EXHIBIT 1.2


                        THE COMPANIES ACTS 1985 AND 1989


                             ARTICLES OF ASSOCIATION


                                       of


                       FUTUREMEDIA PUBLIC LIMITED COMPANY



                                  Thomas Eggar
                                The Corn Exchange
                                  Baffins Lane
                                   Chichester
                              West Sussex PO19 1GE

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                                      INDEX

INTERPRETATION                                                          Page No.
1.      Interpretation                                                         1

TABLE A EXCLUDED
2.      Table A Excluded                                                       3

BUSINESS
3.      Business to be undertaken                                              3

REGISTERED OFFICE
4.      Location of registered office                                          3

CAPITAL
5.      Share Capital                                                          4
6.      Rights attached to new shares                                         10

MODIFICATION OF RIGHTS
7.      Modification of class rights                                          11

SHARES
8.      Allotment of shares                                                   11
9.      Commissions                                                           12
10.     Exclusion of equities                                                 12

CERTIFICATES
11.     Issue of certificates                                                 12
12.     Replacement of certificates                                           13

LIEN
13.     Lien for unpaid calls                                                 13
14.     Realisation of lien                                                   13
15.     Transfer of shares on realisation of lien                             14

CALLS ON SHARES
16.     Power to make calls                                                   14
17.     Time of calls                                                         14
18.     Liability of joint holders                                            14
19.     Interest on calls                                                     15
20.     Sums due on allotment treated as calls                                15
21.     Power to differentiate                                                15
22.     Payment of calls in advance                                           15

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TRANSFER OF SHARES
23.     Form of Transfer                                                      16
24.     Execution                                                             16
25.     Power to refuse to register transfers                                 16
26.     Further power to refuse to register transfers                         16
27.     Suspension of register of transfers                                   17
28.     Renunciation                                                          17
29.     Retention of instruments                                              17

TRANSMISSION OF SHARES
30.     Transmission on death                                                 18
31.     Registration of personal representative, etc                          18
32.     Notice of election to be registered                                   18
33.     Rights of unregistered personal representative, etc                   18

FORFEITURE OF SHARES
34.     Failure to pay call                                                   19
35.     Content of notice                                                     19
36.     Forfeiture on non-compliance with notice                              19
37.     Ownership of forfeited share                                          19
38.     Liability of holder of forfeited shares                               20
39.     Notice of forfeiture                                                  20
40.     Transfer of forfeited shares                                          20
41.     Non-payment of sums due                                               21

UNTRACED SHAREHOLDERS
42.     Sale of shares of untraced shareholders                               21

STOCK
43.     Creation of stock                                                     22
44.     Transfer of stock                                                     22
45.     Rights of stockholders                                                22
46.     Interpretation of Articles                                            22

SHARE WARRANTS
47.     Power to issue warrants                                               23

INCREASE OF CAPITAL
48.     Increase of capital                                                   23
49.     Issue of new shares                                                   23
50.     Interpretation of Articles                                            23

PURCHASE OF OWN SHARES
51.     Power to purchase its own shares                                      24

ALTERATION OF CAPITAL

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52.     Power to consolidate, cancel and sub-divide shares                    24
53.     Power to settle difficulties on consolidation                         25
54.     Power to reduce capital                                               25

REDEEMABLE SHARES
55.     Power to create and issue redeemable shares                           25

GENERAL MEETINGS
56.     Annual General Meeting                                                26
57.     Extraordinary General Meetings                                        26

NOTICE OF GENERAL MEETINGS
58.     Notice period                                                         26
59.     Omission to give notice                                               27

PROCEEDINGS AT GENERAL MEETINGS
60.     Business at meetings                                                  27
61.     Quorum                                                                27
62.     Adjournment if quorum not present                                     28
63.     Chairman                                                              28
64.     Adjournment                                                           28
65.     Voting and demand for poll                                            29
66.     Errors in counting                                                    29
67.     Method of taking poll                                                 29
68.     Casting vote                                                          30
69.     Effect of demand for poll                                             30

VOTES OF MEMBERS
70.     Voting rights                                                         30
71.     Joint holders                                                         30
72.     Vote of members incapable of managing their affairs                   30
73.     Votes of members owing calls                                          30
74.     Unclassified shares                                                   31
75.     Objections to admissibility                                           31
76.     Voting on a poll                                                      31
77.     Election of proxy                                                     31
78.     Corporate representatives                                             31
79.     Deposit of proxies                                                    31
80.     Form of proxy                                                         31
81.     Effect of death etc. of principal                                     32
82.     Disenfranchisement for failure to respond to section 212 notice       32

DIRECTORS
83.     Number of directors                                                   33
84.     Remuneration                                                          33
85.     Appointment                                                           33
86.     Special remuneration                                                  33
87.     No share qualification                                                33

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88.     Right to attend general meetings                                      33
89.     Vacation of office                                                    34
90.     Power to hold other offices and contract with the Company             34

POWERS OF DIRECTORS
91.     General power to manage                                               38
92.     Branches and subsidiaries                                             39
93.     Appointment of attorneys                                              39
94.     Pensions etc.                                                         39
95.     Signature of cheques                                                  41

BORROWING POWERS
96      Power to borrow money                                                 41

EXECUTIVE DIRECTORS
97.     Appointment of executive directors                                    45
98.     Remuneration                                                          45
99.     Delegation of powers                                                  45

ROTATION OF DIRECTORS
100.    Retirement at annual general meeting                                  45
101.    Eligibility for re-election                                           45
102.    Re-election                                                           45
103.    Candidates for office                                                 46
104.    Changes in number of directors                                        46
105.    Appointment of additional directors                                   46
106.    Removal of director                                                   46

PROCEEDINGS OF DIRECTORS
107.    Meetings                                                              47
108.    Notice of meetings                                                    47
109.    Quorum                                                                47
110.    Effect of falling below minimum numbers                               47
111.    Chairman                                                              47
112.    Local boards                                                          48
113.    Powers of board meetings                                              48
114.    Delegation to committees                                              48
115.    Powers of committees                                                  48
116.    Written resolutions                                                   49
117.    Minutes                                                               49
118.    Validity of acts in spite of formal defect                            49

SECRETARY
119.    Appointment of secretary                                              50
120.    Dual capacity                                                         50

THE SEAL
121.    Use of the Seal                                                       50

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122.    Seal abroad                                                           50
123.    Execution of deeds                                                    50

AUTHENTICATION OF DOCUMENTS
124.    Authentication of documents 51

DIVIDENDS
125.    Application of profits                                                51
126.    Dividends only out of profits                                         51
127.    Payment of dividends                                                  51
128.    Share premium account                                                 51
129.    Interim dividends                                                     52
130.    Dividends in specie                                                   52
131.    Record dates                                                          52
132.    Deduction of unpaid calls                                             52
133.    No interest payable                                                   53
134.    Retention in case of lien                                             53
135.    Retention pending registration                                        53
136.    Moneys payable by cheque                                              53
137.    Joint holder                                                          54
138.    Unclaimed dividends                                                   54
139.    Suspension of cheques if not cashed                                   54

RESERVES
140.    Reserves                                                              54

CAPITALISATION OF PROFITS AND RESERVES
141.    Capitalisation of reserves                                            54
142.    Implementation of capitalisation                                      55
143.    Distribution of capital                                               55

DISCOVERY AND SECRECY
144.    Trade secrets                                                         56

ACCOUNTS
145.    Accounting records                                                    56
146.    Location of accounts                                                  56
147.    Publication of investments                                            57
148.    Balance sheet and profit and loss account                             57
149.    Directors' report                                                     57
150.    Circulation to members                                                57
151.    Summary financial statement                                           58

AUDIT
152.    Appointment of auditor                                                58
153.    Compliance with Statutes                                              58
154.    Validity of acts notwithstanding formal defect                        59

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NOTICES
155.    Notices                                                               59
156.    Production of warrant                                                 60
157.    Service of notice                                                     60
158.    Notice notwithstanding death                                          61
159.    Advertisements                                                        61
160.    Successors in title bound                                             61

WINDING UP
161.    Distribution of assets                                                61
162.    Distribution in specie                                                62
163.    Powers of liquidator                                                  62

INDEMNITY
164.    Indemnity of Directors and officers                                   62
165.    Power to effect insurance                                             63

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                        The Companies Acts 1985 and 1989
                        Public Company Limited by Shares

                                       NEW

                             ARTICLES OF ASSOCIATION


(Adopted by Special  Resolution passed on 29th April 1993 and amended by Special
Resolutions  passed on 14th June 1993,  12th July 1993, 15th December 1995, 13th
January 2000, 17th April 2002, 17th April 2003 and 18th March 2004)

                                       of

                       FUTUREMEDIA PUBLIC LIMITED COMPANY

                     Incorporated on the 24th February 1982


Interpretation

1        In these Articles,  if not inconsistent with the subject or context the
         following words and expressions shall have the following meanings:

         "these Articles"           means  these   Articles  of  Association  as
                                    originally  adopted, or as from time to time
                                    altered by special resolution;

         the "Auditors"             means the directors of the Company in office
                                    for  the  time  being  or a  quorum  of  the
                                    directors present at a board meeting;


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         "Clear                     Days"  means,  in the  case of  notice  of a
                                    meeting,  days  excluding  the  date  of the
                                    meeting  and the date on which the notice is
                                    served or deemed to be served;

         "electronic                communication"    means   a    communication
                                    transmitted  (whether  from  one  person  to
                                    another,  from one device to another or from
                                    a person to a device or vice versa):

         (a)      by means of a telecommunication  system (within the meaning of
                  the Telecommunications Act 1984); or

         (b)      by other means but while in an electronic form;

         "Month"                    means a calendar month;

         the "Office"               means the registered office of the Company;

         the "Seal"                 means the common seal of the Company and, as
                                    appropriate,  any official  seal kept by the
                                    Company  by  virtue  of  section  40 of  the
                                    Companies Act 1985;

         the "Statutes"             means the  Companies  Acts 1985 and 1989 and
                                    every other Act or statutory  instrument for
                                    the time being in force  concerning  limited
                                    companies and affecting the Company;

         the "United Kingdom"       Great Britain and Northern Ireland;

         "In Writing"               means   written,    printed,    typewritten,
                                    lithographed  or  wholly  expressed  in  any
                                    other  mode   representing   or  reproducing
                                    words, or partly one and partly another; and


                                       2
<PAGE>

         "Year"                     means calendar year.

