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                                  InfoVista SA

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       Societe Anonyme (Corporation) with a capital of 10,615,307.04 euros

            Head Office : 6 rue de la Terre de Feu - 91940 -LES ULIS

                               R.C.S. 334 088 275
                            SIRET 334 088 275 000 71
                                    *_*_*_*_*










                     MEMORANDUM AND ARTICLES OF ASSOCIATION























Updated on 13 December 2001


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                                       2


Article 1 - FORM
----------------

An  S.A.R.L.   (limited   liability   company)  named  "METHODES   FUTURES  POUR
L'INFORMATIQUE  - M.F.I." was created  under  private  contract in VILLENEUVE LA
GARENNE  (92) on 14 October  1985,  governed  by the Law of 24 July 1966 and the
Decree of 23 March 1967 pertaining to commercial companies.

Pursuant to the decision taken at the  Extraordinary  General  Meeting held on 1
December 1992, the company was transformed into a Societe Anonyme (Corporation),
without  the  creation  of a new legal  entity,  as of 1  December  1992.  It is
governed by the French Code de commerce and the Decree of 23 March 1967 together
with this Memorandum and Articles of Association.


Article 2 - OBJECTS
-------------------

The objects of the company in France and abroad are :

o    Research  operations,   analysis,  creation,  development  and  editing  of
     programmes,

o    Training,  consultancy,  sales, distribution and maintenance concerning all
     hardware,   software  and  services  pertaining  to  computing  structures,
     automatic processes or automation,  product  automation,  office automation
     and  telecommunications  for public and private  companies or  institutions
     whatsoever their specific field of activity,

o    And generally, all industrial, commercial, movable, immovable and financial
     operations  related  directly or indirectly to the objects  stated above or
     contributing to their development.


Article 3 - NAME
----------------

The name of the company is : InfoVista SA


Article 4 - HEAD OFFICE
-----------------------

The head office of the company is situated at :

6, rue de la Terre de Feu, 91940 Les Ulis, France

It can be  transferred  to any  other  place  in  the  same  "departement"  or a
bordering  "departement"  by  decision  of the Board of  Directors,  subject  to
ratification of this decision taken at the next Ordinary  General  Meeting,  and
anywhere else, subject to a decision taken at the Extraordinary  General Meeting
of shareholders.

In the event that the head  office is  transferred  by  decision of the Board of
Directors, the new head office shall automatically substitute the former in this
article.

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                                       3


Article 5 - DURATION
--------------------

The duration of the company is fixed at ninety-nine  (99) years as of 3 December
1985, date of its registration in the Trade and Companies  Register of NANTERRE,
except in the case of early dissolution or extension as provided herein.


Article 6 - AUTHORISED CAPITAL
------------------------------

The company's  capital is fixed at TEN MILLION SIX HUNDRED AND FIFTEEN  THOUSAND
THREE HUNDRED AND SEVEN EUROS AND FOUR EUROCENTS (10,615,307.04 euros).

It is divided into  NINETEEN  MILLION SIX HUNDRED AND FIFTY SEVEN  THOUSAND NINE
HUNDRED  AND  SEVENTY  SIX  (19,657,976)  shares  with a nominal  value  each of
FIFTY-FOUR EUROCENTS (0.54 euros), all in the same class.


Article 7 - INCREASE IN CAPITAL
-------------------------------

The authorised capital can be increased by decision of the Extraordinary General
Meeting  of  shareholders.  In the  event  of a  capital  increase  through  the
capitalisation of reserves, profits or share premiums, the Extraordinary General
Meeting that so decides shall determine the conditions of quorum and majority of
Ordinary General Meetings.

The General Meeting can delegate the necessary  powers to the Board of Directors
for the purpose of increasing the capital in one or several  stages,  fixing the
conditions  thereof,  recording  the capital  increase and  proceeding  with the
corresponding  alteration of the Memorandum of  Association,  in accordance with
the legal and statutory provisions.

In the event of cash  contributions  to capital,  the previous capital should be
fully paid up.

In the event of cash contributions to capital,  the shareholders are entitled to
subscribe  either  as per  right or  freely  to these  shares,  under  the terms
provided in articles  L;225-133,  L.225-134  and L.225-135 of the French Code de
commerce.

