the
                                        duties of the secretary of the Company,
                                        including a joint assistant or deputy
                                        secretary;

         "STATUTES"                     the Act and the Companies Act 1989 and
                                        the Uncertificated Securities
                                        Regulations and every other statute or
                                        statutory instrument, rule, order or
                                        regulation from time to time in force
                                        concerning companies so far as they
                                        apply to the Company;

         "STERLING"                     the lawful currency of the United
                                        Kingdom;

         "SUBSIDIARY UNDERTAKING"       a subsidiary undertaking of the Company
                                        which is required by the Statutes to be
                                        included in consolidated group accounts
                                        of the Company;

         "UNCERTIFICATED
         SECURITIES REGULATIONS"        the Uncertificated Securities
                                        Regulations 1995 (SI1995 No 3272)
                                        including any modification of them or
                                        any regulations in substitution of them
                                        from time to time in force;

         "UNCERTIFICATED SHARE"         a share in the capital of the Company
                                        which is recorded on the Register as
                                        being held in uncertificated form and
                                        title to which may, by virtue of the
                                        Uncertificated Securities Regulations,
                                        be transferred by means of a relevant
                                        system and references to a share being
                                        held in uncertificated form are
                                        references to that share being an
                                        uncertificated unit of a security and
                                        shall be construed accordingly;

         "UNITED KINGDOM"               Great Britain and Northern Ireland.

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2.2      In these Articles, unless the context otherwise requires:

         2.2.1    references to persons included references to natural persons
                  corporations unincorporated associations and partnerships and
                  any reference to any party who is an individual is also deemed
                  to include their legal personal representative;

         2.2.1    words and expressions defined in the statutes shall bear the
                  same meaning in these Articles (but excluding any modification
                  of the Statutes not in force at the date of these Articles and
                  words and expressions expressly defined in these Articles)
                  unless inconsistent with the subject of context;

         2.2.2    words and expressions defined in the Uncertificated Securities
                  Regulations shall bear the same meaning in these Articles (but
                  excluding any modification of the Uncertificated Securities
                  Regulations not in force at the date of adoption of these
                  Articles and words and expressions expressly defined in these
                  Articles) unless inconsistent with the subject or context; and

         2.2.3    where these Articles refer to a relevant system in relation to
                  a share, the reference is to the relevant system in which that
                  share is a participating security at the relevant time.

2.3      In these Articles:

         2.3.1    the headings are included for convenience only and do not
                  affect the construction of these Articles;

         2.3.2    words denoting the singular include the plural and vice versa;
                  and

         2.3.3    words denoting one gender include each gender and all other
                  genders.

2.4      Where an ordinary resolution of the Company is expressed to be required
         for any purpose, a special or extraordinary resolution is also
         effective for that purpose and, where an extraordinary resolution is
         expressed to be required for any purpose, a special resolution is also
         effective for that purpose.

SHARE CAPITAL

3.       AUTHORISED SHARE CAPITAL

         The authorised share capital of the Company is (pound)1,000,000 divided
         into 500,000,000 Ordinary Shares of (pound)0.002 each.

4.       POWER TO ATTACH CLASS RIGHTS

         Subject to the Statutes and without prejudice to any special rights
         attached to any class of shares, any share in the Company (whether
         forming part of the present capital or not) may be

                                       9
<PAGE>

         issued with or have attached to them such special rights, conditions or
         restrictions as the Company may by ordinary resolution direct or
         failing such direction (but in the case of unclassified shares only) as
         the Board may determine. Where the equity share capital of the Company
         includes shares with different voting rights, the designation of each
         class of shares other than those with the most favourable voting rights
         wil include the words "restricted voting" or "limited voting" or "non
         voting".

5.       AUTHORITY OF BOARD TO ALLOT SHARES

5.1      Fort he purpose of section 80 of the Act, the Board is generally and
         unconditionally authorised to exercise all powers of the Company to
         allot relevant securities as defined in the said section up to an
         aggregate nominal amount of (pound)1,000,000. This authority shall
         expire five years from the date of incorporation of the Company but may
         be previously revoked or varied by the Company in general meeting and
         may from time to time be renewed by the Company in general meeting for
         a further period not exceeding five years. The Company may make any
         offer or agreement before the expiry of this authority that would or
         might require relevant securities to be allotted after this authority
         has expired and the Board may allot relevant securities in pursuance of
         any such offer or agreement as if this authority had not expired.

5.2      The Board may allot equity securities for cash within the meaning of
         section 94 of the Act pursuant to the authority conferred by Article 51
         as if s.89(1) of the Act did not apply to any such allotment, provided
         that this authority shall:

         5.2.1    only apply in relation to that number of equity securities as
                  shall not exceed an aggregate nominal amount of
                  (pound)100,000; and

         5.2.2    expire on the fifth anniversary of the date of adoption of
                  these Articles save that the Company may before such expiry
                  date make any offer or agreement which would or might require
                  equity securities to be allotted after the relevant expiry
                  date and accordingly the Board may allot equity securities
                  pursuant to any such offer or agreement as if such authority
                  had not expired.

6.       COMMISSIONS

         The Company may exercise all powers of paying commission and brokerage
         conferred or permitted by the Statutes. Subject to the Statutes and, in
         the event the Ordinary Shares are listed on the London Stock Exchange
         or dealt in on AIM or any recognised investment exchange, to the rules
         of such stock exchange, any such commission or brokerage may be
         satisfied in cash or by the allotment of fully or partly paid shares in
         the Company or the grant of an option or share warrant to call for an
         allotment of shares or any combination of such methods as the Board may
         determine.

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7.       TRUSTS NOT RECOGNISED

         Save as provided by these Articles or as ordered by a court of
         competent jurisdiction or otherwise required by law, no person shall be
         recognised (even when notice is given) by the Company as holding any
         share upon any trust and the Company shall not be bound by or required
         to recognise any equitable, contingent, future or partial interest in
         any share or any right whatsoever in respect of any share, other than
         an absolute right to the whole of the share in the registered holder.

8.       REDEEMABLE SHARES

         Subject to the Statutes, the Company may issue shares which are to be
         redeemed or are liable to be redeemed at the option of the Company or
         of the Member.

9.       PURCHASE OF OWN SHARES

         Subject to the Statutes, the Company may purchase its own shares
         (including any redeemable shares) or enter into such agreement
         (contingent or otherwise) in relation to the purchase of its own shares
         on such terms and in such manner as may be permitted by the statutes.
         Neither the Company, nor the Board, shall be required to select the
         shares to be purchased rateably or in any other particular manner as
         between the holders of shares of the same class or as between them and
         the holders of shares of any other class or in accordance with the
         rights as to dividends or capital conferred by any class of shares.

10.      SHARE WARRANTS

         The Company may, in respect of any fully paid up share, issue a warrant
         (a "SHARE WARRANT") stating that the bearer is entitled to the shares
         therein specified.

         If any share warrant shall be worn out, defaced, or shall be alleged to
         have been destroyed, lost or stolen, a new share warrant may be issued
         upon receipt by the Company of a written request and delivery to the
         Company of such worn out or defaced share warrant or, if such share
         warrant shall be alleged to have been destroyed, lost or stolen, upon
         compliance with such conditions and delivery of any such indemnity and
         the payment of any out-of-pocket expenses of the Company as the Board
         may determine; provided that prior to the issue of any new share
         warrant the Company shall have satisfied itself beyond reasonable doubt
         that the original share warrant shall have been destroyed.

         A share warrant shall entitle the bearer, for the time being, of such
         warrant to the shares specified in the share warrant. The right to all
         the shares (but not some only) specified in a share warrant may be
         transferred by the delivery of the share warrant.

         The bearer of any share warrant shall be entitled, on surrendering such
         share warrant to the Company for cancellation, to have his name placed
         on the Register of Members.

         The bearer of a share warrant shall be treated as a member and the
         bearer shall accordingly have the same rights as if the bearer actually
         held the shares specified in such share warrant.

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11.      VARIATION OF CLASS RIGHTS

         Subject to the Statutes, the rights attached to any class of shares may
         be modified, varied or abrogated (a) in such manner (if any) as may be
         provided by those rights or (b) in the absence of provision, either
         with the consent in writing of the holders of at least three fourths in
         nominal value of the issued shares of the class or with the sanction of
         an extraordinary resolution passed at a separate meeting of the holders
         of that class and then only subject to the provisions of section 127 of
         the Act. The rights attached to any class of share are not, unless
         otherwise expressly provided by these Articles or in the rights
         attaching to the shares of that class, deemed to be modified, varied or
         abrogated by the creation or issue of further shares ranking equally
         with every other share of that class or subsequent to them or by the
         purchase or redemption by the Company of its own shares in accordance
         with the Statutes and these Articles.

12.      CLASS MEETINGS

         A separate meeting for the holders of a class of shares shall be
         convened and conducted as nearly as possible in the same way as an
         extraordinary general meeting except that the necessary quorum (other
         than at an adjourned meeting) is 2 persons, present in person or by
         proxy, holding or representing by proxy at least one third in nominal
         value of the capital paid up on the issued shares of the class and, at
         an adjourned meeting, one person holding shares of the class in
         question present in person or by proxy and any holder of shares of the
         class in question present in person or by proxy and entitled to vote at
         the meeting may demand a poll and shall be entitled on a poll to one
         vote for every share of that class of which he is the holder. No
         Member, other than a Director, is entitled to notice of a separate
         class meeting or to attend unless he is a holder of shares of that
         class and no vote may be given except in respect of a share of that
         class.

UNCERTIFICATED SHARES

13.      UNCERTIFICATED SHARES

         Subject to the provisions of the Uncertificated Securities Regulations,
         the Company may issue shares which may be held evidenced and
         transferred through a relevant system in uncertificated form, and where
         any share is held in uncertificated form the Company shall not issue
         and no person shall be entitled to receive a certificate in respect of
         such share at any time and for so long as the title to the share is
         evidenced otherwise than by a certificate and transfers may be made
         otherwise than by a written instrument by virtue of the Articles. Title
         to shares in issue may be transferred and evidenced by a relevant
         system. The Board shall have the power to implement any arrangements as
         they may, in their absolute discretion, think fit in relation to the
         evidencing and transfer of shares held in uncertificated form (subject
         always to the Articles and the facilities and requirements of the
         relevant system concerned).

13.1     Conversion of shares held in certificated form into shares held in
         uncertificated form, and vice versa, may be made in such manner as the
         Board may, in its absolute discretion, think fit (subject always to the
         Articles and the facilities and requirements of the relevant system
         concerned).

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13.2     The Company shall enter on the Register how many shares are held by
         each Member in uncertificated form and in certificated form and shall
         maintain the Register in each case as required by the Articles and the
         relevant system concerned.

13.3     Notwithstanding any provision of these Articles, shares in the capital
         of the Company that fall within a certain class shall not form a
         separate class of shares from other shares in that class because any
         share in that class is held in uncertificated form or is permitted in
         accordance with the Uncertificated Securities Regulations to become a
         participating security.

13.4     The provisions of Articles 15 and 16 shall not apply to uncertificated
         shares and to the extent that implementation of any other provision of
         the Articles shall be prohibited by the Uncertificated Securities
         Regulations, those provisions shall not apply to any uncertificated
         securities.

14.      COMPANY'S RIGHTS IN RESPECT OF UNCERTIFICATED SHARES

         Where any class of shares is a participating security and the Company
         is entitled under any provision of the Statutes, the Uncertificated
         Securities Regulations or the Articles to sell, transfer, dispose of,
         forfeit, re-allot, accept the surrender of or otherwise enforce a lien
         over a share held in uncertificated form, the Comopany shall be
         entitled, subject to the provisions of the Statutes, the Uncertificated
         Securities Regulations, the Articles and the facilities and
         requirements of the relevant system:

14.1     to require the holder of that uncertificated share by notice to change
         that share into certificated form within the period specified in the
         notice and to hold that share in certificated form so long as required
         by the Company;

14.2     to require the holder of that uncertificated share by notice to give
         any instructions necessary to transfer title to that share by means of
         the relevant system within the period specified in the notice;

14.3     to require the holder of that uncertificated share by notice to appoint
         any person to take any step, including without limitation the giving of
         any instructions by means of the relevant system, necessary to transfer
         that share within the period specified in the notice; and

14.4     to take any action that the Board considers appropriate to achieve the
         sale, transfer, disposal of, forfeiture, re-allotment or surrender of
         that share or otherwise to enforce a lien in respect of it.

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SHARE CERTIFICATES

15.      RIGHT TO SHARE CERTIFICATE

15.1     Subject to the Statutes, a person (except a recognised person in
         respect of whom the Company is not required by law to complete and have
         ready for delivery a certificate) on becoming the holder of a share is
         entitled to receive within 2 months after allotment (or such longer
         period as the terms of issue shall provide) or the lodgement of
         transfer, without payment, one certificate for all the certificated
         shares of each class registered in his name. In the case of joint
         holders, the Company shall not be bound to issue more than one
         certificate to all the joint holders and delivery of a certificate to
         any one of joint holders shall be sufficient delivery to all of them.
         Where part of the shares comprised in a certificate are transferred,
         the Member transferring is entitled, without payment, to a certificate
         for his retained holding. Certificated shares of different classes may
         not be included in the same certificate.

         Every certificate shall be issued under the Seal or in accordance with
         Articles 132 or 133 or such other form of authentication as the Board
         may determine having regard to the terms of issue and, in the event the
         Ordinary Shares are listed on the London Stock Exchange or dealt in on
         AIM or any recognised investment exchange, to the rules of such stock
         exchange (if any) shall specify the number, class and distinguishing
         numbers (if any) of the shares to which it relates and the amount paid
         up on them.

15.2     No Member shall be entitled to more than one certificate in respect of
         any one share held by him.

16.      REPLACEMENT CERTIFICATES

16.1     Where a Member holds two or more certificates for certificated shares
         of one class, the Board may at his request, on surrender of the
         original certificates and without charge, cancel the certificates and
         issue a single replacement certificate.

16.2     At the request of a Member, the Board may cancel a certificate and
         issue two or more in its place (representing certificated shares in
         such proportions as the Member may specify) on surrender of the
         original certificate and on payment of such reasonable sum as the Board
         may determine.

16.3     If any share certificate is worn out, defaced, destroyed or lost, the
         Board may cancel is and issue a replacement certificate on such terms
         as to provision of evidence and indemnity (with or without security)
         and to payment of exceptional out of pocket expenses incurred by the
         Company in the investigation of that evidence and the preparation of
         that indemnity and security as the Board may decide, but otherwise
         without charge and, where it is worn out of defaced, on delivery up of
         the old certificate.