The  expressions  "Debenture"  and "Debenture  Holder" shall include  "Debenture
Stock" and "Debenture  Stockholder" and the expression "Secretary" shall include
a temporary or assistant  Secretary and any person appointed by the Directors to
perform any of the duties of the Secretary.

Any  reference  to any  statutory  provision  shall be  deemed  to  include  any
amendment or re-enactment thereof.

Save as aforesaid any words or expressions defined in the Statutes shall, if not
inconsistent  with the  subject  or  context,  bear the  same  meaning  in these
Articles.

The  headings  are  inserted  for  convenience  only and  shall not  affect  the
construction of these Articles.

Table A Excluded

2        The  regulations  contained in Table A in the Schedule to the Companies
         Act (Tables A to F)  Regulations  1985 shall not apply to the  Company,
         except  in so far as the  same  are  repeated  or  contained  in  these
         Articles.

Business

3        Any branch or kind of business,  which the Company is either  expressly
         or by  implication  authorised to  undertake,  may be undertaken by the
         Directors  at such time or times as they may think fit, and further may
         be suffered by them to be in  abeyance,  whether such branch or kind of
         business  may  have  been  actually  commenced  or not,  so long as the
         Directors  may deem it  expedient  not to commence or proceed  with the
         same.

Registered office

4        The Office shall be at such place in England or Wales as the  Directors
         shall from time to time appoint.


                                       3
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Capital

5        (A)      The capital of the Company is (pound)1,428,888.88 divided into
                  125,000,000  Ordinary  Shares of one and one-ninth  pence each
                  (the "Ordinary Shares") and 2,000,000  Preference Shares of 2p
                  each (the "Preference Shares").

         (B)      Subject as provided in paragraphs (C) to (F) inclusive of this
                  Article  5, the  Preference  Shares  may be  issued  with such
                  rights,  and subject to such  restrictions  and limitations as
                  the Directors may determine  prior to the issue  thereof.  The
                  Directors may pursuant to the authority  given by the adoption
                  of this Article 5  consolidate  and divide or  sub-divide  any
                  Preference Shares into shares of a larger or small amount (and
                  so that the  provisions of Article 53 shall,  where  relevant,
                  apply to any such consolidation and division or sub-division).
                  Whenever  the  Directors  have  power  under  this  Article to
                  determine any of the rights attaching to any of the Preference
                  Shares, the rights so determined need not be the same as those
                  attached  to  any  Preference   Shares  then  in  issue.   The
                  Preference  Shares may be  allotted  in one or more  series or
                  sub-series  thereof,  and each series and sub-series  shall be
                  identified  in such  manner  as the  Directors  may  determine
                  without any such  identification  requiring any  alteration to
                  these Articles. References in these Articles to a "sub-series"
                  of  Preference  Shares  are to the  Preference  Shares  of any
                  series which were issued at the same time with the same rights
                  and subject to the same restrictions and limitations.

         (C)      (i)      Out of the profits  available  for  distribution  the
                           holders of the  Preference  Shares shall be entitled,
                           in priority to any payment of dividend to the holders
                           of any other class of share,  to be paid a cumulative
                           dividend ("Preferential  Dividend") at such rates, at
                           such times, in such manner and on such other terms as
                           the  Directors  may  determine  prior  to  the  issue
                           thereof.

                  (ii)     If any Preferential  Dividend payable on any dividend
                           payment date has not been  declared and paid in full,


                                       4
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                           then unless and until such time as (a) all arrears of
                           the  Preferential  Dividend  shall  have been paid in
                           full,  or a sum  shall  have  been set aside for such
                           payment in full on the next dividend payment date and
                           (b) a sum shall  have been set aside for the  payment
                           in  full on the  next  dividend  payment  date of the
                           Preferential  Dividend for the then current  dividend
                           period,  the  Company  may not,  save as  provided in
                           sub-paragraph  (C)(iii)  below,  declare  or pay  any
                           dividends  on any other share  capital of the Company
                           and may not redeem,  purchase,  or otherwise  acquire
                           any other share capital of the Company.

                  (iii)    Notwithstanding  any provisions of this paragraph (C)
                           or the rights  otherwise  attached to the  Preference
                           Shares or any of them, the Directors may,  subject to
                           the  provisions  of the  Statutes,  declare and pay a
                           special  dividend  on any shares of the  Company at a
                           rate not exceeding  (pound)0.01  per share if, in the
                           opinion of the Director,  it is necessary to do so to
                           preserve the status of any such shares as wider range
                           investments under the Trustee Investments Act 1961.

         (D)      On a return of capital  (other than on  redemption or purchase
                  of shares in the Company) the assets of the Company  available
                  for  distribution  among  the  members  shall  be  applied  in
                  priority  to any  payment to the holders of any other class of
                  share in repaying to the  holders of the  Preference  Shares a
                  sum equal to the nominal  capital  paid up or credited as paid
                  up thereon  together with all arrears and accruals (if any) of
                  the Preferential  Dividend whether such Preferential  Dividend
                  has been earned or declared or not,  calculated to the date of
                  the   commencement  of  the  winding-up  (in  the  case  of  a
                  winding-up)  or the return of capital  (in any other  case) on
                  the basis that it  continues to accrue from day to day down to
                  that date.  The  Preferential  Shares  shall not  entitle  the
                  holders   thereof   to  any   other  or   further   rights  of
                  participating in the assets of the Company.

         (E)      (i)      The  Preference  Shares  shall be  redeemable  at the
                           option  of  the  Company  in   accordance   with  the

                                       5
<PAGE>

                           following provisions of this paragraph (E).

                  (ii)     The  Company  shall  have the  right,  subject to the
                           provisions  of  the   Statutes,   to  redeem  on  any
                           Redemption Date (as hereinafter defined) all or, from
                           time to time, some only of the Preference  Shares for
                           the time being issued and fully paid by giving to the
                           holders  of the  particular  Preference  Shares to be
                           redeemed  not  less  than 30 days'  nor more  than 60
                           days'  prior   notice  in  writing  of  the  relevant
                           Redemption  Date.  Notwithstanding  that the  Company
                           shall have given  notice of the  relevant  Redemption
                           Date,   it  shall  not  be  entitled  to  redeem  any
                           Preference  Shares  pursuant to that notice unless on
                           or before the  relevant  Redemption  Date the special
                           dividend  referred to in the  following  sentence has
                           been paid in accordance therewith. Out of the profits
                           available  for  distribution  there  shall be paid on
                           each  Preference  Share  to  be  redeemed  a  special
                           dividend  of a sum  equal  to  the  aggregate  of all
                           arrears  and  accruals  (if any) of the  Preferential
                           Dividend whether such Preferential  Dividend has been
                           earned  or  declared  or not,  calculated  to the day
                           immediately  preceding  the  Redemption  Date  on the
                           basis that the  preferential  dividend  continues  to
                           accrue  from  day  to  day  down  to  that  day.  The
                           expression  "Redemption Date" means in respect of any
                           series or sub-series of Preference  Shares,  any date
                           which  falls  more  than two  years  (or such  longer
                           period as the Directors may fix prior to the issue of
                           any series or sub-series of Preference  Shares) after
                           the date (the "Issue Date") on which such  Preference
                           Shares  were   issued.   Without   prejudice  to  the
                           foregoing  provisions of this sub-paragraph  (E)(ii),
                           if so permitted by applicable  law the Directors may,
                           prior to the  issue of any  series or  sub-series  of
                           Preference  Shares, fix a date after which the shares
                           of such series or sub-series may not be redeemed.

                  (iii)    There  shall be paid on each  Preference  Share to be
                           redeemed  pursuant to  sub-paragraph  (E)(ii) above a
                           sum equal to the nominal amount thereof.


                                       6
<PAGE>

                  (iv)     In the  case  of a  redemption  of  some  only of the
                           Preference  Shares of any series or  sub-series,  the
                           Company shall either redeem a proportionate number of
                           the  Preference  Shares of such series of  sub-series
                           held  by  each  holder  thereof  (provided  that  the
                           directors may make such  arrangements for ignoring or
                           otherwise  dealing  with  fractions  arising  as they
                           think fit) or shall,  for the purpose of  determining
                           the particular  Preference  Shares of such sub-series
                           to be  redeemed,  cause a  drawing  to be made at the
                           Office  or such  other  place  as the  directors  may
                           approve, in the presence of the auditors for the time
                           being of the Company.

                  (v)      Any notice of  redemption  given under  sub-paragraph
                           (E)(ii)   above  shall   specify  (a)  the   relevant
                           Redemption Date, (b) the particular Preference Shares
                           to be redeemed,  (c) the  redemption  price  together
                           with  the  amount  of the  special  dividend  payable
                           pursuant to the sub-paragraph (E)(ii) above, (d) that
                           the dividends on the Preference Shares to be redeemed
                           will cease to accrue on redemption  and (c) the place
                           or  places  at  which  documents  of  title  of  such
                           Preference Shares are to be presented and surrendered
                           for redemption  and payment of the redemption  monies
                           is to be effected,  and upon such Redemption Date the
                           Company shall redeem the particular Preference Shares
                           to be redeemed on that date subject to the provisions
                           of this Article 5 and of the  Statutes.  No defect in
                           the notice of  redemption  or in the  giving  thereof
                           shall   affect  the   validity   of  the   redemption
                           proceedings.