Any relinquishment of preferential  subscription  rights or suppression  thereof
shall be carried out in accordance with the law.

In the case of contributions  in kind or the stipulation of special  privileges,
one or several certified public  accountants  shall be appointed,  in accordance
with the provisions of article L.225-147 of the French Code de commerce.


Article 8 - DECREASE IN CAPITAL
-------------------------------

A decrease  in capital is  authorised  or decided by the  Extraordinary  General
Meeting  under the terms  provided by the law and  regulations;  the Meeting can
delegate all powers to the Board for the purpose hereof.


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                                       4


Article 9 -  PAYMENT OF SHARES
------------------------------

The cash  shares  subscribed  shall be paid up to the head office or pay offices
designated for this purpose;  no less than one quarter of their face value shall
be paid at the time of subscription  and, where  appropriate,  the entire sum of
the share  premium.  The balance must be paid up as called in such manner as the
Board of Directors shall determine, but within a maximum period of five years.

Should  the  shareholder  fail to make  payment  of the sums due for the  shares
subscribed  at the  periods  fixed by the Board,  interest  shall  automatically
accrue at the  official  rate in favour of the company from the end of the month
of the due date. No court proceedings or formal notice shall be required to this
effect.  Moreover,  to obtain  payment of the said sums,  the  company  can take
action to enforce compliance and guarantees and impose sanctions as laid down by
the French Code de commerce.


Article 10 - TYPE OF SHARES
---------------------------

The  shares  can  be  either   registered   shares  or  bearer  shares,  at  the
shareholder's discretion.

They shall be listed in individual  accounts opened in the shareholder's name by
the Company or any authorised  intermediary  and operated in accordance with the
terms and conditions of the legal and statutory provisions in force.

The Company can, as set forth in the legal and  statutory  provisions  in force,
request information from any authorised  institution concerning its shareholders
or holders of securities  which confer voting rights  immediately  or at a later
date,  in addition to the identity of such holders and the number of  securities
they hold.


Article 11 - TRANSFER OF SHARES
-------------------------------

The shares are freely  negotiable  and can be sold in accordance  with the legal
and statutory terms.


Article 12 - RIGHTS AND OBLIGATIONS ATTACHED TO SHARES
------------------------------------------------------

Each share shall give entitlement to ownership of the company assets and surplus
after liquidation in proportion to the portion of capital it represents.

Whenever  ownership  of a certain  number of  shares is a  prerequisite  for the
exercise of a right,  those  holding an  insufficient  number shall have to take
necessary measures and if the case may be, form a grouping, purchase or sell the
required number of shares or rights.

Any natural person or legal entity, acting alone or jointly, who comes to hold a
number of shares  representing  more than 2 % of the Company's capital or voting
rights,  must,  within  fifteen  calendar  days from the date this  threshold is
exceeded,  inform the Company about the total number of shares and voting rights
he holds, by registered letter with  acknowledgement  of receipt,  fax, telex or
any other  equivalent  means abroad.  This declaration is renewed under the same


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                                       5


conditions  each time a new threshold of 2 % is exceeded up to 50 % included and
also in the event that the  fraction of the capital or voting  rights held falls
below the above-mentioned thresholds.

In the  event  of  failure  to  comply  with  this  obligation,  one or  several
shareholders  holding a fraction  of not less than 2 % of the  capital or voting
rights,  can request that the voting  rights for shares  exceeding  the fraction
which should have been declared,  be withheld for all shareholder  meetings held
over a period of two years following the date on which the shareholder  provides
due  notification.  This  request is  recorded  in the  minutes  of the  general
meeting.


Article 13 - APPOINTMENT OF MEMBERS TO THE BOARD OF DIRECTORS
-------------------------------------------------------------

The  Company  is run by a Board  comprising  members  appointed  from  among the
shareholders  and whose  maximum  number is  determined  by Law.  The  number of
members  having  exceeded  the age of 75 cannot  be  higher  than a third of the
Directors in office;  if this  threshold is reached,  the oldest  Director shall
automatically  be considered as handing in his  resignation  at the next General
Meeting.