CALLS ON SHARES

17.1     The Board may, subject to the provisions of these Articles and to any
         conditions of allotment, from time to time make such calls upon the
         Members in respect of any moneys unpaid on their shares (whether on
         account of the nominal value of the shares or premium) as it thinks fit
         and each Member shall (subject to receiving at least 14 clear days'
         notice specifying the time and place of payment) pay the amount of
         every call so made upon his shares to the Company at the time and place
         so specified.

                                       14
<PAGE>

17.2     A call may be made payable by instalments.

17.3     A call is deemed made as soon as the resolution of the Board
         authorising such call is passed and an entry in the minute book of a
         resolution of the Board making the call is conclusive evidence of the
         making of the call.

17.4     A call may be revoked or postponed in whole or in part as the Board may
         determine.

17.5     The joint holders of a share are jointly and severally liable to pay
         all calls in respect of the share. A person on whom a call is made
         remains liable to pay the amount called despite the subsequent transfer
         of the share in respect of which the call is made.

18.      INTEREST ON UNPAID CALLS

         If any amount in respect of any call or instalment of a call is not
         paid on or before the day appointed for payment, the person from whom
         the amount of the call or instalment is due shall pay interest on such
         amount at the Prescribed Rate from and including that date until but
         excluding the date of actual payment and all costs, charges and
         expenses that may have been incurred by reason of such non-payment. The
         Board may, if it thinks fit, waive payment of such interest or costs,
         charges or expenses in whole or in part.

19.      AMOUNTS DUE ON ALLOTMENT TREATED AS CALLS

         Any amount which by the terms of allotment of a share is made payable
         upon allotment or at any fixed date whether on account of the nominal
         amount of the share or premium, for all purposes of these Articles is
         deemed to be a call duly made and payable on the date fixed for payment
         and, in case of non-payment, the provisions of these Articles as to
         payment of interest and expenses, forfeiture or otherwise shall apply
         as if such amount were a call duly made and notified.

20.      POWER TO DIFFERENTIATE

         The Board may, if it thinks fit, on the issue of shares differentiate
         between the holders of such shares as to the amount of calls to be paid
         and the time of payment of such calls.

21.      PAYMENT IN ADVANCE

         The Board may receive from any Member willing to advance the same, all
         or any part of the amounts uncalled and unpaid on shares held by him.
         The Board may pay interest on the amount paid in advance (until the
         same would, but for such advance, become presently payable) at a rate
         as may be agreed between it and such Member not exceeding, without the
         consent of the Company in general meeting, the Prescribed Rate.

                                       15
<PAGE>

FORFEITURE

22.      NOTICE IF CALL NOT PAID

         If a Member fails to pay in full any call or instalment of a call on or
         before the day appointed for payment, the Board may serve a notice on
         him or on a person entitled by transmission to the share in respect of
         which the call was made requiring payment of so much of the call or
         instalment as is unpaid, together with any interest which may have
         accrued and all costs, charges and expenses incurred by the Company by
         reason of such non-payment.

23.      SHARES LIABLE TO BE FORFEITED

         The notice shall name a further day (not being less than 14 clear days'
         from the date of service of the notice) on or before which, and the
         place where, the payment is to be made and shall state that if the
         notice is not complied with the shares in respect of which the call was
         made will be liable to be forfeited.

24.      FORFEITURE

         If the notice referred to in the previous Article is not complied with,
         any share in respect of which it has been given may, at any time before
         payment required by the notice has been made, be forfeited by a
         resolution of the Board. Such forfeiture shall include all dividends
         declared or other amounts payable in respect of the forfeited share and
         not actually paid before forfeiture.

25.      NOTICE AFTER FORFEITURE

         When a share has been forfeited, the Company shall serve notice of the
         forfeiture on the person who was before forfeiture the holder of the
         share or the person entitled by transmission to the share. An entry of
         the fact and date of forfeiture shall be made in the Register. No
         forfeiture is invalidated by an omission to give notice or to make
         those entries.

26.      DISPOSAL OF FORFEITED SHARE

         Subject to the provisions of the Statutes, a forfeited share and all
         rights attaching to it shall become the property of the Company and may
         be sold, re-allotted or otherwise disposed of either to the person who
         was its holder before such forfeiture or to any other person on such
         terms and in such manner as the Board shall think fit. At any time
         before a sale, re-allotment or disposal, the forfeiture may be
         cancelled on such terms as the Board may think fit. Where a forfeited
         share held in certificated form is to be transferred to any person the
         Board may authorise some person to execute an instrument of transfer of
         a forfeited share to the transferee. Where a forfeited share held in
         uncertificated form is to be transferred to any person, the Board may
         exercise any of the Company's powers under Article 14.3 to effect the
         transfer of the share to that person. The Company may receive the
         consideration (if any) for the share on its disposal and may register
         the transferee as the holder of the share.

                                       16
<PAGE>

27.      ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE

         A Member whose shares have been forfeited shall cease to be a Member in
         respect of such shares and shall, if the share is a certified share,
         surrender to the Company the certificate for the forfeited shares. He
         remains liable to pay and shall immediately pay to the Company all
         moneys which at the date of forfeiture were presently payable by him to
         the Company in respect of the shares together with interest from the
         time of forfeiture until payment at the Prescribed Rate.

28.      EVIDENCE OF FORFEITURE

         A statutory declaration in writing that the declarant is the Secretary
         or a Director and that a share has been forfeited on a date stated in
         the declaration is conclusive evidence of the facts stated in the
         declaration as against all persons claiming to be entitled to the share
         and such declaration shall (subject, if necessary, to the execution of
         an instrument of transfer or transfer by means of the relevant system,
         as the case may be) constitute good title to the share. The person to
         whom the share is disposed of shall be registered as the holder of the
         share and is not bound to see to the application of the purchase money
         (if any) and his title to the share is not affected by any irregularity
         in or invalidity of the proceedings with reference to the forfeiture or
         disposal of the share.

29.      SURRENDER

         The Board may accept a surrender of any share liable to be forfeited
         under this Article and in that case references in the articles to
         forfeiture shall include surrender.

LIEN

30.      LIEN ON SHARES NOT FULLY PAID

         The Company has a first and paramount lien on every share (not being a
         share which is fully paid up) registered in the name of any Member,
         either alone or jointly with any other person, for an amount payable in
         respect of the share, whether the due date for the payment has arrived
         or not. The lien extends to all dividends from time to time declared or
         other moneys payable in respect of the share but the Board may at any
         time declare any share to be exempt, in whole or in part, from the
         provisions of this Article.

31.      ENFORCEMENT OF LIEN BY SALE

         For the purposes of enforcing the lien the Company may sell, in such
         manner as the Board thinks fit, any share on which the Company has a
         lien, if the due date for payment of the relevant amounts has arrived
         and payment is not made within 14 clear days after a notice in writing,
         stating and demanding payment of the amounts presently payable and
         giving notice of intention to sell in default, has been given to the
         holder of the share or the person entitled by transmission to the
         share. To give effect to a sale, the Board may, if the shares are
         certificated shares, authorise a person to execute an instrument of
         transfer of shares in the

                                       17
<PAGE>

         name and on behalf of the holder or the person entitled by transmission
         to, or in accordance with the directions of, the purchaser. If the
         shares are uncertificated shares the Board may exercise any of the
         Company's powers under Article 14.3 to effect the transfer of the
         shares to, or in accordance with the directors of, the purchaser. The
         purchaser is not bound to see to the application of the purchase money
         and his title to the share is not affected by any irregularity in or
         invalidity of the proceedings connected with the sale.

32.      APPLICATION OF PROCEEDS OF SALE

         The net proceeds of a sale effected by the preceding Article, after
         payment of the costs of the sale, shall be applied in or towards
         payment or satisfaction of so much of the sum in respect of which the
         lien exists as is presently payable. Any residue shall (whether the
         shares sold are certificated shares or uncertificated shares, subject
         to a like lien for any moneys not presently payable as existed upon the
         shares prior to the sale and, if the shares sold are certificated
         shares, on surrender to the Company for cancellation of the certificate
         for the shares sold or the provision of an indemnity (with or without
         security) as to any lost or destroyed certificate required by the
         Board) be paid to the holder of or the person entitled by transmission
         to the shares immediately prior to the sale.

TRANSFER OF SHARES

33.      FORM OF TRANSFER

         Subject to these Articles, any Member may transfer all or any of his
         certificated shares by instrument of transfer in writing in any usual
         form or in such other form as the Board may approve and the instrument
         must be signed by or on behalf of the transferor and (except in the
         case of a share which is fully paid up) by or on behalf of the
         transferee but need not be under seal. The transferor is deemed to
         remain the holder of the share until the name of the transferee is
         entered in the Register in respect of it.

34.      RIGHT TO REFUSE REGISTRATION

         Subject to Article 43, the Board may refuse to register a transfer of a
         certificated share unless the instrument of transfer:

         34.1.1   is in respect of only one class of shares;

         34.1.2   is in favour of not more than four joint transferees;

         34.1.3   is duly stamped (if required); and

         34.1.4   is delivered for registration to the Office or such other
                  place as the Board may decide accompanied by the certificate
                  for the shares to be transferred (savge in the case of a
                  transfer by a recognised person to whom no certificate was
                  issued) and such other evidence as the Board may reasonably
                  require to prove the title of the transferor and the due
                  execution by him of the transfer or, if the transfer is
                  executed by some other person on his behalf, the authority of
                  that person to do so.

                                       18
<PAGE>

34.2     The Board may impose restrictions upon the transfer of a certificated
         share which is not fully paid, provided that the restrictions are not
         such as to prevent dealings in the shares from taking place on an open
         and proper basis.

34.3     In the event that the Ordinary Shares are listed on the London Stock
         Exchange or dealt in on AIM or any recognised investment exchange, the
         Board may, in exceptional circumstances approved by such stock exchange
         or investment exchange, disapprove the transfer of a certificated
         share, provided that exercise of such powers does not disturb the
         market.

34.4     In the event that the Ordinary Shares are listed on the London Stock
         Exchange or dealt in on AIM or any recognised investment exchange, the
         Board may refuse to register the transfer of an uncertificated share in
         any circumstances permitted by such stock exchange or investment
         exchange, the Uncertificated Securities Regulations and the rules and
         practices of the operator of the relevant system.

35.      NOTICE OF REFUSAL TO REGISTER

         If the Board refuses to register a transfer of any share it shall
         within 2 months after the date on which the transfer was lodged with
         the Company or the operator instruction was received, as the case may
         be, send to the transferor and the transferee notice of the refusal.

36.      FEES ON REGISTRATION

         No fee shall be charged for the registration of a transfer or other
         document relating to or affecting the title to any share or for making
         any entry in the Register affecting the title to any share.

37.      SUSPENSION OF REGISTRATION AND CLOSING OF REGISTER

         Subject to the provisions of section 358 of the Act, the registration
         of transfers of shares or of any class of shares may be suspended at
         such times and for such periods as the Board may determine but the
         Register shall not be closed for more than 30 days in tany year and the
         Board may not suspend the registration of transfers of any
         participating security without the consent of the operator of the
         relevant system.

38.      RETENTION OF INSTRUMENTS OF TRANSFER

         Subject to the following Article, all instruments of transfer which are
         registered may be retained by the Company but any instrument of
         transfer which the Board refuses to register shall (except in the case
         of suspected fraud) be returned to the person depositing it.

                                       19
<PAGE>

39.      DESTRUCTION OF DOCUMENTS

39.1     The Company may destroy (a) all instruments of transfer of shares which
         have been registered, and all other documents on the basis of which any
         entry is made in the Register, at any time after the expiration of six
         years from the date of registration; (b) all dividend mandates or any
         variation or cancellationo f them or notifications of change of address
         or name at any time after the expiration of two years from the date of
         recording them; (c) all cancelled share certificates at any time after
         the expiration of one year from the date of cancellation; and (d) any
         other document on the basis of which any entry in the Register is made
         at any time after the expiration of six years from the date an entry
         was made in the Register. It shall conclusively be presumed in favour
         of the Company that every instrument of transfer so destroyed was a
         valid and effective instrument duly and properly registered and that
         every share certificate so destroyed was a valid certificate duly and
         properly cancelled and that every other document destroyed was a valid
         and effective document in accordance with the recorded particulars in
         the books or records of the Company.

39.2     The provisions of this Article shall apply only to the destruction of
         documents in good faith and without notice of any claim to the Company
         (regardless of the parties to the claim) that the document might be
         relevant to the claim.

39.3     Nothing contained in this Article imposes on the Company any liability
         in respect of the destruction of any such document earlier than
         provided for in this Article or in any case where the conditions of
         this Article are not fulfilled.

39.4     References in this Article to the destruction of any document include
         references to its disposal in any manner.

TRANSMISSION OF SHARES

40.      ON DEATH

         If a Member dies, the survivor or survivors (where the deceased was a
         joint holder) and the executors or administrators of the deceased
         (where he was a sole or only surviving holder) shall be the only
         persons recognised by the Company as having any title to his interest
         in the shares. Nothing in these Articles releases the estate of a
         deceased holder (whether sole or joint) from any liability in respect
         of any share held by him.

41.      ELECTION OF PERSON ENTITLED BY TRANSMISSION

41.1     Any person becoming entitled by transmission to a share may, upon such
         evidence as to title being provided as the Board may require, elect
         either to be registered himself as holder of the share or have a person
         nominated by him registered as holder. All the provisions of these
         Articles relating to the transfer of shares apply to any such notice or
         transfer as if the death or bankruptcy or other event giving rise to
         transmission had not occurred and the notice or transfer was executed
         by such Member.

41.2     If any person becoming entitled by transmission to a certificated share
         elects to be registered himself he shall give notice in writing to the
         Company to that effect. If he elects to have

                                       20
<PAGE>

         another person registered, and the share is a certificated share, he
         shall execute an instrument of transfer of the share to that person. If
         he elects to become holder or have another person registered and the
         share is an uncertificated share, he shall take any action the Board
         may require (including without limitation the execution of any document
         and the giving of any instruction by means of a relevant system) to
         enable himself or that person to be registered as the holder of the
         share.

41.3     The Board may give notice requiring a person to make the election
         referred to in this Article. If that notice is not complied with within
         60 days the Board may withhold payment of all dividends and other
         amounts payable in respect of the share until notice of election has
         been made.

42.      RIGHTS ON TRANSMISSION

         Save as otherwise provided by these Articles, a person becoming
         entitled by transmission to a share shall be entitled to receive, and
         may give a good discharge for, all benefits arising or accruing on or
         in respect of the share and the same dividends and other advantages to
         which he would be entitled if he were the registered holder of the
         share. However. The person entitled by transmission is not entitled to
         exercise any right conferred by membership in relation to meetings of
         the Company until he shall have been registered as a Member in respect
         of the share. Where a person becomes entitled by transmission to a
         share, the rights of the holder in relation to that share cease.