                  (vi)     Payments  in respect of the amount due on  redemption
                           of  Preference  Shares (and any  special  dividend or
                           further special  dividend  payable in accordance with
                           this paragraph (E)) shall be made by sterling  cheque
                           drawn on a bank in London.  Such payment will be made
                           against  presentation  and  surrender of the relative
                           share certificate for the Preference Shares (or, if a
                           share  warrant  has been  issued in  respect  of such
                           Preference   Shares,   the  share   warrant  and  all
                           unmatured  dividend  coupons,   if  any,   pertaining
                           thereto), at the place or one of the places specified


                                       7
<PAGE>

                           in the redemption  notice and if any such certificate
                           (or  share  warrant)  so  surrendered   includes  any
                           Preference  Shares not to be redeemed on the relevant
                           Redemption  Date,  the  Company  shall  issue  to the
                           holder,  free  of  charge,  a  fresh  certificate  or
                           warrant for such Preference  Shares.  All payments in
                           respect  of   redemption   monies  (and  any  special
                           dividend  or  further  special  dividend  payable  in
                           accordance  with  this  paragraph  (E)  will  in  all
                           respects be subject to any applicable fiscal or other
                           laws.

                  (vii)    As from the  relevant  Redemption  Date and  provided
                           that the special  dividend  payable on the Preference
                           Shares  to  be   redeemed   has  been  duly  paid  in
                           accordance  with  sub-paragraph  (E)(ii)  above,  the
                           dividend  on  Preference  Shares  due for  redemption
                           shall  (subject as follows)  cease to accrue.  If, in
                           respect of any such Preference  Shares,  upon the due
                           surrender of the relative share certificate (or share
                           warrant and all unmatured  dividend coupons,  if any,
                           pertaining thereto), payment of the redemption monies
                           due on  such  Redemption  Date  shall  be  improperly
                           withheld or refused, out of the profits available for
                           distribution   there  shall  be  paid  on  each  such
                           Preference  Share a further special dividend of a sum
                           equal  to the  amount  of the  Preferential  Dividend
                           accrued  on such  Preference  Share in respect of the
                           period from the  Redemption  Date to the Payment Date
                           (as hereinafter  defined),  whether such Preferential
                           Dividend  has  been  earned  or  declared  or not and
                           calculated  on the  basis  that it has  continued  to
                           accrued from day to date. Any such  Preference  Share
                           shall not be treated as having  been  redeemed  until
                           the date  when  the  redemption  money  in  question,
                           together with such further  special  dividend,  shall
                           have been paid ("Payment Date").

                  (viii)   If the date for the payment of the redemption  monies
                           (or any special  dividend or further special dividend
                           payable in accordance with this paragraph (E)) on any
                           Preference  Share  is not a day  on  which  banks  in


                                       8
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                           London are open for business (a "business day"), then
                           payment  thereof  may be made on the next  succeeding
                           day which is a business day (and without any interest
                           or other payment in respect of such delay).

                  (ix)     The  receipt  of the  registered  holder for the time
                           being  of any  Preference  Shares  or in the  case of
                           joint  registered  holders the receipt of any of them
                           (or, where a share warrant has been issued in respect
                           of any Preference  Shares,  the receipt of the person
                           delivering  the share warrant to the place  specified
                           pursuant  to  sub-paragraph  (E)(v)  above)  for  the
                           monies payable on redemption thereof (and any special
                           dividend  or  further  special  dividend  payable  in
                           accordance with this paragraph (E)) shall  constitute
                           an  absolute  discharge  to the  Company  in  respect
                           thereof.

                  (x)      Subject  to  the  provisions  of  the  Statutes,  the
                           Company  may  at any  time  purchase  any  Preference
                           Shares  in  issue  in the  market,  by  tender  or by
                           private  treaty,  in each case  upon  such  terms and
                           conditions  as the  Directors may think fit or as may
                           be prescribed by the terms of issue thereof.

         (F)      The  holders  of  the  Preference  Shares  of  any  series  of
                  sub-series  shall only be  entitled  to receive  notice of and
                  attend and speak to or vote upon any  resolution  proposed  at
                  the  general   meeting  of  the   Company  in  the   following
                  circumstances:

                  (i)      in respect of a  resolution  for reducing the capital
                           of the Company  (involving the repayment of the whole
                           or any part of the capital paid up on the  Preference
                           Shares  of  that  sub-series),   for  winding-up  the
                           Company  or  for  varying  or  abrogating  any of the
                           rights  attached to all the  Preference  Shares or to
                           the  Preference  Shares of that series or  sub-series
                           (and then in each case only to speak to and vote upon
                           any such resolution); or

                  (ii)     where  the  Preferential   Dividend  payable  on  the
                           Preference  Shares of that  series or  sub-series  in
                           respect  of such  number of  dividend  periods as the
                           Directors  shall determine prior to the issue thereof


                                       9
<PAGE>

                           has not been  declared  and paid in full,  and  until
                           such date as the Directors shall likewise determine,

                  but  not  otherwise.  In  the  circumstances  referred  to  in
                  sub-paragraph   (F)(ii)   above  only,   the  holders  of  the
                  Preference  Shares of such series or sub-series shall have the
                  right to seek to requisition a general meeting of the Company.

                  Whenever   holders  of  Preference   Shares  of  a  series  or
                  sub-series  are so  entitled  to  vote on a  resolution  to be
                  proposed  at a general  meeting of the  Company,  on a show of
                  hands every such holder who (being an  individual)  is present
                  in  person  or  (being a  corporation)  is  present  by a duly
                  authorised   representative  (who  is  not  himself  otherwise
                  entitled to vote) shall have one vote,  and, on a poll,  every
                  such  holder who is present in person or by a duly  authorised
                  representative  or  proxy  shall  (subject  to  the  following
                  sentence)  have one vote  for  each  Preference  Share of that
                  series or sub-series of which he is the holder.

         (G)      Subject  to  the  rights   attached  by,  pursuant  to  or  in
                  accordance with these Articles to the Preference  Shares,  the
                  profits of the Company available for distribution and resolved
                  to be  distributed  shall be  distributed  by way of  dividend
                  among the holders of the Ordinary Shares.

         (H)      On a return of capital  (other than on  redemption or purchase
                  of shares in the Company), the assets of the Company available
                  for distribution shall,  subject to the rights attached to the
                  Preference Shares by these Articles, be applied in repaying to
                  the holders of the Ordinary  Shares the amounts paid upon such
                  shares  and,   subject   thereto,   shall  belong  to  and  be
                  distributed  among such holders  proportionately  according to
                  the number of such shares held by them.

6        Without  prejudice to any special  rights  previously  conferred on the
         holders of any shares or class of shares  already issued (which special
         rights shall not be modified or  abrogated  except with such consent or
         sanction as is provided in the Company's  Memorandum of Association and
         in the  next  following  Article)  any  share in the  Company  (whether
         forming  part of the  original  capital or not) may be issued with such


                                       10
<PAGE>

         preferred,  deferred  or other  special  rights  or such  restrictions,
         whether in regard to dividend,  return of capital,  voting or otherwise
         as the Company may from time to time by ordinary resolution  determine,
         and,  subject to the provisions of the Statutes,  the Company may issue
         shares which are or which at the option of the Company are to be liable
         to be redeemed  on such terms and in such manner as the Company  before
         the issue thereof may by ordinary resolution determine.

Modification of Rights

7        Whenever the capital of the Company is divided into  different  classes
         of shares or groups the special  rights  attached to any class or group
         may,  subject  to  the  provisions  of  the  Company's   Memorandum  of
         Association  (unless  otherwise  provided  by the terms of issue of the
         shares of that  class),  either  with the  consent  In  Writing  of the
         holders of  three-quarters  of the issued shares of the class or group,
         or with  the  sanction  of any  extraordinary  resolution  passed  at a
         separate  general  meeting  of such  holders  (but not  otherwise),  be
         modified  or  abrogated,  and may be so modified  or  abrogated  either
         whilst the Company is a going concern or during or in  contemplation of
         a winding up, and such writing or resolution  shall be binding upon all
         the  holders of shares of the class.  To every  such  separate  general
         meeting  all the  provisions  of these  Articles  relating  to  general
         meetings or to the proceedings thereat shall, mutatis mutandis,  apply,
         except that the necessary  quorum shall be two persons at least holding
         or  representing  by proxy  one-third  in nominal  amount of the issued
         shares of the class or group (but so that if at any  adjourned  meeting
         of such holders a quorum as above defined is not present, those members
         who are  present  shall be a quorum),  that any holder of shares in the
         class  present  in person  or by proxy  may  demand a poll and that the
         holders of shares of the class or group shall, on a poll, have one vote
         in  respect  of  every  share  of the  class  or  group  held  by  them
         respectively.  The  special  rights  conferred  upon the holders of any
         shares  or class or group of  shares  issued  with  preferred  or other
         rights shall not, unless otherwise expressly provided by the conditions
         of issue of such  shares,  be deemed to be modified by the  creation or
         issue of further shares ranking pari passu therewith or by any purchase
         by the Company of any of its own shares.


                                       11
<PAGE>

Shares

8        Subject  to  the  provisions  of  the  Statutes  and  any  restrictions
         contained in these  Articles and to any direction to the contrary which
         may be given by the  Company  in general  meeting,  the  Directors  may
         allot,  grant options over, or otherwise dispose of shares or rights to
         subscribe for, or to convert any security into shares other than shares
         so allotted to such persons  (including any Director) and on such terms
         as they  think  fit,  provided  that no  share  shall  be  issued  at a
         discount.

9        The Company may exercise the powers of paying commissions  conferred or
         permitted  by the Statutes  provided  that the  percentage  rate or the
         amount of the  commission  paid or agreed to be paid shall be disclosed
         in the manner  required  by law and shall not exceed the rate of 10 per
         cent of the price at which the  shares in respect  whereof  the same is
         paid are issued,  or an amount equivalent  thereto.  Where permitted by
         the Statutes,  such  commission may be satisfied by the payment of cash
         or the  allotment  of fully or partly  paid shares or partly in one way
         and partly in another.  The Company may also on any issue of shares pay
         such brokerage as may be lawful.