The Directors are appointed by the Ordinary  General Meeting for a period of one
year.

Directors can be re-elected.  Legal entities on the Board should, at the time of
their appointment,  designate a permanent representative,  who is subject to the
same conditions and obligations as a Director.

A  Director  must hold at least  one (1) share  during  the  entire  term of his
office.


ARTICLE 14 - MEETINGS OF THE BOARD OF DIRECTORS
-----------------------------------------------

The chairman of the board of directors  may convene board  meetings  through any
means, including oral notice, at the Company's registered office or at any other
location, as often as the interests of the Company so require.

In the event the board has not met for more than two months,  at least one third
of the  directors in office may ask the chairman to convene a meeting to cover a
specific agenda.

If the duties of the chairman of the board and chief executive officer (CEO) are
separate,  the CEO also has the  right to ask the  chairman  to  convene a board
meeting to cover a specific agenda.

In the aforementioned circumstances,  the chairman must comply with any requests
to convene a meeting from either one third of the directors or from the CEO.

At least half of the directors in office, with a minimum of two directors,  must
be present in order for meetings to be valid.  Directors  attending  the meeting
shall sign an attendance sheet.

Participation  in a board meeting via video  conferencing  pursuant to the terms
set forth in the applicable  regulations  constitutes presence in person for the
purposes of determining a quorum and the majority. This provision does not apply


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                                       6


to the  adoption  of  resolutions  stipulated  in Articles  L.225-47,  L.225-53,
L.225-55, L.232-1 and L.233-11 of the French Code de commerce.

Decisions  shall be made by a majority of directors  present or  represented  by
proxy. In the case of a split vote, the chairman shall cast the deciding vote.

The  board  may  select a  secretary,  who need  not  necessarily  be one of the
directors.

Minutes of the board  meetings  shall be recorded in a special  register,  which
shall be signed by the  presiding  officer and at least one  director,  or by at
least two directors if the presiding officer is unable to sign.

Copies or extracts of board meeting minutes shall be officially certified by the
chairman of the board of directors, the CEO, the deputy CEOs, or by a proxy
designated to this effect.


Article 15 - POWERS OF THE BOARD OF DIRECTORS
---------------------------------------------

The board of  directors  shall set the  overall  Company  policy and monitor the
implementation  thereof.  Subject to the powers expressly granted to the general
meeting of  shareholders,  and  restricted to the interests of the Company,  the
board of directors may examine any matter  involving the proper  functioning  of
the Company and, through its meetings, resolve any issues affecting the Company.

In dealings with third  parties,  the Company may be bound by acts of the board,
even if such acts are not congruous  with the  interests of the Company,  unless
the  Company  can prove  that the  third  party  knew that the act  transgressed
Company  interests  or that it could not have been  unaware  of such,  given the
circumstances.  The mere publication of these bylaws shall constitute sufficient
proof.

The  board of  directors  may  order any  audits  or  inspections  that it deems
necessary.  Every  director  shall be given all  information  necessary  for the
conduct of his or her duties and may request  copies of any  documents he or she
deems useful.

All sureties, endorsements and guarantees made by the Company must be authorised
by the board pursuant to the terms set forth by law.


Article 16 - COMPANY MANAGEMENT
-------------------------------

     o    Chairman of the Board of Directors

The board of directors  shall  appoint a chairman  from among the  directors and
shall  determine the term of the chairman,  which may not exceed his or her term
as a director.  The  chairman  shall be a natural  person and may be  re-elected
indefinitely.  Nevertheless,  no matter the duration  approved for the term, the
duties of the chairman shall automatically end during the first ordinary general
meeting of shareholders in the year he or she turns 70 years old.

The chairman may be removed at any time by the board of directors.



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                                       7


The chairman  shall  represent the board of directors.  He or she shall organize
and direct the work of the board,  and shall  report to the  general  meeting of
shareholders. He or she shall ensure that the Company operates smoothly and more
specifically, that the directors are able to fulfil their duties.

The board of directors shall approve compensation of the chairman.

     o    Senior Management

Either the  chairman  of the board,  or another  natural  person  whom the board
appoints as CEO, shall assume  responsibility  for the general management of the
Company.