DISCLOSURE OF INTERESTS IN SHARES

43.      SANCTIONS FOR FAILURE TO DISCLOSE INTEREST IN SHARES

43.1     Where notice is served by the Company under section 212 of the Act (a
         "section 212 notice") on a Member, or another person whom the Company
         knows or has reasonable cause to believe to be interested in shares
         held by that Member, and the Member or other person has failed in
         relation to any shares (the "default shares", which expression includes
         any shares issued after the date of the section 212 notice in right of
         those shares) to give the Company the information required within 14
         days from the date of service of the section 212 notice, the following
         sanctions apply, unless the Board otherwise decides:

         43.1.1   the member is not entitled in respect of the default shares to
                  be present or be counted in the quorum or to vote (either in
                  person or by proxy) at a general meeting or at a separate
                  meeting of the holders of a class of shares or on a poll or to
                  exercise other rights conferred by membership in relation to
                  the meeting or poll; and

         43.1.2   where the default shares represent at least 0.25 per cent. in
                  nominal value of the issued shares of their class:

                                       21
<PAGE>
                  (a)      a dividend (or any part of a dividend) or other
                           amount payable in respect of the default shares shall
                           be withheld by the Company, which has no obligation
                           to pay interest on it, and the Member is not entitled
                           to elect, pursuant to Article 151, to receive shares
                           instead of a dividend; and

                  (b)      no transfer of any of the default shares shall be
                           registered unless (1) the transfer is an excepted
                           transfer or (2) the Member is not himself in default
                           in supplying the information required and the Member
                           proves to the satisfaction of the Board that no
                           person in default in supplying the information
                           required is interested in any of the shares the
                           subject of the transfer or (3) registration of the
                           transfer is required by the Uncertificated Securities
                           Regulations.

43.2     Where a person who has an interest in American Depositary Shares
         receives a notice under this Article 43, that person is considered for
         the purposes of this Article 43 to have an interest in the number of
         Ordinary Shares represented by those American Depositary Shares which
         is specified in the notice and not in the remainder of the Ordinary
         Shares held by the ADR Depositary.

43.3     Where the ADR Depositary receives a notice under this Article 43, the
         ADR Depositary shall only be required to supply information relating to
         any person who has an interest in the Ordinary Shares held by the ADR
         Depositary which has been recorded by the ADR Depositary under the
         arrangements made with the Company (including in the Proxy Register
         maintained under Article 170) when it was appointed as the ADR
         Depositary.

44.      REMOVAL OF SANCTIONS AND CONVERSION OF UNCERTIFICATED SHARES

44.1     The sanctions under Article 43 cease to apply 7 days after the earlier
         of receipt by the Company of:

         44.1.1   notice of registration of an excepted transfer, in relation to
                  the default shares the subject of the excepted transfer;

         44.1.2   all information required by the section 212 notice, in a form
                  satisfactory to the Board, in relation to any default shares;
                  and

         44.1.3   the Company may exercise any of its powers under Article 14.3
                  in respect of any default shares in uncertificated form.

45.      NOTICE TO PERSON OTHER THAN A MEMBER

         Where, on the basis of information obtained from a Member in respect of
         a share held by him, the Company issues a section 212 notice to another
         person, it shall at the same time send a copy of the section 212 notice
         to the Member, but the accidental omission to do so, or the non-receipt
         by the Member of the copy, does not invalidate or otherwise affect the
         application of Article 43.

                                       22
<PAGE>

46.      INTEREST IN SHARES, FAILURE TO GIVE INFORMATION AND EXCEPTED TRANSFER

46.1     For the purpose of Articles 43 to 45:

         46.1.1   "INTERESTED" has the same meaning as that set out in section
                  212 of the Act;

         46.1.2   reference to a person having failed to give the Company the
                  information required by a section 212 notice, or being in
                  default in supplying such information, includes (a) reference
                  to his having failed or refused to give all or any part of it
                  and (b) reference to his having given information which he
                  knows to be false in a material particular or having
                  recklessly given information which is false in a material
                  particular;

         46.1.3   "EXCEPTED TRANSFER" means, in relation to shares held by a
                  Member (a) a transfer pursuant to acceptance of a takeover
                  offer for the Company (within the meaning of section 428(1) of
                  the Act); or (b) a transfer in consequence of a sale made
                  through a recognised investment exchange or another stock
                  exchange outside the United Kingdom on which shares in the
                  capital of the Company are normally traded; or (c) a transfer
                  which is shown to the satisfaction of the Board to be made in
                  consequence of a sale of the whole of the beneficial interest
                  in the shares to a person who is unconnected with the Member
                  and with any other person appearing to be interested in the
                  shares.

46.2     The provisions of Articles 43 to 46 are in addition and without
         prejudice to the provisions of the Statutes.

ALTERATIONS TO CAPITAL

47.      INREASE, CONSOLIDATION, SUB-DIVISION AND CANCELLATION

47.1     The Company may by ordinary resolution:

         47.1.1   increase its share capital by a sum to be divided into shares
                  of an amount prescribed by the resolution;

         47.1.2   consolidate and divide all or any of its share capital into
                  shares of a larger amount than its existing shares;

         47.1.3   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 share capital by the
                  amount of the shares so cancelled;

         47.1.4   subject to the Statutes, sub-divide all or any of its shares
                  into shares of a smaller amount and may by the resolution
                  determine that the shares resulting from such sub-division may
                  have any preferred or other special rights or be subject to
                  any restrictions, as compared with the others.

                                       23
<PAGE>

48.      REDUCTION OF CAPITAL

         Subject to the Statutes and to the rights attached to existing shares,
         the Company may by special resolution reduce its share capital, any
         capital redemption reserve fund or any share premium account in any
         manner.

49.      FRACTIONS

         If, as the result of consolidation and division or sub-division of
         shares, Members become entitled to fractions of a share, the Board may
         on behalf of the Members deal with the fractions as it thinks fit. In
         particular, the Board may:

49.1     sell fractions of a share to a person (including, subject to the
         Statutes, to the Company) for the best price reasonably obtainable and
         distribute the net proceeds of sale in due proportion amongst the
         persons entitled (except that if the amount due to a person is less
         than (pound)3, or such other sum as the Board may decide, the sum may
         be retained for the benefit of the Company). Where certificated shares
         are to be sold, the Board may authorise a person to execute an
         instrument of transfer of shares to, or in accordance with the
         directions of, the purchaser and may cause the name of the purchaser or
         transferee to be entered in the Register as the holder of the shares.
         Where uncertificated shares are to be sold, the Board may do all acts
         and things is considers necessary or expedient to effect the transfer
         of the shares to, or in accordance with the directions of, the
         purchaser. The purchaser is not bound to see to the application of the
         purchase money and the title of the transferee to the shares is not
         affected by an irregularity or invalidity in the proceedings connected
         with the sale; or

49.2     subject to the Statutes, issue to a Member credited as fully paid up by
         way of capitalisation the minimum number of shares required to round up
         his holding of shares to a number which, following consolidation and
         division or sub-division, leaves a whole number of shares (such issue
         being deemed to have been effected immediately before consolidation or
         sub-division, as the case may be). The amount required to pay up those
         shares may be capitalised as the Board thinks fit out of amounts
         standing to the credit o reserves (including a share premium account,
         capital redemption reserve and profit and loss account), whether or not
         available for distribution, and applied in paying up in full the
         appropriate number of shares. A resolution of the Board capitalising
         part of the reserves has the same effect as if the capitalisation had
         been declared by ordinary resolution of the Company pursuant to Article
         153. In relation to the capitalisation the Board may exercise all the
         powers conferred on it by Article 153 without an ordinary resolution of
         the Company.

GENERAL MEETINGS

50.      ANNUAL GENERAL MEETING

         An annual general meeting of the Company shall be held in each year (in
         addition to any other meeting swhich may be held in that year) and such
         meeting shall be specified as the annual general meeting in the notice
         calling it. Not more than fifteen months shall elapse between thedate
         of one annual general meeting and the date of the next. Subject to the
         provisions of this Article and of the Statutes, the annual general
         meeting shall be held at such time and place as the Board shall
         appoint.

                                       24
<PAGE>

51.      EXTRAORDINARY GENERAL MEETING

         All general meetings other than annual general meetings are called
         extraordinary general meetings.

52.      CONVENING OF EXTRAORDINARY GENERAL MEETINGS

         The Board may convene an extraordinary general meeting whenever it
         thinks fit. The Board must convene an extraordinary general meeting on
         receipt of a requistion in accordance with the Statutes or, in default,
         an extraordinary general meeting may be convened by such
         requisitionists, as provided by the Statutes, If at any tie there are
         not sufficient Directors capable of acting to form a quorum of the
         Board any Director or any two Members may convene an extraordinary
         general meeting in the same manner as nearly as possible as that in
         which meetings may be convened by the Board. In the case of an
         extraordinary general meeting convened on a requisition or by
         requisitionists, no business other than that stated in the requisition
         or proposed by the Board shall be transacted.

53.      LENGTH AND FORM OF NOTICE

         At least 21 clear days' notice of every annual general meeting and of
         every extraordinary general meeting at which it is proposed to pass a
         special resolution and at least 14 clear days' notice of every other
         extraordinary general meeting shall be given, in the manner set out
         below, to such Members as are, under the provisions of these Articles,
         or the terms of issue of shares, entitled to receive such notices from
         the Company and to the Auditors. Every notice of meeting shall specify
         whether the meeting is an annual general meeting or an extraordinary
         general meeting, the place, date and time of the meeting, in the case
         of special business, the general nature of such business, if a meeting
         is convened to pass a special or extraordinary resolution, the
         intention to propose the resolution as a special or extraordinary
         resolution (as the case may be) and shall state, with reasonable
         prominence, that a Member entitled to attend and vote at the meeting is
         entitled to appoint one or more proxies to attend and, on a poll, vote
         instead of him and that a proxy need not also be a Member.

54.      MEETING CALLED ON SHORT NOTICE

         A meeting, although called by shorter notice than that specified in the
         preceding Article, is deemed to be duly called if it is so agreed:

54.1     in the case of an annual general meeting, by all the Members entitled
         to attend and vote at the meeting; and

54.2     in the case of any other meeting, by a majority in number of the
         Members having a right to attend and vote at the meeting, being a
         majority together holding not less than 95 per cent in nominal value of
         the shares giving a right to attend and vote at the meeting.

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55.      OMISSION TO SEND NOTICE

         The accidental omission to give notice of any meeting or, in cases
         where it is sent out with the notice, an instrument of proxy to, or the
         non-receipt of either by, any person entitled to receive notice does
         not invalidate any resolution passed or proceedings held at that
         meeting.

56.      SPECIAL BUSINESS

         All business that is transacted at an extraordinary general meeting is
         deemed special and all business that is transacted at an annual general
         meeting shall also be deemed special, with the exception of declaring a
         dividend, the receipt, consideration and adoption of the accounts and
         the reports of the Directors and the Auditors and any other documents
         accompanying or annexed to the balance sheet, the appointment of
         Directors and the Auditors and the fixing of, or determination of the
         manner of fixing, the remuneration of the Auditors.

PROCEEDINGS AT GENERAL MEETINGS

57.      QUORUM

         No business shall be transacted at any general meeting unless a quorum
         is present when the meeting proceeds to business. Two persons entitled
         to vote, each being a Member or a proxy for a Member, shall be a
         quorum. The absence of a quorum does not prevent the appointment of a
         chairman in accordance with these Articles, where such appointment is
         not treated as part of the business of the meeting.

58.      CHAIRMAN

         The chairman of the Board or, in his absence, the deputy chairman shall
         preside at every general meeting; but if there is no chairman or deputy
         chairman or neither is willing or able to preside or if neither is
         present within 15 minutes after the time fixed for the start of the
         meeting, the Directors present shall choose a Director or, if only one
         Director is present and willing to act, he shall be chairman. In
         default, the Members present in person or by proxy shall choose one of
         their number to be chairman of the meeting.

59.      QUORUM NOT PRESENT

59.1     If within 15 minutes (or such longer period as the chairman in his
         absolute discretion may decide) from the time fixed for the start of a
         general meeting a quorum is not present, the meeting, if convened by or
         on the requisition of Members, shall be dissolved. In any other case it
         shall stand adjourned to such time and place as the chairman of the
         meeting may decide.

59.2     At an adjourned meeting if a quorum is not present within 15 minutes
         (or such longer period as the chairman in his absolute discretion may
         decide) from the time fixed for the start of the meeting the adjourned
         meeting shall be dissolved.

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<PAGE>

59.3     The Company shall give not less than 7 clear days' notice, specifying
         the place, date and time of any meeting adjourned for the lack of a
         quorum and the notice shall state the quorum requirement.

60.      ADJOUNRED MEETING

60.1     The chairman of the meeting may, with the consent of the meeting at
         which a quorum is present (and shall, if so directed by the meeting)
         adjourn any meeting from time to time and from place to place or for an
         indefinite period. Without prejudice to any other power which he may
         have under the provisions of the Articles or at common law, the
         chairman may, without the consent of the meeting, interrupt or adjourn
         a meeting from time to time and from place to place or for an
         indefinite period if he decides that it has become necessary to do so
         in order to (1) secure the proper and orderly conduct of the meeting or
         (2) give all persons entitled to do so a reasonable opportunity of
         speaking and voting at the meeting or (3) ensure that the business of
         the meeting is properly dealt with.

60.2     Whenever a meeting is adjourned for 30 days or more or for an
         indefinite period, at least 7 clear days' notice, specifying the place,
         date and time of the adjourned meeting shall be given as in the case of
         an original meeting and the general nature of the business to be
         transacted.

60.3     Except in the circumstances set out in Articles 59.3 and 60.2, no
         Member shall be entitled to any notice of an adjournment or of the
         business to be transacted at an adjourned meeting. No business shall be
         transacted at any adjourned meeting other than the business which might
         have been transacted at the meeting from which the adjournment took
         place.

61.      ACCOMMODATION OF MEMBERS AT MEETING

         If it appears to the chairman that the meeting place specified in the
         notice convening the meeting is inadequate to accommodate all Members
         entitled and wishing to attend, the meting is duly constituted and its
         proceedings valid if the chairman is satisfied that adequate facilities
         are avilable to ensure that a member who is unable to be accommodated
         is able to (1) participate in the business for which the meeting has
         been convened and (2) hear and see all persons present who speak
         (whether by the use of microphones, loud-speakers, audio-visual
         communications equipment or otherwise), whether in the meeting place or
         elsewhere, and (3) be heard and seen by all other persons present in
         the same way.