10       Except as required by law, no person shall be recognised by the Company
         as holding any share upon any trust, and the Company shall not be bound
         by or be  compelled in any way to  recognise  (even when having  notice
         thereof) any equitable,  contingent,  future or partial interest in any
         share,  or any interest in any fractional  part of a share,  or (except
         only as by these Articles  otherwise  provided or as by law required or
         under an order of court)  any  other  rights  in  respect  of any share
         except an  absolute  right to the  entirety  thereof in the  registered
         holder.

Certificates

11       Every person,  except a Stock  Exchange  nominee in respect of whom the
         Company is not by law  required to complete and have ready for delivery
         a  certificate,  whose name is entered as a member in the  register  of
         members shall be entitled  without payment to receive within two months
         after  allotment  or lodgement of transfer (or within such other period
         as the conditions of issue shall provide) one  certificate  for all his
         shares of each  class of shares  held by him,  or upon  payment of such
         sum, not exceeding  (pound)1,  for every certificate after the first as
         the Directors shall from time to time determine,  several certificates,


                                       12
<PAGE>

         each for one or more of his shares. Shares of different classes may not
         be included  in the same  certificate.  Where a member has  transferred
         part of the shares  comprised  in his holding he shall be entitled to a
         certificate  for the  balance  of his  holding  free of  charge.  Every
         certificate for shares shall be issued under the Seal or be executed in
         accordance  with  Article 125 (having  regard to the terms of issue and
         any listing requirements) and shall specify the shares or securities to
         which it  relates  and the  amount  paid up  thereon  and  (subject  as
         hereinafter provided) shall bear the autographic  signatures of (a) two
         Directors or (b) at least one Director and the Secretary  provided that
         the Directors  may by resolution  determine  that such  signatures,  or
         either of them,  shall be  dispensed  with or shall be  affixed by such
         other person as may be  authorised  by the  Directors or some method or
         system of mechanical signature provided also that the Company shall not
         be bound to register more than four persons as the joint holders of any
         share  (except  in the case of  executors  or  trustees  of a  deceased
         member) and in the case of a share held jointly by several persons, the
         Company shall not be bound to issue more than one certificate therefor,
         and  delivery  of a  certificate  for a share to one of  several  joint
         holders shall be sufficient delivery to all.

12       If a share certificate is defaced, lost or destroyed it may be replaced
         without fee but on such terms (if any) as to evidence and indemnity and
         to payment of the costs and any exceptional  out-of-pocket  expenses of
         the Company in investigating such evidence and preparing such indemnity
         as the Board may think fit and, in case of  defacement,  on delivery of
         the old certificate to the Company.

Lien

13       Subject to the  provisions of section 150 of the Companies Act 1985 the
         Company shall have a first and paramount lien on every share (not being
         a fully paid share) for all moneys,  whether  presently payable or not,
         called or payable at a fixed time in respect of such share  whether the
         period for the  payment or  discharge  of the same shall have  actually
         arrived or not,  and  notwithstanding  that the same are joint debts or
         liabilities of such member or his estate and any other person,  whether


                                       13
<PAGE>

         a member of the Company or not. The Company's  lien (if any) on a share
         shall extend to all  dividends or other  moneys  payable  thereon or in
         respect  thereof  together with any interest or expenses which may have
         accrued. The Directors may resolve that any share shall be wholly or in
         part exempt from the provisions of this Article.

14       The Company may sell,  in such manner as the  Directors  think fit, any
         shares  on which  the  Company  has a lien,  but no sale  shall be made
         unless  some sum in  respect  of which  the lien  exists  is  presently
         payable, nor until the expiration of 14 days after a notice in writing,
         stating and demanding payment of the sum presently payable,  and giving
         notice of  intention  to sell in default,  shall have been given to the
         holder for the time being of the share or the person entitled by reason
         of his death or bankruptcy to the share.

15       To give effect to any such sale the Directors may authorise some person
         to transfer the shares sold to, or in  accordance  with the  directions
         of, the purchaser.  The purchaser  shall be registered as the holder of
         the shares and he shall not be bound to see to the  application  of the
         purchase  money,  nor shall his title to the shares be  affected by any
         irregularity or invalidity in the proceedings in reference to the sale.
         The net  proceeds of such sale after  payment of the costs of such sale
         shall be applied in or towards  payment or  satisfaction of the debt or
         liability  in respect  whereof the lien  exists,  so far as the same is
         presently  payable,  and any residue shall  (subject to a like lien for
         sums not presently  payable as existed upon the shares before the sale)
         be paid to the person entitled to the shares at the time of the sale.

Calls on Shares

16       The  Directors  may from time to time make  calls  upon the  members in
         respect of any moneys  (whether  on account of the amount of the shares
         or by way of premium)  unpaid on their shares and not by the conditions
         of allotment thereof made payable at fixed times, provided that (except
         as otherwise  fixed by the  conditions of  application or allotment) no
         call on any share shall exceed one-quarter of the nominal amount of the
         share or be payable  within 14 days from the last call and each  member
         shall  (subject to receiving at least 14 days'  notice  specifying  the


                                       14
<PAGE>

         time or times and place of  payment)  pay to the Company at the time or
         times and place so specified  the amount  called on his shares.  A call
         may be revoked or postponed as the Directors may determine.

17       A call  shall  be  deemed  to have  been  made  at the  time  when  the
         resolution of the Directors authorising the call was passed, and a call
         may be made payable by instalments.

18       The joint holders of a share shall be jointly and  severally  liable to
         pay all calls in respect thereof.

19       If a call or  instalment  payable  in  respect  of a share  is not paid
         before or on the day  appointed  for payment  thereof,  the person from
         whom  the  sum is due  shall  pay  interest  on the  sum  from  the day
         appointed  for  payment  thereof to the time of actual  payment at such
         rate, not exceeding 15 per cent per annum,  as the Directors shall from
         time to time  determine,  and shall  also pay all  costs,  charges  and
         expenses  which the Company may have  incurred or become  liable for in
         order to procure  payment of or in  consequence  of the  non-payment of
         such call or instalment, but the Directors shall be at liberty to waive
         payment of such  interest,  costs,  charges and expenses,  wholly or in
         part.

20       Any sum which by the  terms of issue of a share  becomes  payable  upon
         allotment or at any fixed date, whether on account of the amount of the
         share  or by way of  premium,  shall  for all  the  purposes  of  these
         Articles be deemed to be a call duly made and  payable,  on the date on
         which, by the terms of issue, the same becomes payable,  and in case of
         non-payment all the relevant provisions of these Articles as to payment
         of interest, costs, charges and expenses, forfeiture or otherwise shall
         apply as if such sum had  become  payable by virtue of a call duly made
         and notified.

21       The  Directors  may, on the issue of share,  differentiate  between the
         holders in the amount of calls to be paid, and in the times of payment.

22       The Directors  may, if they think fit,  receive from any member willing
         to advance the same all or any part of the money unpaid upon the shares
         held by him beyond the sums actually  called up thereon as a payment in


                                       15
<PAGE>

         advance  of  calls,   and  such  payment  in  advance  of  calls  shall
         extinguish,  so far as the same shall extend,  the  liability  upon the
         shares  in  respect  of which  it is  advanced,  and upon the  money so
         received, or so much thereof as from time to time exceeds the amount of
         the calls  then made upon the  shares in  respect  of which it has been
         received,  the  Company  may pay  interest  at such rate as the  member
         paying such sum and the Directors  shall agree provided that the member
         shall not thereby be entitled to  participate  in respect  thereof in a
         dividend  subsequently  declared.  The  Directors  may also at any time
         repay the amount so advanced  upon  giving to such  members one month's
         notice in writing.

Transfer of Shares

23       All  transfers  of shares may  effected  by  transfer in writing in the
         usual or common form, or in any other form approved by the Directors.

24       The  instrument  of transfer of a share shall be signed by or on behalf
         of the  transferor  and  (in the  case  of a  partly  paid  share)  the
         transferee,  and the transferor shall be deemed to remain the holder of
         the share until the name of the  transferee  is entered in the register
         of members  in  respect  thereof.  Subject  to the  provision  of these
         Articles,  transfers of shares shall be registered  without  payment of
         any fee.

25       The Directors may, in their absolute discretion,  and without assigning
         any reason  therefor,  decline to register  any  transfer  of, or which
         includes,  shares  which  are not  fully  paid to a person of whom they
         shall not  approve,  and they may also decline to register any transfer
         of shares upon which the Company has a lien. If the Directors refuse to
         register a transfer  they shall within 2 months after the date on which
         the transfer was lodged with the Company send to the transferee  notice
         of the refusal.

26       The Directors may also decline to register any  instrument of transfer,
         unless:

         (a)      the instrument of transfer,  duly stamped, is deposited at the
                  Office  or such  other  place  as the  Directors  may  appoint
                  accompanied  by the  certificate  of the  shares  to  which it
                  relates,   and  such  other  evidence  as  the  Directors  may


                                       16
<PAGE>

                  reasonably require to show the right of the transferor to make
                  the transfer;

         (b)      the  instrument of transfer is in respect of only one class of
                  share; and

         (c)      in the case of a transfer to joint holders, they do not exceed
                  four in number.

         All instruments of transfer which shall be registered shall be retained
         by the Company,  but any instrument of transfer which the Directors may
         decline to register  shall (except in the case of fraud) be returned to
         the person depositing the same.

27       The  register  of  transfers  may be closed at such  times and for such
         period  as the  Directors  may from  time to time  determine,  provided
         always that it shall not be closed for more than 30 days in any year.

28       Subject  to  section  80 of the  Companies  Act  1985,  nothing  herein
         contained  shall  preclude the Directors from allowing the allotment of
         any share to be  renounced  by the  allottee  in  favour of some  other
         person,  provided  however  that for all  purposes  of  these  Articles
         relating to the registration of transfers of shares,  such renunciation
         shall be deemed to be a transfer and the Directors  shall have the same
         power of  refusing  to give effect  thereto by  renunciation  as if the
         renunciation were a transfer.