The board of  directors  shall select one of the two  aforementioned  management
options.  The  shareholders  and third  parties shall be informed of this choice
pursuant to the terms established by decree.

The board of directors shall choose a management  option by majority vote of the
directors  present or  represented  by proxy.  The  chairman  shall not have the
deciding vote.

The board of directors  may not change the  management  model for a period of at
least two  years,  except by  unanimous  decision  of the  directors  present or
represented by proxy.

If the chairman of the board assumes the  management  of the Company,  he or she
shall be governed by the provisions in these bylaws pertaining to the CEO.

     o    Chief Executive Officer (CEO)

The CEO shall have wide ranging authority to act on behalf of the Company in all
circumstances. This authority shall be limited to acting in the interests of the
Company, and shall be subject to the powers that the law expressly grants to the
general meeting of shareholders and the board of directors.

The CEO shall  represent  the Company in its dealings  with third  parties.  The
Company  may be bound by acts of the CEO,  even if such acts are ultra vires the
objects of the  Company,  unless the Company can prove that the third party knew
that the act  transgressed  Company  interests  or that it could  not have  been
unaware of such, given the  circumstances.  The mere publication of these bylaws
shall constitute sufficient proof.

The  provisions of the bylaws or decisions by the board of directors  that limit
the powers of the CEO shall be unenforceable on third parties.

Compensation of the CEO shall be approved by the board of directors.

The CEO may not be more than 70 years old.  In the event that he or she  reaches
the age of 70 during his or her term as CEO, he or she shall voluntarily resign;
however,  his or her term shall extend until such time as the board of directors
reconvenes  and  appoints a  successor.  Subject to this  provision,  the CEO is
eligible to serve a second  term.  However,  in the event that the CEO is also a
board  member,  the duration of his or her duties may not exceed his or her term
of office.

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                                       8


     o    Deputy Chief Executive Officer (Directeur general delegue)


Upon the  proposal of the CEO,  the board of  directors  may appoint one or more
persons as Deputy Chief Executive Officer(s) to assist the CEO.

A Deputy  CEO may be  removed  at any time by the board of  directors,  upon the
proposal of the CEO. In the event of death,  resignation  or removal of the CEO,
the Deputy CEO shall  retain his or her position and duties until such time as a
new CEO is appointed, unless the board of directors decides otherwise.

The CEO, with the agreement of the board of directors, shall determine the scope
and duration of the powers  granted to Deputy CEO. The board of directors  shall
determine the amount of compensation.

A Deputy  CEO(s) shall have the same  authority as the CEO with respect to third
parties.

Deputy  CEO(s) may not be more than 70 years old. In the event that a Deputy CEO
reaches  the age of 70  during  his or her  term,  he or she  shall  voluntarily
resign.  However,  his or her term shall  extend until such time as the board of
directors  meets again and appoints a successor.  Subject to this  provision,  a
Deputy CEO is eligible for re-election.  However, in the event that a Deputy CEO
is also a board member,  the duration of his or her duties may not exceed his or
her term of office.

The maximum number of Deputy Chief Executive Officers shall not exceed five.

All  acts  that  bind the  Company,  as well as the  withdrawal  of  capital  or
securities,  power of attorney over  bankers,  lending  institutions  and banks,
subscriptions, endorsements, acceptances, guarantees, and paid commercial papers
must be signed by either the  chairman of the board of directors or the director
specifically  delegated to replace the chairman in the event of  incapacitation,
or by one of the  Deputy  CEOs,  except  where  one or more  proxies  have  been
authorized  to  act,   either   collectively  or   individually,   on  sureties,
endorsements and guarantees that are required to have prior  authorization  from
the board of directors, pursuant to the law.

A copy of the minutes of the meeting  during  which such  authority  was granted
shall serve as proof of authority to act.


Article 17 - REMUNERATION OF DIRECTORS
--------------------------------------

The Annual General Meeting can allocate a fixed annual sum as director's fees to
the Directors in remuneration  of their  services.  The Board of Directors shall
share out this remuneration among its members as it deems fit.