62.      SECURITY

         The Board may make any arrangement and impose any restriction it
         considers appropriate to ensure the security of a meeting including,
         without limitation, the searching of a person attending the meeting and
         the restriction of the items of personal property that may be taken
         into the meeting place. The Board is entitled to refuse entry to a
         meeting to a person who refuses to comply with these arrangements or
         restrictions.

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63.      ORDER OF MEETING

         The chairman shall take such action as he thinks fit to promote the
         orderly conduct of general meetings. The decision of the chairman on
         points of order, matters of procedure or arising incidentally out of
         the business of the meeting shall be final and conclusive, as shall be
         his determination, in good faith, whether any point or matter is of
         such a nature.

64.      AMENDMENT OF RESULTIONS

         If an amendment proposed to a resolution under consideration is ruled
         out of order by the chairman of the meeting, the proceedings on the
         substantive resolution are not invalidated by an error in his ruling.

65.      MEMBERS' RESOLUTION IN WRITING

         A resolution in writing signed by or on behalf of all the Members who
         would have been entitled to vote on it as if it had been passed at a
         general meeting at which he was present is as valid and effective as a
         resolution passed at a general meeting duly convened and held and may
         consist of several documents in the same form each duly signed by or on
         behalf of one or more Members. If the resolution in writing is
         described as a special resolution or as an extraordinary resolution, it
         has effect as such.

VOTING

66.      METHOD OF VOTING

66.1     At a general meeting, an ordinary resolution put to the vote of the
         meeting is decided on a show of hands unless, before or on the
         declaration of the result of the show of hands, a poll is demanded by:

         66.1.1   the chairman of the meeting; or

         66.1.2   not less than 5 Members present in person or by proxy and
                  entitled to vote at the meeting; or

         66.1.3   a Member or Members present in person or by proxy and
                  representing in aggregate not less than one-tenth of the total
                  voting rights of all the Members having the right to vote at
                  the meeting; or

         66.1.4   by a Member or Members present in person or by proxy holding
                  shares in the Company conferring a right to vote at the
                  meeting being shares on which an aggregate sum has been paid
                  up equal to not less than one-tenth of the total sum paid up
                  on all the shares conferring that right.

66.2     All special resolutions and extraordinary resolutions shall only be
         decided on a poll.

66.3     Unless a poll is demanded and the demand is not withdrawn a declaration
         by the chairman of the meeting that a resolution has, on a show of
         hands, been carried or carried unanimously or

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<PAGE>

         by a particular majority or lost or not carried by a particular
         majority, and an entry to that effect in the minute book of the
         Company, is conclusive evidence of the fact without proof of the votes
         recorded in favour of or against such resolution.

67.      PROCEDURE ON A POLL

67.1     A poll demanded on the election of a chairman or on a question of
         adjournment shall be taken forthwith. A poll demanded on any other
         question shall be taken at such time (not being more than 30 days from
         the date of the meeting or the adjourned meeting at which such poll is
         demanded) and place and in such manner as the chairman of the meeting
         directs and the result of the poll is deemed to be the resolution of
         the meeting at which the poll is demanded. No notice need be given of a
         poll not taken immediately if the time and place at which it is to be
         taken are announced at the meeting at which it is demanded. In any
         other case, at least 7 clear days' notice shall be given specifying the
         time and place at which the poll is to be taken.

67.2     If a poll is properly demanded, it shall be taken in such manner as the
         chairman directs. He may appoint scrutineers, who need not be Members,
         and may fix a time and place for declaring the result of the poll. The
         result of the poll is deemed to be the resolution of the meeting at
         which the poll is demanded.

67.3     The demand for a poll may be withdrawn but only with the consent of the
         chairman. A demand withdrawn in this way validates the result of a show
         of hands declared before the demand is made. In the case of a poll
         demanded before the declaration of the result of a show of hands, the
         meeting shall continue as if the demand had not been made.

67.4     The demand for a poll (other than on the election of the chairman or on
         a question of adjournment) does not prevent the continuance of a
         meeting for the transaction of any business other than the question on
         which a poll has been demanded.

68.      CASTING VOTE

         In the case of an equality of votes, whether on a show of hands or on a
         poll, the chairman of the meeting is entitled to a further or casting
         vote in addition to the votes to which he may be entitled as a Member.

69.      OBJECTION TO AND ERROR IN VOTING

         Any objection raised to the qualification of any voter, or to the
         counting of or failure to count any vote, does not invalidate the
         decision of the meeting on any resolution unless it is raised at the
         meeting or adjourned meeting at which the vote objected to is tendered
         or at which the error occurs. Any objection or error shall be referred
         to the chairman of the meeting and only invalidates the decision of the
         meeting on any resolution if the chairman decides that the same is of
         sufficient magnitude to affect the decision of the meeting. The
         decision of the chairman on such matters is final and conclusive.

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<PAGE>

70.      VOTES OF MEMBERS

70.1     Subject to any special terms as to voting upon which any share may be
         issued, or may be held, and subject to the provisions of these
         Articles, on a show of hands every Member present in person and
         entitled to vote shall have one vote and on a poll every Member present
         in person or by proxy and entitled to vote shall have one vote for
         every share of which he is the holder.

70.2     If any Member is a person with mental disorder or is otherwise
         incapacitated he may vote, whether on a show of hands or on a poll, by
         his guardian, receiver, curator bonis or other person authorised for
         that purpose and appointed by the Court either personally or by proxy
         if such evidence as the Board may reasonably require of the authority
         of the person claiming to exercise the right to vote is received at the
         Office (or other place specified in accordance with the Articles for
         the deposit of instruments of proxy) within the time limits prescribed
         by the Articles for the deposit of instruments of proxy for use at the
         meeting or adjourned meeting or poll at which such person is to vote.

70.3     If two or more persons are jointly entitled to a share, the vote of the
         senior who tenders a vote, whether in person or by proxy, shall be
         accepted to the exclusion of the votes of the other holders of the
         share and seniority is determined by the order in which the names stand
         in the Register.

71.      RESTRICTION ON VOTING RIGHTS

         No Member is entitled to be present or to be counted in the quorum or
         vote, either in person or by proxy, at any general meeting or at any
         separate meeting of the holders of a class of shares or on a poll or to
         exercise other rights conferred by membership in relation to the
         meeting or poll, unless all calls or other moneys due and payable in
         respect of the share have been paid. This restriction ceases on payment
         of the amount outstanding and all costs, charges and expenses incurred
         by the Company by reason of non-payment.

72.      VOTING BY PROXY

         A proxy need not be a Member and a Member may appoint one or more than
         one person to act as his proxy. On a poll votes may be given in person
         or by proxy and a Member entitled to more than one vote need not, if he
         votes, use all of his votes or cast all the votes he uses in the same
         way. Deposit of an instrument of proxy does not prevent a Member from
         attending and voting in person at th meeting or an adjournment or on a
         poll. An instrument of proxy is (unless the contrary is stated in it)
         valid for an adjournment of the meeting as well as for the meeting or
         meetings to which it relates. An instrument of proxy is valid for 12
         months from the date of execution.

73.      APPOINTMENT OF MORE THAN ONE PROXY

         If a Member appoints more than one person to act as his proxy the
         instrument appointing each proxy shall specify the shares held by the
         Member in respect of which each proxy is to vote and no Member may
         appoint more than one proxy (save in the alternate) to vote in respect
         of any one share held by that Member. When two or more valid but
         differing instruments of

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<PAGE>

         proxy are delivered for the same share for use at the same meeting, the
         one which is last validly delivered (regardless of its date or the date
         of its execution) shall be treated as replacing and revoking the other
         or others as regards that share.

74.      EXECUTION OF PROXY

         The instrument appointing a proxy shall be in writing in any usual form
         or in such other form as the Board may approve executed by the
         appointor, or his attorney duly authorised in writing, or if the
         appointor is a corporation, under its seal or under the hand of its
         officer or attorney or other person duly authorised to sign. The
         Directors may require evidence of authority of such officer or
         attorney.

75.      PROXY VALID THOUGH AUTHORITY REVOKED

         A vote given or poll demanded by a proxy or authorised representative
         of a company is valid notwithstanding termination of his authority
         unless notice in writing of the termination is received at the Office
         (or other place specified in accordance with the articles for the
         deposit of instruments of proxy) one hour at least before the time
         fixed for holding the meeting or adjourned meeting at which the vote is
         given or (where the poll is taken other than on the same day as the
         meeting or adjourned meeting) the time appointed for the taking of the
         poll at which the vote is cast.

76.      PROXY CAN DEMAND A POLL

         The instrument appointing a proxy is deemed (unless the contrary is
         stated in it) to confer authority to demand or join in demanding a poll
         and to vote on a resolution or other business which may properly come
         before the meeting or meetings for which it is given as the proxy
         thinks fit.

77.      DEPOSIT OF PROXY

77.1     The instrument appointing a proxy and the power of attorney or other
         authority, if any, under which it is signed, or a copy of it notarially
         certified, or certified in some other way approved by the Board, shall
         be:

         77.1.1   deposited at such place as may be specified for that purpose
                  in the notice convening the meeting or in the instrument of
                  proxy or if no place is so specified at the Office at least 48
                  hours before the time appointed for holding the meeting or
                  adjourned meeting or the taking of a poll at which the person
                  named in the instrument proposes to vote; or

         77.1.2   in the case of a meeting adjourned for less than 28 days but
                  more than 48 hours or in the case of a poll taken more than 48
                  hours after it is demanded, deposited as required by Article
                  77.1 not less than 24 hours before the time appointed for the
                  holding of the adjourned meeting or the taking of the poll; or

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<PAGE>

         77.1.3   in the case of a meeting adjourned for less than 48 hours or
                  in the case of a poll not taken immediately but taken not more
                  than 48 hours after it was demanded, delivered at the
                  adjourned meeting or at the meeting at which the poll was
                  demanded to the chairman or to the Secretary or to a Director.

77.2     An instrument of proxy not deposited or delivered in accordance with
         this Article is invalid.

78.      SENDING INSTRUMENT OF PROXY

         Subject to the Statutes, the Board may, at the expense of the Company,
         send by post or otherwise to all or none of the persons entitled to
         receive notice of and to vote at a meeting, instruments of proxy (with
         or without provision for their return prepaid) either in blank or
         nominating in the alternative any one or more of the Directors or the
         chairman of the meeting or any other person or persons. If sent the
         instrument shall provide for two-way voting (without prejudice to a
         right to abstain) on all resolutions set out in the notice of meeting.

79.      COMPANY ACTING BY AUTHORISED REPRESENTATIVE

         A company which is a Member may, by resolution of its directors or
         other governing body, authorise any person to act as its representative
         at any meeting of the Company or at any separate meeting of the holders
         of a class of shares and such representative shall be entitled to
         exercise the same powers on behalf of the company which he represents
         as that company could exercise if it were an individual Member. The
         company is, for the purposes of the Articles, deemed to be present in
         person at a meeting if the representative is present. All references to
         attending and voting in person shall be construed accordingly. A
         Director, the Secretary or any other person authorised for the purpose
         by the Secretary may require the representative to produce a certified
         copy of the resolution of authorisation before permitting him to
         exercise his powers.

APPOINTMENT OF DIRECTORS

80.      POWER OF COMPANY TO APPOINT DIRECTORS

         Subject to the Articles, the Company may, by ordinary resolution,
         appoint a person who is willing to act to be a Director, either to fill
         a vacancy or as an addition to the Board, but the total number of
         Directors may not exceed a maximum number fixed in accordance with the
         Articles.

81.      NUMBER OF DIRECTORS

         Unless and until otherwise determined by the Company by ordinary
         resolution the maximum number of Directors is 10 and the minimum number
         of Directors is 2.

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<PAGE>

82.      POWER OF THE BOARD TO APPOINT DIRECTORS

         The Board may appoint a person who is willing to act to be a Director,
         either to fill a vacancy or as an addition to the Board, but the total
         number of Directors may not exceed a maximum number fixed in accordance
         with the Articles. A Director so appointed shall hold office only until
         the dissolution of the annual general meeting following next after his
         appointment, unless he is reappointed during the meeting. A Director so
         retiring shall not be taken into account in determining the number of
         Directors who are to retire by rotation at such meeting.

83.      NO SHARE QUALIFICATION

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

EXECUTIVE DIRECTORS

84.      APPOINTMENT OF EXECUTIVE DIRECTORS

         The Board may appoint one or more of its body to hold executive office,
         including the office of managing or joint or assistant managing
         director. Any such appointments shall be on such terms (including
         remuneration) and for such period as the Board may determine, subject
         to the Statutes.

85.      TERMINATION OF EXECUTIVE OFFICE

         The appointment of any Director to any executive office may be
         terminated by the Board, without prejudice to any claim he may have for
         damages for breach of contract.

86.      POWERS OF EXECUTIVE DIRECTOR

         The Board may delegate to a Director holding any executive office any
         of the powers, authorities and discretions exercisable by the Board for
         such time and on such terms and conditions as it thinks fit. The Board
         may revoke or alter the terms and conditions of the delegation and may
         retain or exclude the right of the Board to exercise the delegated
         powers, authorities or discretions collaterally with the executive
         Director.

ROTATION, RETIREMENT AND REMOVAL OF DIRECTORS

87.      VACATION OF OFFICE BY DIRECTOR

87.1     The office of a Director shall be vacated if:

         87.1.1   he ceases to be a Director by virtue of any provision of the
                  Statutes, is removed from office pursuant to any provision of
                  the Articles or he becomes prohibited by law from being a
                  Director; or

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<PAGE>

                  he becomes bankrupt, has an interim receiving order made
                  against him or makes any arrangement or composition with his
                  creditors generally or applies to the court for an interim
                  order under section 253 of the Insolvency Act 1986 in
                  connection with a voluntary arrangement under that Act; or

         87.1.2   he is a person with mental disorder and the Board resolves
                  that his office be vacated; or

         87.1.3   he resigns by notice in writing to the Company delivered to
                  the Secretary at the Office or tendered at a Board meeting; or

         87.1.4   he does not attend any Board meetings for a period of 6
                  months; or

         87.1.5   he is removed from office by notice in writing served on him
                  signed by or on behalf of two thirds of the other Directors
                  which removal shall be deemed to be an act of the Company and
                  shall have effect without prejudice to any claim he may have
                  for damages for breach of contract.

87.2     A resolution of the Board declaring a Director to have vacated office
         under the terms of this Article is conclusive as to the fact and
         grounds of vacation stated in the resolution.

88.      NO RETIREMENT ON ACCOUNT OF AGE

         No person is incapable of being appointed a Director by reason of his
         having reached the age of 70 or any other age. Special notice is not
         required in connection with the appointment or approval of the
         appointment of such person. No Director is required to vacate his
         office because he has reached the age of 70 or any other age and
         section 293 of the Act does not apply to the Company.