29       The Company shall be entitled to destroy all instruments of transfer of
         shares and all other  documents on the faith of which  entries are made
         in the register of members at any time after the  expiration of 6 years
         from the date of  registration  thereof and all  dividend  mandates and
         notifications  of  change  of name or  address  at any time  after  the
         expiration of 2 years from the date of recording  thereof and all share
         certificates which have been cancelled at any time after the expiration
         of  1  year  from  the  date  of  cancellation  thereof  and  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 every share  certificate  so destroyed  was a
         valid and  effective  document  duly and properly  cancelled  and every
         other  document  hereinbefore  mentioned so  destroyed  was a valid and
         effective document in accordance with the recorded  particulars thereof


                                       17
<PAGE>

         in the books or records of the Company provided always that:

         (i)      the provisions  aforesaid  shall apply only to the destruction
                  of a document  in good faith and  without  notice of any claim
                  (regardless  of the  parties  thereto)  to which the  document
                  might be relevant;

         (ii)     nothing herein  contained  shall be construed as imposing upon
                  the Company any liability in respect of the destruction of any
                  such  document  earlier than as aforesaid or in any case where
                  the conditions of proviso (i) above are not fulfilled; and

         (iii)    references  herein to the destruction of any document  include
                  references to the disposal thereof in any manner.

Transmission of Shares

30       In the case of the death of a member 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
         shares,  but nothing  herein  contained  shall  release the estate of a
         deceased  holder  (whether sole or joint) from any liability in respect
         of any share solely or jointly held by him.

31       Subject to any other provisions of these Articles,  any person becoming
         entitled  to a share in  consequence  of the death or  bankruptcy  of a
         member or otherwise by operation of the law may,  upon such evidence as
         to his title being produced as may from time to time be required by the
         Directors,  and subject as hereinafter  provided,  either be registered
         himself as holder of the share or elect to have some  person  nominated
         by him registered as the transferee thereof.

32       Subject to any other  provisions  of these  Articles,  if the person so
         becoming  entitled  shall  elect  to be  registered  himself,  he shall
         deliver  or send to the  Company  a notice  in  writing  signed  by him
         stating  that he so  elects.  If he shall  elect  to have  his  nominee
         registered, he shall testify his election by executing in favour of his
         nominee a transfer of such share. All the limitations, restrictions and


                                       18
<PAGE>

         provisions of these Articles  relating to the right to transfer and the
         registration  of transfers of shares  shall be  applicable  to any such
         notice or transfer as  aforesaid as if the death or  bankruptcy  of the
         member or other event giving rise to the  transmission had not occurred
         and the notice or transfer were a transfer executed by such member.

33       Subject to any other  provisions of these  Articles,  a person becoming
         entitled  to a share in  consequence  of the death or  bankruptcy  of a
         member  may at the  discretion  of the  Directors  receive  and  give a
         discharge for any dividends or other moneys becoming payable in respect
         of the share but shall not be  entitled  to  receive  notices  of or to
         attend or vote at meetings of the Company or save as  aforesaid  to any
         of the rights or  privileges  of a member  until he shall have become a
         member in respect of the share,  and should he fail  either to transfer
         the share or to elect to be registered  as a member in respect  thereof
         within 60 days of being required so to do by the Directors, he shall in
         the case of shares which are fully paid up be deemed to have elected to
         be  registered  as a member in respect  thereof  and may be  registered
         accordingly.

Forfeiture of Shares

34       If a  member  fails  to pay  the  whole  or any  part  of any  call  or
         instalment  of a call  on or  before  the  day  appointed  for  payment
         thereof, the Directors may at any time thereafter,  during such time as
         any part of such call or instalment  remains unpaid,  serve a notice on
         him  requiring  payment  of so much of the  call  or  instalment  as is
         unpaid,  together with any accrued interest and any costs,  charges and
         expenses incurred by the Company by reason of such non-payment.

35       The notice  shall  name a further  day (not being less than 7 days from
         the date of the  notice)  on or before  which  and the place  where the
         payment  required by the notice is to be made,  and shall state that in
         the  event of  non-payment  at or  before  the  time  and at the  place
         appointed  the  shares  in  respect  of  which  the  call  was  made or
         instalment is payable will be liable to be forfeited. The Directors may
         accept the surrender of any share liable to be forfeited  hereunder and


                                       19
<PAGE>

         in such case,  references in these Articles to forfeiture shall include
         surrender.

36       If the  requirements  of any such notice as aforesaid  are not complied
         with,  any share in respect of which such  notice has been given may at
         any time  thereafter  before  payment  of all  calls and  interest  and
         expenses  due in  respect  othereof  has been  made be  forfeited  by a
         resolution  of the  Directors to that  effect.  Such  forfeiture  shall
         include all dividends  declared in respect of the forfeited  shares and
         not actually paid before forfeiture.

37       A forfeited  share shall  become the property of the Company and may be
         sold,  re-allotted  or otherwise  disposed of, either to the person who
         was before forfeiture the holder thereof or entitled thereto, or to any
         other person, upon such terms and in such manner as the Direcotrs shall
         think fit, and at any time before a sale or disposition  the forfeiture
         may be  cancelled  on such terms as the  Directors  think fit,  subject
         always to the provisions of section 146 of the Companies Act 1985.

38       A  shareholder  whose  shares have been  forfeited  shall cease to be a
         member in respect of the forfeited  shares,  but shall  notwithstanding
         the forfeiture  remain liable to 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,  with  interest  thereon  from  the  date  of
         forfeiture  until  payment at such rate not  exceeding  15 per cent per
         annum as the Directors  may  determine,  but the Directors  shall be at
         liberty  to waive  payment of such  interest  wholly or in part and the
         Directors  may enforce  payment  without any allowance for the value of
         the shares at the time of forfeiture.

39       When any share has been  forfeited,  notice of the forfeiture  shall be
         served  upon the  person who was  before  forfeiture  the holder of the
         share;  but no  forfeiture  shall in any manner be  invalidated  by any
         omission or neglect to give such notice as aforesaid.

40       A statutory  declaration in writing that the declarant is a Director or
         the  Secretary of the Company and that a share has been duly  forfeited
         on a date stated in the declaration shall be conclusive evidence of the
         facts therein stated as against all persons  claiming to be entitled to
         the share,  and such declaration and the receipt of the Company for the
         consideration (if any) given for the share no the sale, re-allotment or
         disposal  thereof  together with the relevant share  certificate  under


                                       20
<PAGE>

         seal delivered to a purchaser or allottee thereof shall (subject to the
         execution  of a transfer  if the same be  required)  constitute  a good
         title  to the  share,  and  the  person  to whom  the  share  is  sold,
         re-allotted  or  disposed of shall be  registered  as the holder of the
         share and shall not be bound to see to the  application of the purchase
         money (if any),  nor  shall his title to the share be  affected  by any
         irregularity  or  invalidity  in the  proceedings  in  reference to the
         forfeiture,  sale or  disposal of the share.  Every  Director is hereby
         authorised  to  execute  on behalf of the  shareholder  whose  share is
         forfeited a proper instrument of transfer of such share.

41       The  provisions of these  Articles as to forfeiture  shall apply in the
         case of non-payment of any sum which, by the terms of issue of a share,
         becomes  payable at a fixed  time,  whether  on account of the  nominal
         value of the share or by way of premium as if the same had been payable
         by virtue of a call duly made and notified.

Untraced Shareholders

42       (A) The Company  shall be entitled to sell (in such manner and for such
         price as the Directors  think fit) the shares of a member or the shares
         to which a person is  entitled  by virtue of  transmission  on death or
         bankruptcy if and provided that:

         (i)      during  the  period  of 12  years  prior  to the  date  of the
                  publication  of the  advertisements  referred to in  paragraph
                  (ii) below (or, if  published on  different  dates,  the first
                  thereof) being a period during which at least three  dividends
                  have been  payable all  warrants and cheques in respect of the
                  shares in  question  sent in the  manner  authorised  by these
                  presents have remained uncashed; and

         (ii)     the  Company  shall on expiry  of the said  period of 12 years
                  have inserted advertisements in two national daily newspapers,
                  giving notice of its intention to sell the said shares; and

         (iii)    during the said  period of 12 years and the period of 3 months
                  following  the  publication  of  the  said  advertisements  or
                  following the later publication if the two  advertisements are
                  published on different  dates the Company  shall have received


                                       21
<PAGE>

                  indication  neither of the whereabouts nor of the existence of
                  such member or person.

         (B) To give  effect to any such sale the Company may appoint any person
         to execute as  transferor  an instrument of transfer of the said shares
         and  such  instrument  of  transfer  of the  said  shares  shall  be as
         effective  as if it had been  executed by the  registered  holder of or
         person  entitled  by  transmission  to such shares and the title of the
         transferee  shall not be affected by any  irregularity or invalidity in
         the proceedings relating thereto. The net proceeds of sale shall belong
         to the Company  which shall be obliged to account to the former  member
         or other person previously entitled as aforesaid for an amount equal to
         such  proceeds and shall enter the name of such former  member or other
         person in the books of the Company as a creditor  for such  amount.  No
         trust  shall be created in respect of the debt,  no  interest  shall be
         payable in respect of the same and the Company shall not be required to
         account for any money earned on the net proceeds, which may be employed
         in the business of the Company or invested in such  investments  (other
         than  shares  of the  Company  or its  holding  company  if any) as the
         Directors may from time to time think fit.

Stock

43       The Company may by ordinary  resolution convert any paid-up shares into
         stock, and may in like manner  re-convert any stock into paid-up shares
         of any denomination.