Exceptional remuneration may be allocated by the Board of Directors for missions
or responsibilities  entrusted to the Directors.  In this case, the remuneration
shall come under  operating  expenses and is subject to approval by the Ordinary
General  Meeting  in  accordance  with the  procedure  set forth in  article  22
hereafter.

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Article 18 - RESPONSIBILITIES OF THE DIRECTORS AND THE GENERAL MANAGEMENT
-------------------------------------------------------------------------

The chairman, the directors, the CEO or the Deputy CEO(s) of the Company shall
be held liable, both vis-a-vis the Company and vis-a-vis third parties, for
violations of the laws governing Societes Anonymes, violations of these bylaws
and acts of mismanagement, according to the terms and subject to the sanctions
stipulated by the laws in force.


Article 19 - COMMITTEE OF EXTERNAL ADVISERS
-------------------------------------------

The ordinary  general meeting of shareholders  may appoint between one and three
external  advisers at the  recommendation  of the board of  directors.  External
advisers shall be invited to meetings of the board of directors and shall attend
with consultative status.

They shall be appointed  for a term of office of one (1) year,  to expire at the
close of the ordinary annual general meeting of shareholders convened to vote on
the annual accounts during the year in which their term of office expires.  They
may be  reappointed  to or dismissed  from office at any time by decision of the
ordinary general meeting of shareholders.

External advisers may, but need not be shareholders.


Article 20 - AUDITORS
---------------------

The  General  Meeting  appoints  one or several  permanent  auditors  and one or
several  substitute  auditors  who  fulfil the  conditions  fixed by the Law and
regulations.

The Auditors are  appointed  for six  accounting  periods and their duties shall
come to term after the General  Meeting  which  approves of the  accounts of the
sixth accounting  period.  They can be re-elected.  The auditors are vested with
powers conferred on them by the Law.


Article 21 - RULES COMMON TO ALL GENERAL MEETINGS
-------------------------------------------------

The shareholders' meetings are convened in the manner required by the Law.

General Meetings are held at the head office or any other location  mentioned in
the notice of meeting.

The agenda of the meeting is determined in pursuance of article L.225-105 of the
French  Code de  commerce  and in  accordance  with  articles  128 to 131 of the
modified decree of 23 March 1967.

The right to participate in the general meetings is subject to:

     o    as regards holders of registered  shares, the listing of shares in the
          shareholder's  name in the company  registers  not less than five days
          before the date of the general meeting;

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                                       10


     o    as regards  holders of bearer  shares,  the  submitting,  at the place
          specified  in the notice of meeting,  of a  certificate  issued by the
          intermediary keeping their account, which states the unavailability of
          the  shares  listed  in the  account  until  the  date of the  general
          meeting.  This formality should be carried out not less than five days
          before the date of the general  meeting as set forth in article 136 of
          the decree of 23 March 1967.

The  Board of  Directors  has the  right to  reduce  the time  period  mentioned
hereabove.

Shareholders  can be  represented  at a  meeting  by  their  spouse  or  another
shareholder.  The  specific  authorisation  for each  meeting  is  signed by the
principal, who shall indicate his surname, name and address.

The proxy shall not be substituted by another person.

Should there be no mention of the proxy in the shareholder's authorisation,  the
Chairman of the General  Meeting  shall vote in favour of the  adoption of draft
resolutions submitted or approved by the Board of Directors and vote against the
adoption of any other draft resolutions.

Voting by  correspondence is done in the manner fixed by the legal and statutory
provisions.  Legal  entities  can  participate  in the  Meetings  through  their
official  representatives or by any other person duly and properly authorised by
them.

Where the laws and regulations so permit, shareholders may send their proxy form
or ballot  pertaining to any general meeting of the  shareholders,  in either in
paper or electronic  form, if the board so decides and informs the  shareholders
of such in the notice of meeting.

If the board of directors so decides at the time when the  shareholders  meeting
is convened,  shareholders  may participate via video  conferencing or any other
means of telecommunication  that allows them to be identified,  and based on the
terms set  forth by the  regulations  in place at that  time.  Participation  in
shareholders  meetings in this manner shall constitute  presence in person,  for
the purposes of calculating the quorum and the majority.