89.      RETIREMENT BY ROTATION

         At each annual general meeting one third of the Directors who are
         subject to retirement by rotation or if their number is not 3 or a
         multiple of 3 then the number nearest to but not exceeding one third
         shall retire from office. If the number of Directors subject to
         retirement by rotation is fewer than 3, one of such Directors shall
         retire.

90.      DIRECTORS SUBJECT TO RETIREMENT

         Subject to the Statutes and the Articles, the Directors to retire by
         rotation at the annual general meeting in every year shall be in
         addition to any Director who wishes to retire and not to offer himself
         for reappointment and any Director to retire pursuant to Article 82.
         The Directors to retire by rotation shall be those Directors who have
         been longest in office since their last appointment or reappointment.
         As between 2 or more Directors who have been in office an equal length
         of time, the Directors to retire shall, in the absence of agreement, be
         selected from among them by lot. The Directors to retire on each
         occasion shall be determined on the basis of the composition of the
         Board at the start of business on the date of the notice

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<PAGE>

         convening the annual general meeting, disregarding a change in the
         number or identity of the Directors after that time but before the
         close of the meeting.

91.      POSITION OF RETIRING DIRECTOR

         A Director who retires at an annual general meeting, whether by
         rotation or otherwise, may, if willing to act and if approved by the
         Board, be reappointed. If he is not reappointed or deemed reappointed,
         he may retain office until the meeting appoints someone in his place
         or, if it does not do so, until the end of the meeting.

92.      DEEMED REAPPOINTMENT

         The Company, at the meeting at which a Director retires by rotation,
         may fill the vacated office and, if it does not do so, the retiring
         Director is, if willing, deemed reappointed, unless at such meeting it
         is expressly resolved not to fill such vacated office or unless a
         resolution for the reappointment of such Director is put to the meeting
         and lost.

93.      ELIGIBILITY OF NEW DIRECTORS

         No person is eligible for appointment or reappointment as a Director at
         any general meeting unless he is recommended by the Board for election,
         or, not less than 7 not more than 42 days before the day appointed for
         the meeting, notice in writing addressed to the Secretary at the Office
         has been given by a Member qualified to be present and vote at the
         meeting of his intention to propose such person for appointment or
         reappointment and notice in writing, signed by the person to be
         proposed, of his willingness to be appointed or reappointed.

94.      VOTING ON RESOLUTION FOR APPOINTMENT

         Every resolution of a general meeting for the appointment or
         reappointment of a Director shall relate to one named person and a
         single resolution for the appointment or reappointment of 2 or more
         persons as Directors is void, unless an ordinary resolution that the
         resolution is proposed in this way has first been agreed to by the
         meeting without any vote being given against it.

95.      REMOVAL BY ORDINARY RESOLUTION

         In addition to any power of the Company under the Statutes to remove a
         Director, the Company may by ordinary resolution remove any Director
         before the expiration of his period of office (without prejudice to a
         claim for damages for breach of contract) and may, subject to the
         Articles, by ordinary resolution appoint another Director, who is
         willing to act, in his place. A person appointed in place of a Director
         so removed shall be subject to retirement at the same time as if he had
         become a Director on the day on which the Director in whole place he is
         appointed was last appointed or reappointed a Director.

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DIRECTORS' REMUNERATION, EXPENSES AND BENEFITS

96.      DIRECTORS' FEES

         There shall be available to be paid out of the funds of the Company to
         the Directors as fees in each year an aggregate sum not exceeding
         (pound)180,000 as the Board may determine, such sum to be divided among
         such Directors in such proportions as the Board may decide or, in
         default of agreement, equally. Any Director holding the office of
         director for part of a year shall, unless otherwise agreed, be entitled
         only to a proportionate part of such fee. The Company may by ordinary
         resolution increase the amount of the fees payable under this Article.
         A fee payable pursuant to the provisions of this Article is distinct
         from any salary, remuneration or other amount payable to him pursuant
         to other provisions of the Articles and accrues from day to day.

97.      EXPENSES

         The Directors are entitled to be repaid all reasonable travelling,
         hotel and other expenses properly incurred by them in the performance
         of their dues as Directors, including their expenses of travelling to
         and from meetings of the Board or committees of the Board or general
         meetings or separate meetings of the holders of a class of shares and
         any expenses incurred by them in obtaining independent professional
         advice.

98.      REMUNERATION OF EXECUTIVE DIRECTORS

         The remuneration of a Director appointed to hold employment or
         executive office in accordance with the Articles may be a fixed sum of
         money or in whole or in part by participation in profits or otherwise
         as the Board may determine and may be in addition to or instead of a
         fee payable to him for his services as Director pursuant to the
         Articles.

99.      ADDITIONAL REMUNERATINO

         The Board may grant reasonable additional remuneration and expenses to
         any Director who, at the request of the Board, goes or resides abroad
         or renders any special or extra services to the Company, which may be
         paid by way of a lump sum, participation in profits or otherwise as the
         Board may determine.

100.     DIRECTORS' PENSIONS AND OTHER BENEFITS

100.1    The Board may establish, maintain, participate in or contribute to or
         procure the establishment or maintenance of, participation in or
         contribution to any pension, superannuation, benevolent or life
         assurance fund, scheme or arrangement (whether contributory or
         otherwise) for the benefit of, and give or procure the giving of
         donations, gratuities, pensions, allowances, benefits and emoluments
         to, any persons who are or were at any time in the employment or
         service of or who have at any time been Directors of the Company or of
         any company which is or was a member of the Group or any of their
         predecessors in business (and for any member of his family, including a
         spouse or former spouse or a person who is or was dependent on him).
         Any Director or former Director shall be entitled to participate ni and
         retain for his own benefit any such donations, gratuities, pensions,
         allowances, benefits or emoluments.

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         The Board may arrange for this to be done by the Company either alone
         or in conjunction with any other person.

100.2    Subject to the Statutes, the Board may establish and maintain any other
         employees' share scheme or any, share option or share incentive or
         profit sharing scheme and establish and (if any such scheme so
         provides) contribute to any scheme for the purchase by or transfer,
         allotment or issue to trustees of shares in the Company or its holding
         company to be held for the benefit of employees (including DIRECTOR and
         officer's) or a selected group of employees of the Company or any
         Subsidiary Undertaking and lend money to such trustees or employees to
         enable them to purchase such shares, such schemes to include as the
         Board may consider to be appropriate, provisions for the purchase by or
         transfer, allotment or issue to persons other than employees.

INTEREST OF DIRECTORS

101.     PERMITTED INTERESTS

101.1    Subject to the Statutes and to Article 102, a Director, notwithstanding
         his office:

         101.1.1.1 may hold any other office or place of profit with the Company
                  (except that of auditor) in conjunction with his office of
                  director and on such terms as to remuneration and otherwise as
                  the Board may arrange. Any Director may act by himself or
                  through his firm in a professional capacity for the Company
                  and he or his firm shall be entitled to remuneration for
                  professional services;

         101.1.1.2 may enter into or otherwise be interested in a contract,
                  arrangement, transaction or proposal with the Company or in
                  which the Company is otherwise interested either in connection
                  with his tenure of an office or place of profit and either as
                  vendor, purchaser or otherwise;

         101.1.1.3 may be a director or other officer of or employed by or a
                  party to a contract, transaction, arrangement or proposal with
                  or be otherwise interested in a company promoted by the
                  Company or in which the Company is otherwise interested;

         101.1.1.4 unless otherwise agreed, is not liable to account to the
                  Company for any remuneration, profit or other benefit received
                  by him by virtue of such office, employment, contract,
                  arrangement, transaction or proposal and no such contract,
                  arrangement, transaction or proposal is avoided on the grounds
                  of any such interest or benefit.

102.     DECLARATION OF DIRECTOR'S INTEREST

         Without prejudice to the requirements of the Statutes, a Director who
         is in any way, directly or indirectly, interested in a contract,
         arrangement, transaction or proposal with the Company shall declare the
         nature of his interest at the meeting of the Board at which the
         question of entering into the contract, arrangement, transaction or
         proposal is first taken into

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<PAGE>

         consideration, if he knows his interest then exists, or, in any other
         case, at the next meeting of the Board after he knows that he is or has
         become interested. For the purposes of this Article, a general notice
         given to the Board by a Director to the effect that he is to be
         regarded as having an interest (of the nature and extent specified in
         the notice) in any contract, arrangement, transaction or proposal in
         which a specified person or class of persons is interested is a
         sufficient declaration of interest in relation to that contract,
         transaction, arrangement or proposal. An interest of which a Director
         has no knowledge and of which it is unreasonable to expect him to have
         knowledge is not treated as his interest.

103.     LIMITATIONS ON VOTING OF INTERESTED DIRECTOR

103.1    Except as provided in this Article, a Director may not vote in respect
         of any contract, arrangement, transaction or proposal to which the
         Company is or is to be a party and in which he is, to his knowledge,
         materially interested, directly or indirectly, otherwise than by virtue
         of his interest in shares or debentures or other securities of or
         otherwise in or through the Company. This prohibition does not apply to
         any resolution concerning any of the following matters namely:

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

         103.1.2  the giving to a third party of a guarantee, security or
                  indemnity in respect of a debt or obligation of the Company or
                  any of its Subsidiary Undertakings for which he himself has
                  assumed responsibility, in whole or in part, under a guarantee
                  or indemnity or by the giving of security;

         103.1.3  a contract, arrangement, transaction or proposal concerning an
                  offer of shares or debentures or other securities of or by the
                  Company or any of its Subsidiary Undertakings for subscription
                  or purchase in which offer he is or may be entitled to
                  participate as a holder of securities or in the underwriting
                  or sub-underwriting of which the Director is to participate;

         103.1.4  a contract, arrangement, transaction or proposal to which the
                  Company is or is to be a party concerning any other company in
                  which he is interested directly or indirectly and whether as
                  an officer or shareholder or otherwise ("RELEVANT COMPANY"),
                  if he is not, directly or indirectly, the holder of or
                  beneficially interested in one per cent. or more of a class of
                  equity share capital of the relevant company or of the voting
                  rights available to members of the relevant company or able to
                  cause one per cent or more of those voting rights to be case
                  at his direction (and for the purposes of this Article, shares
                  held by a Director as bare or custodian trustee and in which
                  he has no beneficial interest, shares comprised in a trust and
                  in which the Director's interest is in reversion or is in
                  remainder, if and so long as another person is entitled to
                  receive the income from the trust, and shares comprised in an
                  authorised unit trust scheme in which the Director is
                  interested only as a unit holder are disregarded);

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<PAGE>

         103.1.5  a contract, arrangement, transaction or proposal concerning
                  the adoption, modification or operation of a pension,
                  superannuation or similar scheme or retirement, death or
                  disability benefits scheme or personal pension plan or
                  employees' or other share incentive scheme under which he may
                  benefit or which does not accord to any Director as such any
                  privilege or benefit not accorded to the employees to whom the
                  scheme or fund relates;

         103.1.6  a contract, arrangement, transaction or proposal for the
                  benefit of employees of the Company or any of its Subsidiary
                  Undertakings under which the Director benefits in a similar
                  manner to the employees and which does not accord to any
                  Director as such any privilege or benefit not accorded to the
                  employees to whom it relates;

         103.1.7  a contract, arrangement, transaction or proposal concerning
                  the maintenance or purchase of any insurance policy for the
                  benefit of Directors or for the benefit of persons including
                  Directors.

104.     RESTRICTIONS ON VOTING

         A director may not vote or be counted in the quorum on a resolution of
         the Board or committee of the Board concerning his own appointment
         (including fixing or varying the terms of his appointment or its
         termination) of 2 or more Directors to offices or places of profit with
         the Company or any company in which the Company is interested, such
         proposals shall be divided and a separate resolution considered in
         relation to each Director. In such cases each of the Directors
         concerned (if not otherwise debarred from voting under the Articles) is
         entitled to vote (and be counted in the quorum) in respect of each
         resolution except that concerning his own appointment.

105.     MATERIALITY OF DIRECTOR'S INTEREST

         If any question arises at any meeting as to the materiality of a
         Director's interest or as to the entitlement of any Director to vote or
         be counted in a quorum and such question is not resolved by his
         voluntarily agreeing to abstain from voting or being counted in a
         quorum, the question shall be decided by a resolution of the remaining
         Directors or committee members present at the meeting and in the case
         of an equality of votes the chairman (unless he is the Director the
         materiality of whose interest or entitlement to vote is in issue) shall
         have a second or casting vote which shall be conclusive and binding.

106.     DIRECTOR'S INTEREST EXTENDS TO CONNECTED PERSONS

         For the purpose of Articles 101 to 106, the interest of a person who is
         for the purposes of the Statutes connected (within the meaning of
         section 346 of the Act) with a Director is treated as the interest of
         the Director and, in relation to an alternate director, the interest of
         the Director appointing him shall be treated as the interest of the
         alternate director in addition to any interest which the alternate
         director otherwise has. Articles 101 to 106 apply to an alternate
         director as if he were a Director otherwise appointed.

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<PAGE>

POWERS AND DUTIES OF DIRECTORS

107.     POWERS OF THE BOARD

         Subject to the Statutes, the memorandum of association of the Company
         and the Articles and to directions given by the Company in general
         meeting, the business of the Company shall be managed by the Board,
         which may exercise all the powers of the Company. No alteration of the
         memorandum of association or of the Articles and no direction made by
         the Company in general meeting invalidates any prior act of the Board
         which would have been valid if the alteration or direction had not been
         made.

         The general powers given by this Article shall not be limited by any
         special authority or power given to the Directors by any other Article.

108.     DELEGATION TO COMMITTEES

         The Board may delegate any of the powers, authorities and discretions
         exercisable by the Board for such time and on such terms and conditions
         as it thinks fit to a committee consisting of one or more Directors and
         (if it thinks fit) one or more other persons, but only if a majority of
         the members of the committee are Directors of alternate directors. The
         Board may grant the power to sub-delegate, may revoke or alter the
         terms and conditions of the delegation or discharge the committee in
         whole or in part and may retain or exclude the right of the Board to
         exercise the delegated powers, authorities or discretions collaterally
         with the committee. Where a provision of the Articles refers to the
         exercise of a power, authority or discretion by the Board and that
         power, authority or discretion has been delegated by the Board to a
         committee, the provision shall be construed as permitting the exercise
         of the power, authority or discretion by the committee.