44       The holders of stock may  transfer  the same or any part thereof in the
         same  manner,  and  subject to the same  regulations  as and subject to
         which,  the  shares  from which the stock  arose  might  previously  to
         conversion have been  transferred,  or as near thereto as circumstances
         admit,  but the Directors may, if they think fit, from time to time fix
         the  minimum  amount of stock which is  transferable,  in which case no
         stock shall be  transferable  except in sums of the  minimum  amount or
         multiples  thereof,  provided that such minimum amount shall not exceed
         the  nominal  amount of the  shares  from  which the  stock  arose.  No
         warrants to bearer shall be issued in respect of any stock.

45       The holders of stock  shall,  according to the amount of the stock held
         by them,  have the same rights,  privileges  and  advantages as regards


                                       22
<PAGE>

         dividends,  participation in assets on a winding-up, voting at meetings
         and other  matters,  as if they held the  shares  from  which the stock
         arose,  but no such  privilege or advantage  (except  participation  in
         dividends and in assets on a winding-up) shall be conferred by any such
         part of stock as would not, if existing in shares,  have conferred such
         privilege or advantage.

46       All such of the provisions of these Articles (other than those relating
         to share  warrants) as are  applicable to paid-up shares shall apply to
         stock,  and the words "share" and  "shareholder"  therein shall include
         "stock" and "stockholder".

Share Warrants

47       The Directors  with respect to fully paid up shares may issue  warrants
         (hereinafter  called  "share  warrants")  stating  that the  bearer  is
         entitled to the shares therein specified, and may provide by coupons or
         otherwise for the payment of future dividends on the shares included in
         such  warrants.  The Directors may determine and from time to time vary
         the conditions upon which share warrants shall be issued and upon which
         a new share  warrant or coupon shall be issued in the place of one worn
         out, defaced or destroyed,  but no new share warrant or coupon shall be
         issued to  replace  one that has been lost  unless  the  Directors  are
         satisfied beyond reasonable doubt that the original has been destroyed.
         The  Directors  may  also  determine  and  from  time to time  vary the
         conditions  upon which the bearer of a share  warrant shall be entitled
         to receive  notices of and  attend and vote at general  meetings  or to
         join in requisitioning general meetings, and upon which a share warrant
         may be  surrendered  and the name of the holder entered in the register
         in respect of the shares therein specified.  Subject to such conditions
         and to these  Articles the bearer of a share  warrant shall be a member
         to the full  extent.  The  holder of a share  warrant  shall  hold such
         warrant  subject  to the  conditions  for the time  being in force with
         regards to share  warrants  whether  made  before or after the issue of
         such warrant.

Increase of Capital

48       The  Company  in  general  meeting  may from  time to time by  ordinary
         resolution  increase  its capital by such sum to be divided into shares


                                       23
<PAGE>

         of such amounts as the resolution shall prescribe.

49       Unless the Company shall by ordinary  resolution at any general meeting
         at which the  capital is  increased  otherwise  direct,  any new shares
         proposed to be issued  shall be at the disposal of the  Directors,  who
         may allot,  grant options  over,  or otherwise  dispose of them to such
         persons and on such terms as they think fit.

50       The new shares  shall be subject to the  provisions  of these  Articles
         with  reference  to payment  of calls,  lien,  transfer,  transmission,
         forfeiture and otherwise.

Purchase of Own Shares

51       (A) Subject to, and in accordance  with, the provisions of the Statutes
         and subject to paragraphs  (B) and (C) below,  the Company may purchase
         its own shares (including any redeemable shares).

         (B) The Company may not  purchase its own shares if at the time of such
         purchase  there  are  outstanding  any  convertible  securities  of the
         Company  unless such purchase has been  sanctioned by an  extraordinary
         resolution  passed at a separate  class  meeting of the  holders of the
         convertible securities.

         (C) Purchases by the Company of its own redeemable shares shall,  where
         such shares are listed by The Stock Exchange in London, be limited to a
         maximum price which, in the case of purchases  through the market or by
         tender,  will not exceed the  average of the middle  market  quotations
         taken from The Stock  Exchange  Daily Official List for the 10 business
         days before the  purchase is made or in the case of a purchase  through
         the market,  at the market  price,  provided that it is not more than 5
         per cent above such average.  If such purchases are by tender,  tenders
         shall be made available to all holders of such shares alike.

Alteration of Capital

52       The Company may by ordinary resolution:

         (i)      consolidate  and divide all or any of its share  capital  into


                                       24
<PAGE>

                  shares of larger amount than its existing shares;

         (ii)     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 capital by the amount
                  of the  shares  so  cancelled  subject  to the  provisions  of
                  sections 146-149 of the Companies Act 1985; and

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

53       Upon any  consolidation  of fully  paid  shares  into  shares of larger
         amount the  Directors  may settle any  difficulty  which may arise with
         regard thereto and in particular  may, as between the holders of shares
         so  consolidated,  determine  which shares are  consolidated  into each
         consolidated  share and,  in the case of any shares  registered  in the
         name or names of one or more  members  being  consolidated  with shares
         registered  in the name or names of  another  member  or  members,  the
         Directors may make such  arrangements  for the sale of the consolidated
         share  or  for  the  issue,   acceptance   and/or  sale  of  fractional
         certificates  and may sell  the  consolidated  share  or the  fractions
         represented by such fractional certificates,  either upon the market or
         otherwise,  to such person or persons at such time or times and at such
         price  or  prices,  as they  think  fit and  shall  distribute  the net
         proceeds of sale among such members  rateably in accordance  with their
         rights  and  interest  in  the  consolidated  share  or  the  fractions
         represented  by such  fractional  certificates  and for the  purpose of
         giving effect to any such sale the Directors may appoint some person to
         transfer the shares or fractions  sold to the  purchaser or  purchasers
         thereof.


                                       25
<PAGE>

54       The  Company  may from time to time by  special  resolution  reduce its
         share  capital and any  capital  redemption  reserve  fund or any share
         premium  account in any manner  subject to any  conditions and consents
         required by law.

Redeemable Shares

55       The Company may by special  resolution create and sanction the issue of
         shares which are, or at the option of the Company are to be liable,  to
         be redeemed,  subject to and in accordance  with the  provisions of the
         Statutes.  The special resolution sanctioning any such issue shall also
         make such  alterations to these Articles as may be necessary to specify
         the terms on which and the  manner  in which any such  shares  shall be
         redeemed.

General Meetings

56       A general  meeting  shall be held in each  year at such time  (within a
         period  of not  more  than 15  months  after  the  holding  of the last
         preceding  general  meeting)  and  place  as may be  determined  by the
         Directors.  The general  meetings  referred to in this Article shall be
         called annual general meetings.  All general meetings other than annual
         general meetings shall be called extraordinary general meetings.

57       The Directors may convene an  extraordinary  general  meeting  whenever
         they think fit and, on the  requisition  of members in accordance  with
         the Statutes,  they shall forthwith  convene an  extraordinary  general
         meeting.  Whenever the Directors shall convene an extraordinary general
         meeting on the requisition of members,  they shall convene such meeting
         for a date not more than 6 weeks after the date when the requisition is
         deposited at the office  (unless the  requisitionists  shall consent in
         writing  to a later  date  being  fixed).  If at any time there are not
         within the United  Kingdom  sufficient  Directors  capable of acting to
         form a quorum,  any  Director  or any two  members of the  Company  may
         convene an  extraordinary  general meeting in the same manner as nearly
         as possible as that in which meetings may be convened by the Directors.

Notice of General Meetings

58       In the case of the annual general  meeting or of a meeting  convened to
         pass a special  resolution  21 Clear Days' notice and in other cases 14


                                       26
<PAGE>

         Clear Days' notice at the least  specifying the place,  the day and the
         hour  of  meeting  (and  in  the  case  of an  annual  general  meeting
         specifying the meeting as such) and stating with reasonable  prominence
         that a member  entitled  to attend  and vote  thereat  is  entitled  to
         appoint  a proxy,  who need not also be a member,  to  attend  and vote
         instead of him, and in the case of special business, the general nature
         of such business  (and in the case of a meeting  convened for passing a
         special or  extraordinary  resolution,  the  intention  to propose such
         resolution as a special or extraordinary resolution as the case may be)
         shall be given in manner hereinafter  mentioned to the Auditors and the
         Directors  from time to time of the Company and to such members as are,
         under the provisions  herein  contained,  entitled to received  notices
         from the  Company.  With the  consent In  Writing of all,  or such less
         number as is  required  by the  Statutes,  of the  members  entitled to
         attend and vote thereat,  a meeting may be convened by a shorter notice
         and in such  manner as such  members may think fit.  The Company  shall
         comply  with the  provisions  of the  Statutes  as to giving  notice of
         resolutions and circulating statements on the requisition of members.

59       The  accidental  omission to give notice of any  meeting,  or to send a
         form of proxy with a notice  where  required  by these  Articles to any
         person  entitled to receive the same, or the non-receipt of a notice of
         meeting  or form of proxy by such a person,  shall not  invalidate  the
         proceedings at any general meeting.

Proceedings at General Meetings

60       All  business  shall  be  deemed  special  that  is  transacted  at  an
         extraordinary general meeting, and also all business that is transacted
         at  an  annual  general  meeting,   with  the  exception  of  declaring
         dividends,  the reading and  consideration and adoption of the accounts
         and  balance  sheet  and the  ordinary  reports  of the  Directors  and
         Auditors  and other  documents  required  to be annexed to the  balance
         sheet, the re-election of Directors retiring, the election of Directors
         in the place of those  retiring,  the voting of  remuneration  or extra
         remuneration to the Directors, the appointment of and the fixing of the
         remuneration  of the  Auditors  and  the  grant,  renewal,  limitation,
         extension or variation of any authority of or to the Board, pursuant to


                                       27
<PAGE>

         section 80 of the Companies Act 1985, to allot securities.

61       No business shall be transacted at any general  meeting unless a quorum
         is  present  when the  meeting  proceeds  to  business.  Save as herein
         otherwise  provided in these Articles,  at least two persons present in
         person or by proxy,  and holding or  representing by proxy in aggregate
         not less than one third of the issued capital of the Company conferring
         the  right  to vote  upon the  business  to be  transacted,  shall be a
         quorum.  A corporation  being a member shall be deemed to be personally
         present  for  the  purpose  of  this  Article  if  represented  by  its
         representative duly authorised in accordance with Article 78.