The Meetings are chaired by the  Chairman of the Board of  Directors,  or in his
absence,  by a  Director  specially  delegated  for this  purpose  by the Board.
Failing this, the Meeting shall elect its Chairman itself.

The office of teller is filled by the two shareholders from the meeting, present
and willing to take on this task and who hold the largest number of votes either
personally or by proxy.

The committee thus  constituted  appoints a secretary,  who is not necessarily a
shareholder.

An attendance register is kept in the manner required by the Law.

The decisions of the General  Meeting are recorded in the minutes  signed by the
committee  members;  these  minutes  have to be entered  in a  register  kept in
accordance with statutory provisions.


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                                       11


Copies or extracts of these minutes to be furnished in court or elsewhere are
certified by the Chairman of the Board of Directors, or by a Director acting as
Managing Director, or by the Secretary of the Meeting.


Article 22- PROVISIONS SPECIFIC TO ORDINARY GENERAL MEETINGS.
-------------------------------------------------------------

The Ordinary  General Meeting is made up of all the  shareholders,  whatever the
number of shares they hold, provided that all calls on them have been paid.

The  Meeting  can only  make  valid  decisions  if the  number  of  shareholders
represents at least one quarter of the authorised capital.

In the event that this condition is not  fulfilled,  the Meeting is convened for
the second time in  accordance  with the procedure of article 21. In this second
meeting,  the  decisions  taken in  respect of the same  agenda as the  previous
meeting are valid regardless of the number of shares represented.

The  decisions of the Ordinary  General  Meeting are taken by a majority vote of
the shareholders present or represented.

The Ordinary General Meeting can take all decisions other than those that would,
either directly or indirectly stand to modify the Articles herein.

The  meeting  is  convened  at  least  once  a year  to  approve  the  financial
statements,  within six months of the closing of accounts,  unless this deadline
is extended by Order from the  President of the  Commercial  Court ruling on the
application of the Board of Directors.


Article 23 - PROVISIONS SPECIFIC TO EXTRAORDINARY GENERAL MEETINGS
------------------------------------------------------------------

The  Extraordinary  General Meeting is made up of all shareholders  whatever the
number of shares they hold,  provided that all calls on them have been paid. The
Meeting can only make valid decisions if the number of  shareholders  represents
at least one third of the authorised capital.

If this  condition  is not  fulfilled,  the  Extraordinary  General  Meeting  is
convened  once again in accordance  with legal  procedures  by  reproducing  the
agenda and indicating the date and outcome of the previous Meeting;  it can make
valid  decisions only if the number of  shareholders  present holds at least one
quarter of the authorised  capital.  Failing this quorum, the second Meeting can
be adjourned to a later date, at most two months later than the date at which it
had been convened.

The majority  required to validate its  decisions is  two-thirds of the votes of
shareholders present or represented.

The  Extraordinary  General  Meeting can decide on the conditions  pertaining to
quorum and majority  required for  Ordinary  General  Meetings in the case of an
increase  in  capital  through  capitalisation  of  reserves,  profits  or share
premiums.



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                                       12


Furthermore,  in the  Extraordinary  General  Meetings  called  to decide on the
approval of  contributions  in kind or the  granting of a special  benefit,  the
contributor or beneficiary whose shares are stripped of voting rights,  does not
have a deciding vote either for himself or as proxy.


Article 24 - ACCOUNTING YEAR
----------------------------

The accounting year starts on 1 July and ends on 30 June.


Article 25 - ACCOUNTS
---------------------

At the accounts  closing  date,  the Board of Directors  draws up the  financial
statements  comprising  the balance  sheet,  income  statement  and  appendices.
Furthermore, it establishes a written business report.

These documents are made available to the Auditors in accordance with legal and
statutory provisions.

All shareholders have access to these documents at the head office in the manner
laid  down by the laws and  regulations  in  force,  from the date the  Ordinary
General  Meeting is convened  and at least during a period of fifteen days prior
to the date of the meeting.