109.     LOCAL MANAGEMENT

         The Board may establish local or divisional boards or agencies for
         managing the affairs of the Company in a specified locality whether in
         the United Kingdom or elsewhere and may appoint any persons to be
         members of a local or divisional board or agency and may fix their
         remuneration and may delegate to any local or divisional board or
         agency any of the powers, authorities and discretions exercisable by
         the Board for such time and on such terms and conditions as it thinks
         fit. The Board may grant the power to sub-delegate, may revoke or alter
         the terms and conditions of the appointment or delegation and may
         retain or exclude the right of the Board to exercise the delegated
         powers, authorities or discretions collaterally with the local or
         divisional board or agency and may authorise the members of any local
         or divisional board or agency (or any of them) to fill any vacancy and
         to act notwithstanding any vacancy. Subject to any terms and conditions
         imposed by the Board, the proceedings of a local or divisional board or
         agency with 2 or more members are governed by those Articles that
         regulate the proceedings of the Board, so far as applicable.

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<PAGE>

110.     POWER OF ATTORNEY

         The Board may by power of attorney or otherwise appoint any company,
         firm or person to be the agent or attorney of the Company and may
         delegate to that company, firm or person any of the powers, authorities
         and discretions exercisable by the Board for such purposes and for such
         time and on such terms and conditions as it thinks fit. The Board may
         grant the power to sub-delegate, may revoke or alter the terms and
         conditions of the appointment or delegation and may retain or exclude
         the right of the Board to exercise the delegated powers, authorities or
         discretions collaterally with the attorney or agent.

111.     EXERCISE OF VOTING POWERS

         The Board may exercise or cause to be exercised the voting powers
         conferred by shares in the capital of another company held or owned by
         the Company, or a power of appointment to be exercised by the Company,
         in any manner it thinks fit (including the exercise of such power in
         favour of the appointment of a Director as an officer or employee of
         that company or in favour of the payment of remuneration to the
         officers or employees of that company).

BORROWING POWERS

112.     BORROWING POWERS

         The Directors may exercise all the powers of the Company to borrow
         money, and to mortgage or charge all or any part of its undertaking,
         property and assets (both present and future), including its uncalled
         capital and, subject to the Statutes, to issue Debentures and other
         securities, whether outright or as collateral security, for any debt,
         liability or obligation of the Company or of any third party.

PROCEEDINGS OF THE BOARD

113.     BOARD MEETINGS

         The Board may meet for the despatch of business, adjourn and otherwise
         regulate its meetings as it thinks fit.

114.     QUORUM

         The quorum necessary for the transaction of business may be decided by
         the Board and until decided otherwise is two persons present in person
         or by alternate director.

115.     NOTICE OF BOARD MEETINGS

         A Director may, and on the request of a Director the Secretary shall,
         at any time summon a meeting of the Board. It shall be necessary to
         give notice of a meeting of the Board to all the Directors and notice
         is deemed to be duly given to a Director if it is given to him
         personally or by word of mouth or sent to him at his last known address
         or another address given by him to the Company for that purpose. A
         Director may waive the requirement that notice be given

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<PAGE>
         to him of a Board meeting either prospectively or retrospectively. It
         shall not be necessary to give notice of a meeting of the Board to any
         Director absent from the United Kingdom save in any case where such
         absent Director leaves an address or facsimile number (either insider
         or outside the United Kingdom) in which case a telegram sent to that
         address or a message sent to that facsimile number shall be deemed to
         constitute notice to the Director at the time when it is dispatched or
         sent. Neither the accidental failure to give notice of a meeting of the
         Board to any Director nor the non-receipt in any case of such notice if
         given shall invalidate the meeting or any resolution passed or business
         transacted at the meeting.

116.     VOTING

         Save where otherwise expressly provided in these Articles questions
         arising at any meeting of the Board shall be decided by a majority of
         votes. In the case of an equality of votes, the Chairman shall have a
         second or casting vote.

117.     CHAIRMAN OF THE BOARD

         The Board may elect a chairman or deputy chairman, who shall preside at
         its meetings, but if no such chairman or deputy chairman is elected, or
         if at any meeting neither the chairman nor deputy chairman is present
         within 15 minutes after the time fixed for the start of the meeting,
         the Board shall choose one of its number to be chairman of such
         meeting. The Board may decide the period for which he is or they are to
         hold office and may at any time remove him or them from office. A
         chairman or deputy chairman may hold executive office or employment
         with the Company.

118.     PROCEEDINGS OF A COMMITTEE

118.1    Proceedings of a committee of the Board shall be conducted in
         accordance with any regulations that may from time to time be imposed
         upon it by the Board. Subject to those regulations and this Article,
         proceedings of a committee shall be governed by the provisions of these
         Articles regulating the proceedings of the Board, so far as applicable.

118.2    Where the Board resolves to delegate any of its powers, authorities and
         discretions to a committee of one or more Directors, notice of a
         meeting of that committee need only be given to the Director or
         Directors who form the committee.

119.     VALIDITY OF PROCEEDINGS OF BOARD OR COMMITTEE

         All acts done in good faith by any meeting of the Board or of a
         committee of the Board or by any person acting as a Director, alternate
         director or committee are, notwithstanding that it is afterwards
         discovered that there was some defect in the appointment of any
         Director or person acting or that they or any of them were disqualified
         from holding office or had ceased to hold office or were not entitled
         to vote, as valid as if every such person had been duly appointed and
         was qualified to be and had continued to be a Director, alternate
         director or member of a committee and entitled to vote.

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<PAGE>

120.     MINUTES OF PROCEEDINGS

         The Board shall cause minutes to be made of all appointments of
         officers and committees made by the Board and of any remuneration fixed
         by the Board and the names of the Directors present at all meetings of
         the Board and committees of the Board, the Company or the holders of a
         class of shares or debentures and all orders, resolutions and
         proceedings of such meetings and any such minutes of any meeting, if
         purporting to be signed by the chairman of the meeting, or by the
         chairman of the next succeeding meeting shall be conclusive evidence
         without any further proof of the matters stated in them.

121.     PARTICIPATION BY TELEPHONE

         A Director or his alternate director may participate in a meeting of
         the Board or of any committee of the Board through the medium of
         conference telephone or similar form of communication equipment
         notwithstanding that the Directors or committee members present may not
         all be meeting in one particular place if all persons participating in
         the meeting are able to hear and speak to each other throughout the
         meeting. A person participating in this way is deemed to be present in
         person at the meeting and is counted in a quorum and entitled to vote.
         The meeting is deemed to take place where the largest group of those
         participating is assembled or, if there is no such group, where the
         chairman of the meeting then is.

122.     BOARD RESOLUTION IN WRITING

         A resolution in writing signed by or on behalf of all the Directors
         entitled to receive notice of a Board meeting and not being less than a
         quorum or by all members of a committee of the Board is as valid and
         effective as a resolution passed at a Board meeting (or committee, as
         the case may be) and may consist of several documents in the same form
         each duly signed by or on behalf of one or more of the Directors (or
         members of the committee) and any such resolution in writing need not
         be signed by an alternate director if it is signed by the Director
         appointing him and a resolution signed by an alternate director need
         not be signed by the Director appointing him.

123.     NUMBER OF DIRECTORS LESS THAN MINIMUM

         If the number of Directors is reduced below the minimum number fixed by
         these Articles or decided by the Company by ordinary resolution, the
         continuing Directors or Director may act only for the purpose of
         appointing an additional Director or Directors to make up that minimum
         or convening a general meeting of the Company for the purpose of making
         such appointment. If no Director or Directors is or are able or willing
         to act, two Members may convene a general meeting for the purpose of
         appointing Directors. An additional Director appointed in this way
         holds office (subject to the Articles) only until the dissolution of
         the next annual general meeting after his appointment unless he is
         reappointed during the meeting.

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<PAGE>

ALTERNATE DIRECTORS

124.     APPOINTMENT

         A Director (other than an alternate director) may, by notice delivered
         to the Secretary at the Office, or in any other manner approved by the
         Board, appoint another Director or any other person approved by the
         Board and willing to act to be his alternate director. No appointment
         of an alternate director who is not already a Director is effective
         until his consent to act as a Director in the form prescribed by the
         Statutes is received at the Office. An alternate director need not be a
         Member and is not counted in reckoning the number of Directors for the
         purpose of Article 81.

125.     PARTICIPATION IN BOARD MEETINGS

         An alternate director is (subject to his giving to the Company an
         address at which notice may be served upon him) entitled to notice of
         meetings of the Board and all committees of the Board of which the
         Director appointing him is a member and to attend and vote as a
         Director at any such meeting at which the Director appointing him is
         absent and to exercise all the powers, rights, duties and authorities
         of the Director appointing him. A Director acting as alternate director
         has a separate vote at meetings of the Board and committees of the
         Board for each Director for whom he acts as alternate director but he
         counts as only one for the purpose of determining whether a quorum is
         present.

126.     REMUNERATION AND EXPENSES

         The fee payable to an alternate director shall be payable out of the
         fee payable to the Director appointing him and shall consist of such
         portion (if any) of the fee as shall be agreed between the alternate
         director and the Director appointing him. The Company shall, however,
         repay to an alternate director expenses incurred by him in the
         performance of his duties if the Company would have been required to
         repay the expenses to him had he been a Director.

127.     REVOCATION OF APPOINTMENT

         A Director may, by notice delivered to the Secretary at the Office,
         revoke the appointment of his alternate director. If a Director dies or
         ceases to hold the office of Director, the appointment of his alternate
         director ceases automatically. If a Director retires at any meeting
         (whether by rotation or otherwise) but is reappointed by the meeting at
         which such retirement took effect, any appointment made by him pursuant
         to this Article which was in force immediately prior to his retirement
         shall continue to operate after his reappointment as if he had not so
         retired. The appointment of an alternate director ceases on the
         happening of an event which, if he were a Director otherwise appointed,
         would cause him to vacate office.

128.     RESPONSIBILITY

         An alternate director is not deemed to be the agent of the Director
         appointing him but is responsible for his own acts and defaults and is
         deemed to be an officer of the Company.

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ASSOCIATE DIRECTORS

129.     APPOINTMENT OF ASSOCIATE DIRECTOR

         The Board may appoint any person, not being a Director, to be an
         associate director of the Company or to an office or employment having
         a designation or title including the word "director" or may attach to
         an existing office or employment that designation or title and may
         terminate the appointment or use of that designation or title.

130.     EFFECT OF APPOINTMENT

         The appointment of a person to be an associate director or the
         inclusion of the word "director" in the designation or title of an
         office or employment shall not, save as otherwise agreed between him
         and the Company, affect the terms and conditions of his employment and
         shall not imply that the person has power to act as a Director or is
         entitled to receive notice of or attend or vote at meetings of the
         Directors and he is not deemed to be a Director for any of the purposes
         of these Articles.

131.     POWERS, DUTIES AND REMUNERATION

         The powers, duties and remuneration of an associate director or of any
         person having a designation or title including the word "director"
         shall be determined by the Board and the Board shall have the right to
         enter into any contract on behalf of the Company or transact any
         business of any description without the knowledge or approval of such
         persons, except that no act shall be done that would impose any
         personal liability on any or all of such persons except with his or
         their knowledge and consent.

SEALS

132.     APPLICATION OF SEALS

         A seal may be used only by the authority of a resolution of the Board
         or a committee of the Board. The Board may decide who will sign an
         instrument to which a seal is affixed (or, in the case of a share
         certificate, on which the seal may be printed) either generally or in
         relation to a particular instrument or type of instrument. The Board
         may also decide, either generally or in a particular case, that a
         signature may be dispensed with or applied by mechanical means.

133.     SIGNING OF SEALED DOCUMENTS

         Unless otherwise decided by the Board, certificates for shares or
         debentures or other securities (subject to the provisions of the
         relevant instrument) need not be signed or, if signed, a signature may
         be applied by mechanical or other means or may be printed and every
         other instrument to which a seal is affixed shall be signed by two
         Directors or one Director and the Secretary.

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<PAGE>

134.     SEAL FOR USE ABROAD

         The Board may exercise all the powers of the Company conferred by the
         Statutes with regard to having an official seal for use abroad.

SECRETARY

135.     APPOINTMENT AND REMOVAL OF SECRETARY

         Subject to the Statutes, the Board shall appoint and may remove a
         Secretary or joint secretaries and may appoint and remove one or more
         assistant or deputy secretaries on such terms and conditions as it
         thinks fit.

136.     AUTHORITY OF OTHER PERSON TO ACT AS SECRETARY

         Anything by the Statutes or these Articles required or authorised to be
         done by or to the Secretary may, if the office is vacant or there is no
         Secretary capable of acting, be done by or to any joint assistant or
         deputy secretary or, if there is no joint, assistant or deputy
         secretary capable of acting, by or to any officer of the Company
         authorised generally or specifically in that behalf by the Board. Any
         provision of the statutes or of the Articles requiring or authorising a
         thing to be done by or to a Director and the Secretary is not satisfied
         by its being done by or to the same person acting both as Director and
         as, or in the place of, the Secretary.

137.     AUTHENTIFICATION OF DOCUMENTS

         Any Director or the Secretary or any person appointed by the Board for
         the purpose shall have power to authenticate any documents affecting
         the constitution of the Company and any committee of the Board and any
         books, records, documents and accounts relating to the business of the
         Company and to certify copies or extracts as true copies or extracts.

REGISTERS

138.     REGISTER OF DIRECTORS' INTERESTS

         The register of Directors' interests shall be kept in accordance with
         the Statutes and shall be open to the inspection of any member or of
         any other person between the hours of 10am and noon on each day during
         which the same is bound to be open for inspection pursuant to the
         Statutes. The said register shall be produced at the commencement of
         each annual general meeting and shall remain open and accessible during
         the continuance of the meeting to any person attending such meeting.

139.     OTHER REGISTERS

         The register of Directors and Secretaries, the register of charges, the
         Register, the register of interests in shares, any overseas branch
         register and all other associated registers and indices shall be kept
         in accordance with the Statutes and the fee to be paid by a person
         other than a

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<PAGE>

         creditor or Member for each inspection of any register is the maximum
         sum prescribed by the Statutes or, failing which, decided by the Board.

DIVIDENDS

140.     RECORD DATES

         Notwithstanding any other provision of the Articles, but subject to the
         Statutes and any preferential or other special rights attached to
         shares, the Company or the Board may fix any date as the record date
         for a dividend, distribution, allotment or issue. The record date may
         be on or at any time before or after a date on which the dividend,
         distribution, allotment or issue is declared, made or paid.

141.     ENTITLEMENT TO DIVIDENDS

         Except as otherwise provided by the rights attached to shares, all
         dividends shall be declared and paid according to the amounts paid up
         on the shares in respect of which the dividend is declared and paid.
         Dividends shall be apportioned and paid proportionately to the amounts
         paid up on the shares during any portion or portions of the period in
         respect of which the dividend is paid. If any share is issued on terms
         that it shall rank for dividend as from a particular date then it shall
         rank for dividend as from that date. No amount paid up on a share in
         advance of a call may be treated as paid up for the purpose of this
         Article.