62       If within half an hour from the time appointed for the meeting a quorum
         is not present, the meeting, if convened on the requisition of members,
         shall be dissolved.  In any other case it shall stand  adjourned to the
         same day in the next week, at the same time and place, or to such other
         day and at such other time and place as the Directors may determine.

63       The  chairman  (if  any) of the  Board  or,  in his  absence,  a deputy
         chairman (if any) shall preside as chairman at every  general  meeting.
         If there is no such chairman or deputy  chairman,  or if at any meeting
         neither the chairman nor a deputy  chairman is present within 5 minutes
         after the time appointed for holding the meeting, or if neither of them
         is willing to act as chairman,  the Directors  present shall choose one
         of their  number to act,  or if one  Director  only is present he shall
         preside as chairman if willing to act. If no Director is present, or if
         each of the Directors  present  declines to take the chair, the persons
         present and  entitled to vote on a poll shall elect one of their number
         to be chairman.

64       The  chairman  may with the  consent  of a meeting at which a quorum is
         present (and shall if so directed by the  meeting)  adjourn the meeting
         from time to time or from place to place.  In  addition,  the  chairman
         may, without the consent of the meeting,  adjourn the meeting from time
         to time and from place to place if it appears to the chairman that:

         (i)      the number of persons wishing to attend cannot be conveniently


                                       28
<PAGE>

                  accommodated in the place(s) appointed for the meeting; or

         (ii)     the unruly conduct of persons  attending the meeting prevents,
                  or is likely  to  prevent,  the  orderly  continuation  of the
                  business of the meeting; or

         (iii)    an adjournment is otherwise  necessary so that the business of
                  the meeting may be properly conducted.

         No business  shall be  transacted  at an adjourned  meeting  other than
         business which might  properly have been  transacted at the meeting had
         the  adjournment  not taken  place.  When a meeting  is  adjourned  for
         fourteen days or more, at least seven clear days' notice shall be given
         specifying the time and place of the adjourned  meeting and the general
         nature of the  business  to be  transacted.  Otherwise  it shall not be
         necessary to give any such notice.

65       At any  general  meeting a  resolution  put to the vote of the  meeting
         shall be decided on a show of hands  unless a poll is (before or on the
         declaration  of the  result  of the  show  of  hands)  demanded  by the
         chairman or by at least three members present in person or by proxy and
         entitled to vote or by a member or members entitled to vote and holding
         or  representing  by proxy at least one tenth part of the total  voting
         rights of all the members having the right to vote at the meeting or by
         a member or members 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.  Unless a poll is so demanded,  a
         declaration  by the chairman  that a resolution  has been  carried,  or
         carried unanimously, or by a particular majority, or lost, and an entry
         to that effect in the minute book shall be  conclusive  evidence of the
         fact without proof of the number or proportion of the votes recorded in
         favour of or against such resolution.

66       If any votes shall be counted which ought not to have been counted,  or
         might have been  rejected,  the error shall not vitiate the  resolution
         unless it be pointed  out at the same  meeting,  or at any  adjournment
         thereof,  and not in that case  unless it shall in the  opinion  of the
         chairman  of the  meeting be of  sufficient  magnitude  to vitiate  the
         resolution.


                                       29
<PAGE>

67       If a poll is duly  demanded,  it shall be taken at such time (either at
         the  meeting  at which  the poll is  demanded  or within 30 days of the
         meeting) and place in such manner as the chairman may direct (including
         the use of ballot or voting papers or tickets) and the result of a poll
         shall be deemed to be the  resolution  of the meeting at which the poll
         was  demanded.  A poll  demanded on the  election of a chairman or on a
         question of  adjournment  shall be taken  forthwith.  No notice need be
         given of a poll not taken immediately. The chairman may in the event of
         a poll  appoint  scrutineers  and may adjourn the meeting to some place
         and time fixed by him for declaring the result of the poll.  The demand
         for a poll may be  withdrawn  before  the close of the  meeting  or the
         taking  of the  poll,  whichever  is the  earlier  but,  if a demand is
         withdrawn,  the chairman of the meeting or other  members  entitled may
         himself or themselves demand a poll.

68       In the case of an equality of votes, whether on a show of hands or on a
         poll,  the  chairman  of the  meeting at which the show of hands  takes
         place or at which the poll is demanded shall be entitled to a second or
         casting  vote in addition to any votes to which he may be entitled as a
         member.

69       The demand for a poll shall not  prevent the  continuance  of a meeting
         for the  transaction  of any business  other than the question on which
         the poll has been demanded.

Votes of Members

70       Subject to any special rights or  restrictions as to voting attached to
         any shares by or in accordance with these Articles,  on a show of hands
         every member,  who (being an individual) is present in person or (being
         a  corporation)  is present  by a  representative  not being  himself a
         member,  shall have one vote and on a poll every  member who is present
         in person or by proxy  shall have one vote for every  share of which he
         is the holder.

71       Where there are joint holders of any share, any one of such persons may
         vote at any meeting  either  personally  or by proxy in respect of such
         share as if he were solely entitled  thereto,  but so that if more than
         one of such joint holders be present at any meeting  either  personally
         or by proxy,  that one of the said  persons  whose name stands first in
         the  register  of  members in  respect  of such  share  shall  alone be


                                       30
<PAGE>

         entitled to vote in respect thereof.

72       A member of unsound  mind, or in respect of whom an order has been made
         by any court having jurisdiction in lunacy, may vote, whether on a show
         of hands or on a poll, by his receiver,  committee,  curator bonis,  or
         other person in the nature of a committee or curator bonis appointed by
         such court, and such receiver, committee, curator bonis or other person
         may on a poll  vote  by  proxy,  provided  that  such  evidence  as the
         Directors may require of the  authority of the person  claiming to vote
         shall have been  deposited at the office of the Company not less than 3
         days before the time for holding the meeting.

73       No member  shall be  entitled  to vote at any  general  meeting  either
         personally or by proxy, or to exercise any privilege as a member unless
         all calls or other sums  presently  payable by him in respect of shares
         in the Company have been paid.

74       A member holding  unclassified  shares shall be entitled to vote at any
         general  meeting in respect of those shares,  provided that no ordinary
         share shall then be in issue.

75       No objection shall be raised to the qualification of any vote except at
         the meeting or adjourned meeting at which the vote objected to is given
         or tendered,  and every vote not  disallowed  at such meeting  shall be
         valid for all purposes.  Any such  objection  made in due time shall be
         referred to the chairman of the meeting whose  decision  shall be final
         and conclusive.

76       On a poll votes may be given either personally or by proxy.

77       The instrument appointing a proxy shall be in writing under the hand of
         the appointor or of his attorney duly authorised in writing,  or if the
         appointor  is a  corporation  either under the common seal or under the
         hand of an officer or attorney so authorised and the Directors may, but
         shall not be bound to,  require  evidence of the  authority of any such
         officer or attorney. A proxy need not be a member of the Company.

78       Any  corporation  holding  shares  conferring  the right to vote may by
         resolution of its Directors or other  governing  body  authorise any of
         its officials or any other person to act as its  representative  at any
         meeting  of the  Company  or at any  meeting of holders of any class of


                                       31
<PAGE>

         shares of the Company,  and the person so authorised  shall be entitled
         to  exercise  the same  powers on behalf  of the  corporation  which he
         represents as if he had been an individual member of the Company.

79       The  instrument  appointing  a proxy and the power of attorney or other
         authority (if any) under which it is signed, or a notarially  certified
         copy of such power or  authority,  shall be deposited  not less than 48
         hours  before the time  appointed  for holding the meeting or adjourned
         meeting at which the person named in the  instrument  proposes to vote,
         at the Office or at such other place as may be  nominated by the Board,
         and in default the instrument of proxy shall not be treated as valid.

80       An  instrument  of proxy  shall be in any usual or  common  form or any
         other form which the Directors shall approve. The proxy shall be deemed
         to  include  the  right  to  demand  or join in  demanding  a poll  and
         generally  to act at the meeting for the member  giving the proxy.  The
         proxy shall,  unless the contrary is stated  therein,  be valid as well
         for any  adjournment  of the  meeting  as for the  meeting  to which it
         relates. Proxies need not be witnessed.

81       A vote given in  accordance  with the terms of an  instrument  of proxy
         shall be valid,  notwithstanding  the previous death or insanity of the
         principal or revocation of the proxy,  or of the authority  under which
         the proxy was  executed,  or the  transfer  of the share in  respect of
         which the proxy is given,  provided  that no  intimation  In Writing of
         such death,  insanity,  revocation or transfer shall have been received
         by the Company at the Office at least 48 hours before the  commencement
         of the meeting or adjourned meeting at which the proxy is used.

82       If any member or other person  appearing to be interested in any shares
         registered in the name of such member in any account in the register of
         members of the Company is in default in supplying within 28 days of the
         date of service of a notice from the Company  requiring  such member or
         other  person to supply to the  Company In  Writing  all or any of such
         information as is referred to in section 212 of the Companies Act 1985,
         such  member  shall,  for such  period as the default of such member or


                                       32
<PAGE>

         other person shall continue, not be entitled, without the prior written
         consent of the Board,  to vote or to exercise  any right  conferred  by
         membership in relation to meetings of the Company in respect of all the
         shares for the time being  registered in the account in the register of
         members of the Company in respect of which such notice was served.  For
         the purpose of this  Article a person  shall be treated as appearing to
         be interested in any shares if the member holding such shares has given
         to the Company a notification under the said section 212 which fails to
         establish  the  identities  of those  interested  in the  shares and if
         (after taking into account the said notification and any other relevant
         section 212  notification) the Company knows or has reasonable cause to
         believe  that the person in  question  is or may be  interested  in the
         shares.