Article 26 - ALLOCATION AND DISTRIBUTION OF EARNINGS
----------------------------------------------------

From the net earnings of the accounting year, less losses pertaining to previous
years  if the case may be, a sum not less  than one  twentieth  is  withheld  to
constitute the "Legal  reserve".  This  withdrawal is no longer  compulsory when
these funds reach a sum equal to one-tenth of the authorised capital. Should the
"Legal  Reserve"  fall  below this  fraction  for any  reason  whatsoever,  this
operation  become  necessary once again.  The General  Meeting can decide on the
distribution  of sums drawn from  optional  reserves by clearly  indicating  the
headings of such accounts from which the withdrawals have been made.

Losses  carried  forward by decision of the General  Meeting are registered in a
special  liabilities account of the balance sheet to be offset by the profits of
future accounting years until they cease to exist or are wiped out by drawing on
reserves.


Article 27 - PAYMENT OF DIVIDENDS
---------------------------------

Share  dividends are paid at such times and places as fixed by the Meeting or by
the Board of Directors within a maximum period of nine months as of the accounts
closing date. An extension of this deadline can be granted by court order.

The  Ordinary  General  Meeting  has  powers  to grant to each  shareholder  the
possibility of opting for the payment of dividends in the manner required by the
Law.


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                                       13


Article 28 -  SHAREHOLDERS' EQUITY LESS THAN HALF THE AUTHORISED CAPITAL
------------------------------------------------------------------------

In the event that the shareholders' equity becomes less than half the authorised
capital on account of losses registered in the accounting  documents,  the Board
of  Directors  must,  within four  months  following  approval of the  financial
statements  revealing  such losses,  call an  Extraordinary  General  Meeting to
decide on early  dissolution  of the  company.  The  resolution  adopted  by the
Meeting is published and requires statutory formalities to be carried out.

In the event that the company is not declared to be wound up, the company  must,
not later than the closing of the second  accounting year following the year the
losses are reported and subject to legal provisions  concerning  minimum capital
for Corporations,  reduce its capital by an amount at least equal to that of the
losses which were not withdrawn  from  reserves  unless within this time period,
the shareholders'  equity has been reconstituted to an amount not less than half
the authorised capital.

In the absence of a General  Meeting or should the Meeting  fail to take a valid
decision after the second quorum,  all interested  parties can bring proceedings
for the  company  to be wound  up.  This is also the case if the  provisions  of
paragraph  2 herein  above have not been  applied.  In all cases,  the Court can
grant the  company  a maximum  period  of six  months to remedy  the  situation.
However,  the court  cannot  declare  the  company to be  dissolved,  should the
situation be remedied on the day of the ruling.


Article 29 - DISSOLUTION - LIQUIDATION
--------------------------------------

When  the  duration  of the  company  expires  or in the case of  winding  up by
decision of the  Extraordinary  General  Meeting,  the Ordinary  General meeting
shall,  on a  proposal  by the  Board of  Directors,  decide  on the  manner  of
liquidation  and appoint one or several  liquidators  whose powers it shall also
determine.

The aim of the  liquidators  is to sell off,  even  amicably,  all  tangible and
intangible assets of the company and pay off debts.

Save for restrictions  imposed by the General Meeting,  the liquidators have, by
virtue of their capacity alone,  the broadest powers in accordance with Laws and
commercial practices, which include those of handling,  agreeing to and granting
all guarantees, even mortgage securities, and if need be, agreeing to release of
liens with or without payment.

An  Extraordinary  General  Meeting is necessary in the case of a global sale of
assets,  contribution of the assets to another company,  mergers,  spin-offs and
modifications of the Articles for the requirements of the liquidation.

In the event of death,  resignation  or  impediment  of the  liquidator(s),  the
Meeting convened by the most diligent  shareholder  shall deal with his or their
replacement.

After reimbursement of all the company creditors,  the surplus after liquidation
is equally  distributed  among all  shareholders  in  proportion to the share of
capital they represent.


<PAGE>
                                       14


Article 30 - DISPUTES
---------------------

All  disputes  which may arise during the duration of the company or at the time
of its  liquidation  either  between  the  shareholders  and  the  company,  the
Directors or the Auditors, or between the shareholders themselves in relation to
the business, shall be settled by the competent Commercial Courts.