142.     DECLARATION OF DIVIDENDS

         Subject to the Statutes and the Articles, the Company may by ordinary
         resolution declare a dividend to be paid to the Members according to
         their respective rights and interests. No dividend shall exceed the
         amount recommended by the Board.

143.     INTERIM DIVIDENDS

         Subject to the Statutes, the Board may declare and pay to the Members
         such interim dividends (including a dividend payable at a fixed rate)
         as appear to the Board to be justified by the profits of the Company
         available for distribution. If the share capital of the Company is
         divided into different classes, the Board may pay interim dividends in
         respect of shares which rank after shares conferring preferred rights,
         unless at the time of payment a preferential dividend is in arrears. If
         the Directors act in good faith they shall not incur any liability to
         the holders of shares conferring preferred rights for any loss that
         they may suffer by reason of the lawful payment of an interim dividend
         on any shares ranking after those with preferred rights.

144.     PAYMENT OF DIVIDENDS IN KIND

         The Board may, with the prior authority of an ordinary resolution of
         the Company, direct that dividends may be satisfied in whole or in part
         by the distribution of specific assets including paid up shares,
         debentures or other securities of any other company. The Board may make
         all such valuations, adjustments and arrangements and issue all
         certificates or documents of title

                                       47
<PAGE>

         as may seem to it to be expedient with a view to facilitating the
         distribution and may vest assets in trustees on trust for the persons
         entitled to the dividend as may seem to the Board to be expedient.

145.     METHOD OF PAYMENT

         The Company may pay any dividend, interest or other amount payable in
         cash in respect of any share by cheque, dividend warrant or money order
         or by direct debit or a bank or other funds transfer system or by such
         other method as the holder or joint holders of the share in respect of
         which the payment is made may in writing direct. In respect of
         uncertificated shares, where the Company is authorised to do so by or
         on behalf of the holder or joint holders in such manner as the Company
         shall from time to time consider sufficient, the Company may also pay
         any such dividend, interest or other amount by means of the relevant
         system concerned (subject always to the facilities and requirements of
         that relevant system). Any joint holder may give an effective receipt
         for a dividend, interest or other amount paid in respect of the share.
         The Company may send a cheque, warrant or order by post (1) in the case
         of a sole holder, to his registered address or (2) in the case of joint
         holders, to the registered address of the person whose name stands
         first in the Register or (3) in the case of a person or persons
         entitled by transmission to a share, as if it were a notice given in
         accordance with Article 160 or (4) in any case, to a person and address
         that the person or persons entitled to the payment may in writing
         direct. Payment of the cheque, warrant or order, the collection of
         funds from or transfer of funds by a bank in accordance with such
         direct debit or bank or other transfer or, in respect of shares in
         uncertificated form, the making of payment in accordance with the
         facilities and requirements of the relevant system concerned shall be a
         good discharge to the Company. Every cheque, warrant or order is sent
         at the risk of the person entitled to the payment and shall be made
         payable to or to the order of the person or persons entitled or to such
         other person as the holder or joint holders may in writing direct.
         Every such payment made by direct debit or a bank or other funds
         transfer or by another method at the direction of the holder or joint
         holders shall be made to the holder or joint holders or to or through
         such other person as the holder or joint holders may in writing direct.
         In respect of uncertificated shares, every such payment made by means
         of the relevant system concerned shall be made in such manner as may be
         consistent with the facilities and requirements of the relevant system
         concerned. Without prejudice to the generality of the foregoing, in
         respect of shares in u7ncertificated form, such payment may include the
         sending by the Company or by any person on its behalf of an instruction
         to the Operator of the relevant system to credit the cash memorandum
         account of the holder or joint holders or, if permitted by the Company,
         of such person as the holder or joint holders may in writing direct.
         The Company shall not be responsible for any loss of any such cheque,
         warrant or order and any payment made by direct debit, bank or other
         funds transfer system or such other method shall be at the sole risk of
         the holder or joint holders. Without prejudice to the generality of the
         foregoing, if any such cheque, warrant or order has or shall be alleged
         to have been lost, stolen or destroyed, the Directors may, on request
         of the person entitled to it, issue a replacement cheque, warrant or
         order subject to compliance with such conditions as to evidence and
         indemnity and the payment of out of pocket expenses of the Company in
         connection with the request as the Directors may think fit.

                                       48
<PAGE>

146.     CESSATION OF PAYMENT OF DIVIDEND

146.1    If a cheque, warrant or order in respect of a dividend, or other amount
         payable in respect of a share, is returned undelivered or left uncashed
         or transfer made by a bank or other funds transfer systems is not
         accepted on

         146.1.1  two consecutive occasions; or

         146.1.2  one occasion and the Board, on making reasonable enquiries,
                  has failed to establish any new address or account of the
                  person concerned

         then the Board may determine that the Company shall cease sending or
         transferring a dividend, or other amount payable in respect of that
         share, to the person concerned until he notifies the Company of an
         address or account to be used for that purpose.

147.     DIVIDENDS DO NOT BEAR INTEREST

         No unpaid dividend, or other amount payable in respect of a share,
         bears interest as against the Company unless otherwise provided by the
         rights attached to the share.

148.     DEDUCTION FROM DIVIDEND

         The Board may deduct from any dividend or other amounts payable to a
         person in respect of a share, either alone or jointly with any other
         person, all amounts due from him, either alone or jointly with any
         other person, to the Company on account of calls or otherwise in
         respect of a share.

149.     UNCLAIMED DIVIDENDS

         All unclaimed dividends, interest or other amounts payable by the
         Company in respect of a share may be invested or otherwise made use of
         by the Board for the benefit of the Company until claimed and the
         payment of any unclaimed dividend, interest or other amount payable by
         the Company in respect of a share into a separate account or the
         investment of it does not constitute the Company a trustee in respect
         of it. Any dividend which has remained unclaimed for a period of 12
         years from the date it became due for payment is forfeited and ceases
         to remain owing by the Company.

150.     DIVIDEND MAY BE WITHHELD

         Without prejudice to Articles 43 to 46, the Board may withhold payment
         of a dividend (or part of a dividend) payable to a person entitled by
         transmission to a share until he has provided any evidence of his right
         that the Board may reasonably require.

                                       49
<PAGE>

151.     PAYMENT OF SCRIP DIVIDENDS

151.1    Subject to the Statutes, but without prejudice to Article 43, the Board
         may, with the prior authority of an ordinary resolution of the Company,
         allot to those holders of a particular class of shares who have elected
         to receive them further shares of that class or ordinary shares, in
         either case paid up ("new shares"), instead of cash in respect of all
         or part of a dividend or dividends specified by the resolution, subject
         to any exclusions, restrictions or other arrangements the Board may in
         its absolute discretion deem necessary or expedient to deal with legal
         or practical problems under the laws of, or the requirements of a
         recognised regulatory body or a stock exchange in, any territory.

151.2    Where a resolution under Article 151.1 is to be proposed at a general
         meeting and the resolution relates in whole or in part to a dividend to
         be declared at that meeting, then the resolution declaring the dividend
         is deemed to take effect at the end of that meeting.

151.3    A resolution under Article 151.1 may relate to a particular dividend or
         to all or any dividends declared or paid within a specified period, but
         that period may not end later than the beginning of the fifth annual
         general meeting following the date of the meeting at which the
         resolution is passed.

151.4    The Board may make any provision it considers appropriate in relation
         to an allotment made pursuant to this Article, including but not
         limited to:

         151.4.1  the giving of notice to holders of the right of election
                  offered to them;

         151.4.2  the provisions of forms of election (whether in respect of a
                  particular dividend or dividends generally);

         151.4.3  determination of the procedure for making and revoking
                  elections;

         151.4.4  the place at which, and the latest time by which, forms of
                  election and other relevant documents must be lodged in order
                  to be effective; and

         151.4.5  the disregarding or rounding up or down or carrying forward of
                  fractional entitlements, in whole or in part, or the accrual
                  of the benefit of fractional entitlements to the Company
                  (rather than to the Members concerned).

         151.5    The new shares will rank equally with each other and with
                  every other paid share of the same class in issue on the
                  record date for the dividend in respect of which the right of
                  election has been offered, but they will not rank for a
                  dividend or other distribution or entitlement which has been
                  declared or paid by reference to that record date.

RESERVES

152.     PROVISION OF RESERVES

         The Board may, before recommending any dividend, set aside out of the
         profits of the Company (including any premiums received upon the issue
         of debentures or other securities

                                       50
<PAGE>

         or rights of the Company) such amounts as it thinks proper as a reserve
         fund or funds which shall at the discretion of the Board be applicable
         for any purpose for which the profits of the Company may lawfully be
         applied. The Board may employ the amounts in the business of the
         Company or invest the same in such securities (other than the shares of
         the Company or its holding company) as it may select. The Board may
         also from time to time carry forward such amounts as it may deem
         expedient not to distribute.

153.     CAPITALISATION OF PROFITS AND RESERVES

153.1    Subject to the Statutes, the Board may, with the authority of an
         ordinary resolution of the Company:

         153.1.1  resolve to capitalise an amount standing to the credit of
                  reserves or to the credit of the profit and loss account and
                  whether or not available for distribution and appropriate the
                  sum resolved to be capitalised to the Members in proportion to
                  the nominal amount of ordinary shares (whether or not paid up)
                  held by them respectively and to apply that sum on their
                  behalf either in or towards paying up the amounts (if any) for
                  the time being unpaid on any shares held by such Members
                  respectively or in paying up in full unissued shares or
                  debentures of the Company of a nominal amount equal to such
                  sum and allot such shares or debentures, paid up, to and
                  amongst such Members in those proportions or partly in one way
                  and partly in the other. Any sums standing to the credit of a
                  share premium account and a capital redemption reserve and
                  profits which are not available for distribution may, for the
                  purposes of this Article, only be applied in the paying up of
                  unissued shares to be allotted to Members credited as paid up;

         153.1.2  make any arrangements it thinks fit to resolve a difficulty
                  arising in the distribution of a capitalised reserve and, in
                  particular, where shares or debentures become distributable in
                  fractions, the Board may deal with the fractions as it thinks
                  fit, including by the issue of certificates in respect of
                  fractional entitlements, disregarding fractions or selling
                  shares or debentures representing the fractions to a person
                  for the best price reasonably obtainable and distributing the
                  net proceeds of the sale in due proportion amongst the Members
                  (except that if the amount due to a Member is less than
                  (pound)3, or such other sum as the Board may decide, the sum
                  may be retained for the benefit of the Company);

         153.1.3  authorise a person to enter into, on behalf of all the Members
                  concerned, an agreement with the Company providing for either
                  the allotment to the Members, paid up, of shares or debentures
                  to which they may be entitled on the capitalisation or the
                  payment by the Company on behalf of the Members, by applying
                  their respective proportions of the reserves resolved to be
                  capitalised, of the amounts remaining unpaid on their existing
                  shares. An agreement entered into under this Article is
                  effective and binding on all affected Members;

         153.1.4  where, pursuant to an employees' share scheme or other share
                  incentive scheme the Company shall have granted options to
                  subscribe for shares on terms which

                                       51
<PAGE>

                  provide, inter alia, for adjustments to the subscription price
                  payable on the exercise of such options or to the number of
                  shares to be allotted upon such exercise in the event of any
                  increase or reduction in or other reorganisation of the
                  Company's issued shares and an otherwise appropriate
                  adjustment would result in the subscription price for any
                  share being less than its nominal value, then, subject to the
                  provisions of the Act, the Board may, on the exercise of any
                  of the options concerned and payment of the subscription which
                  would have applied had such adjustment been made, capitalise
                  any such profits or other sum as is mentioned above in this
                  Article to the extent necessary to pay up the unpaid balance
                  of the nominal value of the shares which fall to be allotted
                  on the exercise of such options and apply such amount in
                  paying up such balance and allot shares fully paid
                  accordingly; and

         153.1.5  generally do all acts and things required to give effect to
                  the resolution.

ACCOUNTS

154.     INSPECTION OF ACCOUNTS

154.1    The Board shall ensure that proper accounts and accounting records are
         kept in accordance with the Statutes. The books of account and
         accounting records shall be kept at the Office or, subject to the
         Statutes, at such other place or places as the Board thinks fit and
         shall be open to the inspection of any Director or other officer during
         business hours.

154.2    No Member (not being a Director or other officer) has any right of
         inspecting any account or book or document of the Company, except as
         conferred by the Statutes or authorised by the Board or by an ordinary
         resolution of the Company.

155.     PREPARATION OF ACCOUNTS

         The Board shall, in accordance with the Statutes, cause to be prepared
         and to be laid before the Company in general meeting such profit and
         loss accounts, balance sheets, Group accounts (if any) and reports as
         are referred to in the Statutes.

156.     ACCOUNTS SENT TO THE MEMBERS

156.1    Subject to the Statutes, either:

         156.1.1  a printed copy of every Directors' report and Auditors' report
                  accompanied by the Company's annual accounts and every
                  document required by law to be attached to them; or

         156.1.2  where permitted by the statutes, a summary financial statement
                  derived from the Company's annual accounts prepared in
                  accordance with the Statutes

                                       52
<PAGE>

                  shall not less than 21 clear days before the date of the
                  meeting be delivered or sent to every Member (whether or not
                  entitled to receive notices of general meetings) and to every
                  holder of debentures of the Company (whether or not entitled
                  to receive notices of general meetings) and to every other
                  person who is entitled to receive notices of general meetings
                  from the Company under the provisions of the Statutes or of
                  these Articles. This Article does not require a copy of such
                  documents to be sent or delivered to any member or holder of
                  debentures of whose address the Company is not aware nor to
                  more than one of the joint holders of any shares or
                  debentures; but any Member or debenture holder to whom a copy
                  of these documents has not been sent shall be entitled to
                  receive a copy free of charge on application at the Office.

156.2    The accidental omission to deliver or send a copy of any document
         required to be delivered or sent to any person pursuant to this Article
         or the non-receipt of any document by any person entitled to receive it
         does not invalidate any such document or the proceedings at any general
         meeting.

UNTRACED SHAREHOLDERS

157.     POWER OF SALE

157.1    The Company is entitled to sell at the best price reasonably obtainable
         any share of a Member or any share to which a person is entitled by
         transmission if:

         157.1.1  during a period of 12 years prior to the date of the
                  publication of the advertisements referred to in Article
                  157.1.2 (or, if published on different dates, the earlier
                  date) at least 3 dividends (whether interim or final) in
                  respect of the share in question have been paid and all
                  warrants, orders and cheques in respect of the share sent in
                  the manner authorised by these Articles have been returned
                  undelivered or remained uncashed and no communication has been
                  received by the Company from the Member or person entitled by
                  transmission; and

         157.1.2  the Company, on expiry of the period of 12 years, has inserted
                  advertisements in a national daily newspaper and in a
                  newspaper circulating in the area of the registered address of
                  the Member, or other person entitled by transmission,
                  appearing in the Register or the last known address given by
                  the Member or other person, giving notice of its intention to
                  sell the share; and

         157.1.3  during the period of 3 months following the publication of the
                  advertisements (or, if published on different dates, the later
                  of the 2 advertisements) and prior to the date of sale the
                  Company has not received any communication from the Member or
                  person entitled by transmission; and

         157.1.4  in the event that the Ordinary Shares are listed on the London
                  Stock Exchange or dealt in on AIM or any recognised investment
                  exchange notice has been given, as required to such stock
                  exchange, of its intention to sell the share.

                                       53
<PAGE>

157.2    If, during the period of 12 years or a further period ending on the
         date when all the requirements of Article 157.1 have been satisfied, an
         additional share has been issued ni right of that held at the beginning
         of, or previously so issued during, those periods and all the
         requirements of Article 157.1 are satisfied in respect of the
         additional share, the Company is entitled to sell the additional share.

157.3    To give effect to any such sale, the Board may:

         157.3.1  in relation to certificated shares, appoint any person to
                  execute as transferor an instrument of transfer of the shares
                  to, or in accordance with the direction of, the purchaser and
                  such instrument of transfer shall be as effective as if it had
                  been executed by the holder of, or person entitled by
                  transmission to, such shares; and

         157.3.2  in relation to uncertificated shares, exercise any of the
                  Company's powers under Article 14.3 to effect the transfer of
                  the shares to, or in accordance with the directions of, the
                  purchaser and the exercise of such powers shall be as
                  effective as if exercised by the registered holder of, or
                  person entitled by transmission to, such shares and the
                  transferee is not bound to see to the application of the
                  purchase money and the title of the transferee is not affected
                  by any irregularity or invalidity in the proceedings relating
                  to the sale.

158.     APPLICATION OF PROCEEDS OF SALE

         The net proceeds of sale shall belong to the Company which shall be
         obliged to account to the Member or other person entitled by
         transmission for an amount equal to such proceeds and shall enter the
         name of such Member or other person in the books of the Company as a
         creditor for such amount. No trust is created and no interest is
         payable in respect of the debt and the Company is not required to
         account for any money earned on the net proceeds, which may be employed
         in the business of the Company or invested as the Directors think fit.

NOTICES

159.     NOTICES IN WRITING

         A notice to be given to or by any person pursuant to the Articles shall
         be in writing except that a notice convening a meeting of the Board or
         a committee of the Board need not be in writing. Nothing in these
         Articles shall affect any requirement of the Statutes that any
         particular offer, notice or other document be served in any particular
         manner. Any notice to the bearer of a warrant or to any other person
         who holds or is interested in shares in the Company in bearer form or
         any related coupons or talons shall be sufficiently given if advertised
         in at least two daily newspapers with a national circulation in the
         United Kingdom and any such notice shall be deemed given on the day
         when the advertisement appears.

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<PAGE>

160.     SERVICE OF NOTICES

         A notice or other document may be given to a Member by the Company
         personally or by letter. Any letter shall be sent by post stamped first
         class and addressed to such Member at the address in the Register or
         shall be left at that address (or at another address notified for the
         purpose) in an envelope addressed to that Member.

161.     NOTICE TO JOINT HOLDERS

         In the case of joint holders of a share, a notice or other document
         shall be given to whichever of them is named first in the Register and
         notice given in this way is sufficient notice to all the joint holders.

162.     ADDRESS OUTSIDE THE UNITED KINGDOM

         Subject to the Statutes, if any Member (or, in the case of joint
         holders, the person first named in the Register) has a registered
         address not within the United Kingdom he is entitled to have notices
         given to him at that address.

163.     DEEMED NOTICE

         A Member present in person or by proxy at a general meeting or a
         meeting of the holders of a class of shares is deemed to have received
         due notice of the meeting and, where required, of the purposes for
         which it was called.

164.     EVIDENCE OF SERVICE

164.1    Any notice or other document addressed to a Member at his registered
         address or address for service in the United Kingdom is deemed to be
         received, if personally delivered, at the time of delivery or, if sent
         by first class post, on the Business Day after the letter is posted or,
         if sent by second class post, on the second Business Day after the
         letter is posted. In proving service it is sufficient to prove that the
         letter was properly addressed and, if sent by post, stamped and posted.
         A notice or document left at a registered address for service in the
         United Kingdom is deemed to be received on the day it is left.

164.2    Any notice or other document addressed to a Member at his registered
         address or address for service outside the United Kingdom is deemed to
         be received, if personally delivered, at the time of delivery or, if
         sent by airmail, on the second Business Day after the letter is posted.
         In proving service it is sufficient to prove that the letter was
         properly addressed and, if sent by post, stamped and posted.

165.     NOTICE BINDING ON TRANSFEREES ETC.

         A person who becomes entitled by transmission to a share, transfer or
         otherwise is bound by a notice in respect of that share (other than a
         notice served by the Company under section 212 of the Act) which,
         before his name is entered in the Register, has been properly served on
         a person from whom he derives his title.

                                       55
<PAGE>

166.     NOTICE IN CASE OF ENTITLEMENT BY TRANSMISSION

         Where a person is entitled by transmission to a share, the Company may
         give a notice or other document to that person as if he were the holder
         of a share by addressing it to him by name or by the title of
         representative of the deceased or trustee of the bankrupt Member (or by
         similar designation) at an address in the United Kingdom supplied for
         that purpose by the person claiming to be entitled by transmission.
         Until an address has been supplied, a notice or other document may be
         given in any manner in which it might have been given if the death or
         bankruptcy or other event had not occurred. The giving of notice in
         accordance with this Article is sufficient notice to all other persons
         interested in the share.

167.     NOTICE BY ADVERTISEMENT

         If by reason of the suspension or curtailment of postal services in the
         United Kingdom the Company is unable effectively to convene a general
         meeting by notices sent through the post the Board may, if it thinks
         fit and as an alternative to any other method of service permitted by
         the Articles, resolve to convene a general meeting by a notice
         advertised in at least one national newspaper and such notice shall be
         deemed to have been duly received at noon on the day when the
         advertisement appears. In any such case the Company shall send
         confirmatory copies of the notice by post if at least 5 days prior to
         the meeting the posting of notices again becomes practicable.

WINDING UP AND INDEMNITY

168.     WINDING UP

         If the Company shall be wound up (whether the liquidation is voluntary,
         under supervision or by the Court) the liquidator may, with the
         authority of an extraordinary resolution and any sanction required by
         law, divide among the Members in kind the whole or any part of the
         assets of the Company and whether or not the assets consist of property
         of one kind or of different kinds and may for this purpose set such
         value as he deems fair on any class or classes of property and may
         determine on the basis of that valuation and in accordance with the
         then existing rights of Members how such division shall be carried out
         as between the Members or different classes of Members. The liquidator
         may, with the same authority, vest any part of the assets in trustees
         upon such trusts for the benefit of Members as the liquidator shall
         think fit but so that no Member shall be compelled to accept any asset
         in respect of which there is a liability or potential liability. For
         the avoidance of doubt the Board shall have power in the name and on
         behalf of the Company to present a petition to the Court for the
         Company to be wound up.

169.     INDEMNITY

169.1    Subject to the Statutes and without prejudice to any indemnity to which
         he may otherwise be entitled, every Director, Secretary or manager of
         the Company shall be entitled to be indemnified by the Company against
         all costs, charges, losses, expenses and liabilities incurred by him in
         the execution and discharge of his duties or the exercise of his
         powers, authorities and discretions, including any liability incurred
         by him in defending any proceedings, civil or criminal, which relate to
         anything done or omitted or alleged to have

                                       56
<PAGE>

         been done or omitted by him as an officer or employee of the Company
         and in which judgment is given in his favour or the proceedings are
         otherwise disposed of without any finding or admission of any material
         breach of duty on his part or in which he is acquitted or in connection
         with any application in which relief is granted to him by the court
         from liability in respect of negligence, default, breach of duty or
         breach of trust, in relation to the affairs of the Company.

169.2    Subject to the Statutes, the Board may exercise all the powers of the
         Company to purchase and maintain insurance for the benefit of a person
         who is an officer or employee, or former officer or former employee, of
         the Company or a Subsidiary Undertaking or in which the Company has an
         interest, direct or indirect, or who is or was a trustee of a
         retirement benefits scheme or another trust in which an officer or
         employee or former officer or former employee is or has been interested
         indemnifying him against any liability for negligence, default, breach
         of duty or breach of trust or any other liability which may lawfully be
         insured against by the Company.

170.     ADR DEPOSITARY

170.1    The ADR Depositary can appoint more than one person to be its proxy. As
         long as the appointment complies with the requirements of Article
         170.2, the appointment can be made in any way and on any terms which
         the ADR Depositary thinks fit. Each person appointed in this way is
         called an Appointed Proxy.

170.2    The appointment must set out the number of Ordinary Shares ("Appointed
         Number") in relation to which an Appointed Proxy is appointed. The
         Appointed Numbers of all Appointed Proxies appointed by the ADR
         Depositary, when added together, must not be more than the number of
         American Depositary Shares.

170.3    The American Depositary Shares attributable to the ADR Depositary
         consist of the total of the number of Ordinary Shares registered in the
         name of the ADR Depositary.

170.4    The ADR Depositary must keep a register of the names and addresses of
         all the Appointed Proxies ("the Proxy Register"). The Proxy Register
         will also set out the Appointed Number of Ordinary Shares of each
         Appointed Proxy. This can be shown by setting out the number of
         American Depositary receipts which each Appointed Proxy holds and
         stating that the Appointed Number of Ordinary Shares can be ascertained
         by multiplying the said number of American Depositary Receipts by such
         number which for the time being is equal to the number of Ordinary
         Shares which any one American Depositary Receipt represents.

170.5    The ADR Depositary shall allow anyone whom the Directors nominate to
         inspect the Proxy Register during usual business hours on a working
         day. The ADR Depositary must also provide, as soon as possible, any
         information contained in the Proxy Register if it is demanded by the
         Company or its agents.

                                       57
<PAGE>

170.6    An Appointed Proxy may only attend a general meeting if he provides the
         Company with written evidence of his appointment by the ADR Depositary
         for that general meeting. This must be in a form agreed between the
         Directors and the ADR Depositary.

170.7    Subject to the Act and these Articles and so long as the American
         Depositary Shares are sufficient to include an Appointed Proxy's
         Appointed Number:

         170.7.1  at a general meeting which an Appointed Proxy is entitled to
                  attend, he is entitled to the same rights and has the same
                  obligations in relation to his Appointed Number of Ordinary
                  Shares as if the Appointed Proxy was the registered holder of
                  such Ordinary Shares and he had been validly appointed in
                  accordance with Articles 72, 73, 74, 77 and 78 by the ADR
                  Depositary as its proxy in relation to those Ordinary Shares;
                  and

         170.7.2  an Appointed Proxy can himself appoint another person to be
                  his proxy in relation to his Appointed Number of Ordinary
                  Shares, as long as the appointment is made and deposited in
                  accordance with Articles 72, 73, 74, 77 and 78 and, if it is,
                  the provisions of these Articles will apply to such an
                  appointment as though the Appointed Proxy was the registered
                  holder of such Ordinary Shares and the appointment was made by
                  him in that capacity.

170.8    The Company may send to an Appointed Proxy at his address set out in
         the Proxy Register all the same documents as are sent to holders of
         Ordinary Shares.

170.9    The Company may pay to an Appointed Proxy at his address set out in the
         Proxy Register all dividends or other monies relating to the Appointed
         Proxy's Appointed Number of Shares instead of paying this amount to the
         ADR Depositary. If the Company does this, it will have no obligation to
         make this payment to the ADR Depositary as well.

170.10   In order to determine which persons are entitled as Appointed Proxies
         to:

         170.10.1 exercise the rights conferred by Article 170.7;

         170.10.2 receive documents sent pursuant to Article 170.8; and

         170.10.3 be paid dividends pursuant to Article 170.9;

         and the Appointed Number of Ordinary Shares in respect of which a
         person is to be treated as having been appointed as an Appointed Proxy
         for such purpose, the ADR Depositary may determine that the Appointed
         Proxies who are entitled are the persons entered in the Proxy Register
         at the close of business on a date (a "Record Date") determined by the
         ADR Depositary in consultation with the Company.

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<PAGE>

170.11   When a Record Date is determined for a particular purpose:

         170.11.1 the Appointed Number of Ordinary Shares in respect of an
                  Appointed Proxy will be treated as the number appearing
                  against his name in the Proxy Register as at the close of
                  business on the Record Date;

         170.11.2 this can be shown by setting out the number of American
                  Depositary Receipts which each Appointed Proxy holds and
                  stating that the number of Ordinary Shares can be ascertained
                  by multiplying the said number of American Depositary Receipts
                  by such number which for the time being is equal to the number
                  of Ordinary Shares which any one American Depositary Receipt
                  represents; and

         170.11.3 changes to entries in the Proxy Register after the close of
                  business on the Record Date will be ignored in determining the
                  entitlement of any person for the purpose concerned.

170.12   Except as required by the Companies Act, no Appointed Proxy will be
         recognised by the Company as holding any interest in Ordinary Shares
         upon any trust. Except for recognising the rights given in relation to
         general meetings by appointments made by Appointed Proxies pursuant to
         Article 170.7, the Company is entitled to treat any person entered in
         the Proxy Register as an Appointed Proxy as the only person (other than
         the ADR Depositary) who has any interest in the Ordinary Shares in
         respect of which the Appointed Proxy has been appointed.

170.13   If any question arises as to whether any particular person or persons
         has or have been validly appointed to vote (or exercise any other
         right) in respect of any Ordinary Shares (for example because the total
         number of Ordinary Shares in respect of which appointments are recorded
         in the Proxy Registrar is more than the number of American Depositary
         Shares) this question will, if it arises at or in relation to a general
         meeting, be determined by the Chairman of the general meeting. His
         decision (which can include declining to recognise a particular
         appointment or appointments as valid) will, if made in good faith, be
         final and binding on all persons interested.

170.14   If a question of the type described in Article 170.13 arises in any
         circumstances other than at or in relation to a general meeting, the
         question will be determined by the Directors. Their decision (which can
         include declining to recognise a particular appointment or appointments
         as valid) will also, if made in good faith, be final and binding on all
         persons interested.

171.     ADVISORY BOARD

171.1    The Board may establish an advisory board to provide advice and
         assistance to the Board. No member of the advisory board shall be a
         Director at the same time as being a member of the advisory board.

171.2    The proceedings of the advisory board shall be conducted in accordance
         with any regulations that may, from time to time, be imposed upon it by
         the Board.

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