Directors

83       Unless  otherwise  determined  by  ordinary  resolution,  the number of
         directors (other than alternate  directors) shall not be subject to any
         maximum but shall not be less than three.

84       The  Directors  shall be paid out of the funds of the Company by way of
         remuneration  for their services such sums as the Company may from time
         to time by ordinary  resolution  determine.  Such remuneration shall be
         divided among them in such  proportion  and manner as the Directors may
         determine  and, in default of such  determination  within a  reasonable
         period,  equally, except that any Director holding office for less than
         a year or other  period  for which  remuneration  is paid shall rank in
         such  division  in  proportion  to the  fraction  of such year or other
         period  during which he has held  office.  Such  remuneration  shall be
         deemed to accrue from day to day.  The  Directors  may also be paid all
         travelling,  hotel  and other  expenses  properly  incurred  by them in
         attending and returning from meetings of the Directors or any committee
         of the  Directors or general  meetings of the Company or in  connection
         with the business of the Company.

85       Subject to the  provisions of these  Articles and without  prejudice to
         the powers of the Directors  under these Articles to appoint any person
         to be a Director,  the Company  may by  ordinary  resolution  elect any
         person  to be a  Director,  either  to fill a casual  vacancy  or as an


                                       33
<PAGE>

         addition  to the  existing  Board,  but so that  the  total  number  of
         Directors  shall not at any time exceed any maximum  number fixed by or
         in accordance with these Articles.

86       Any Director who at the request of the Board performs  special services
         or goes or resides abroad for any purposes of the Company shall (unless
         otherwise expressly resolved by the Company in general meeting) receive
         such  extra  remuneration  by way of salary,  percentage  of profits or
         otherwise as the Board may determine, which shall be charged as part of
         the Company's ordinary working expenses.

87       No shareholding qualification for Directors shall be required.

88       Each  Director  shall be  entitled  to attend and speak at any  general
         meeting of the Company.

89       The  office of a  Director  shall be  vacated  in any of the  following
         events, namely:

         (i)      if (not being an executive  director whose contract  precludes
                  resignation)  he resigns his office by writing  under his hand
                  left at the Office;

         (ii)     if he becomes  bankrupt or has a receiving  order made against
                  him or compounds with his creditors;

         (iii)    if he becomes of unsound  mind or a patient for any purpose of
                  any  statute  relating  to mental  health,  and the  Directors
                  resolve that his office be vacated;

         (iv)     if he be absent from  meetings of the  Directors  for 6 months
                  without leave,  and his alternate  Director (if any) shall not
                  during  such  period  have  attended  in his  stead,  and  the
                  Directors resolve that his office be vacated;

         (v)      if he is removed or becomes  prohibited  from being a Director
                  pursuant to any provision of the Statutes;

         (vi)     if he is  requested  In Writing by all the other  Directors to
                  resign his office.

90       (A) A Director  may hold any other  office or place of profit  with the
         Company  (except  that of  Auditor) in  conjunction  with his office of


                                       34
<PAGE>

         Director  for  such  period  and  upon  such  terms  as the  Board  may
         determine, and may be paid such extra remuneration therefor (whether by
         way of salary,  commission,  participation  in profits or otherwise) as
         the  Board  may  determine,  and such  extra  remuneration  shall be in
         addition to any  remuneration  provided for by or pursuant to any other
         Article.

         (B) A  Director  may  act by  himself  or his  firm  in a  professional
         capacity for the Company (otherwise than as Auditor) and he or his firm
         shall be entitled to remuneration  for  professional  services as if he
         were not a Director.

         (C) A Director  of the  Company  may be or become a  director  or other
         officer of, or  otherwise  interested  in, any company  promoted by the
         Company or in which the  Company  may be  interested,  and shall not be
         liable to account to the Company or the  members for any  remuneration,
         profit or other benefit  received by him as a director or officer of or
         from his interest in such other  company.  The Board may also cause the
         voting power conferred by the shares in any other company held or owned
         by the Company to be  exercised  in such  manner in all  respects as it
         thinks fit,  including the exercise thereof in favour of any resolution
         appointing  the Directors or any of them to be directors or officers of
         such  other  company,  or  voting  or  providing  for  the  payment  of
         remuneration to the directors or officers of such other company.

         (D) A  Director  shall  not vote or be  counted  in the  quorum  on any
         resolution of the Board concerning his own appointment as the holder of
         any office or place of profit with the Company or any other  company in
         which the Company is interested (including the arrangement or variation
         of the terms thereof, or the termination thereof).

         (E)  Where   arrangements  are  under   consideration   concerning  the
         appointment  (including  the  arrangement  or  variation  of the  terms
         thereof,  or the  termination  thereof)  of two or  more  Directors  to
         offices or places of profit  with the  Company or any other  company in
         which the Company is  interested,  a separate  resolution may be put in
         relation  to each  Director  and in  such  case  each of the  Directors
         concerned  shall be  entitled to vote (and be counted in the quorum) in
         respect of each  resolution  except that concerning his own appointment


                                       35
<PAGE>

         (or  the  arrangement  or  variation  of  the  terms  thereof,  or  the
         termination  thereof)  and except (in the case of an office or place of
         profit  with any such  other  company  as  aforesaid)  where  the other
         company is a company in which the Director owns 1 per cent or more.

         (F) Subject to the Statutes and to the next  paragraph of this Article,
         no Director or proposed or intending  Director shall be disqualified by
         his office from  contracting  with the Company,  either with regards to
         his tenure of any office or place of profit or a vendor,  purchaser  or
         in any other  manner  whatsoever,  nor shall any such  contract  or any
         other  contract  or  arrangement  in which any  Director  is in any way
         interested  be  liable  to  be  avoided,  nor  shall  any  Director  so
         contracting  or being so interested be liable to account to the Company
         or the members for any remuneration,  profit or other benefits realised
         by any such contract or arrangement by reason of such Director  holding
         that office or of the fiduciary relationship thereby established.

         (G) A Director who to his knowledge is in any way,  whether directly or
         indirectly,  interested  in  a  contract  or  arrangement  or  proposed
         contract or  arrangement  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  or   arrangement  is  first  taken  into
         consideration,  if he knows his  interest  then  exists or in any other
         case at the first meeting of the Board after he knows that he is or has
         become so interested. A general notice to the Board given by a Director
         to the effect that he is a member of a specified company or firm and is
         to be regarded as interested in any contract or  arrangement  which may
         after the date of the notice be made with such company or firm shall be
         sufficient  declaration  of interest  under this Article in relation to
         any contract or arrangement so made; provided that no such notice shall
         be effective unless either it is given at a meeting of the Board or the
         Director  giving the same takes  reasonable  steps to secure that it is
         brought up and read at the next Board meeting after it is given.

         (H) Save as otherwise  provided by the Articles,  a Director  shall not
         vote (nor be counted in the quorum) on any  resolution  of the Board in
         respect of any contract or  arrangement  or any other proposal in which
         he is to his knowledge, directly or indirectly,  materially interested,


                                       36
<PAGE>

         and  if he  shall  do so  his  vote  shall  not be  counted,  but  this
         prohibition shall not apply to any of the following matters, namely:

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

         (ii)     any contract or  arrangement  for the giving by the Company of
                  any  security  to a  third  party  in  respect  of a  debt  or
                  obligation of the Company or any of its subsidiaries which the
                  Director  has  himself  guaranteed  or  secured in whole or in
                  part;

         (iii)    any contract or  arrangement  by a Director to  subscribe  for
                  shares,  Debentures or other  securities of the Company issued
                  or to be issued pursuant to any offer or invitation to members
                  or debenture holders of the Company or any class thereof or to
                  the  public  or any  section  thereof,  or to  underwrite  any
                  shares, Debentures or other securities of the Company;

         (iv)     any  contract  or  arrangement  in which he is  interested  by
                  virtue  of his  interest  in  shares  or  Debentures  or other
                  securities  of the Company or by reason of any other  interest
                  in or through the Company;

         (v)      any contract or arrangement  concerning any other company (not
                  being a company in which the Director owns 1 per cent or more)
                  in which he is interested directly or indirectly whether as an
                  officer, shareholder, creditor or otherwise howsoever;

         (vi)     any  proposal   concerning  the  adoption,   modification   or
                  operation of a  superannuation  fund or  retirement,  death or
                  disability benefits scheme which relates both to Directors and
                  employees  of the  Company or of any of its  subsidiaries  and
                  does not  accord  to any  Director  as such any  privilege  or
                  advantage  not  generally  accorded to the  employees to which
                  such scheme or fund relates;

         (vii)    any arrangement for the benefit of employees of the Company or
                  of any of its subsidiaries  under which the Director  benefits


                                       37
<PAGE>

                  in a similar  manner as the  employees  and does not accord to
                  any Director as such any  privilege or advantage not generally
                  accorded to the employees to whom such arrangement relates.

         (I) A company  shall be deemed to be a company in which a Director owns
         1 per cent or more if and so long as (but only if and so long as) he is
         (either   directly  or  indirectly)   the  holder  of  or  beneficially
         interested  in 1 per  cent or more of any  class  of the  equity  share
         capital of such company or of the voting rights available to members of
         such  company.  For  the  purpose  of this  paragraph  there  shall  be
         disregarded any shares held by a Director as bare or custodian  trustee
         and in which he has no beneficial  interest,  any shares comprised in a
         trust in which the Director's  interest is in reversion or remainder if
         and so long as some other  person is  entitled  to  receive  the income
         thereof,  and any shares  comprised in any authorised unit trust scheme
         in which the Director is interested only as a unit holder.

         (J) Where a  company  in which a  Director  holds 1 per cent or more is
         materially  interested in a transaction,  then that Director shall also
         be deemed materially interested in such transaction.

         (K) If any  question  shall arise at any meeting of the Board as to the
         materiality  of the interest of a Director  (other than the chairman of
         the meeting) or as to the  entitlement of any Director (other than such
         chairman) to vote or be counted in the quorum and such  question is not
         resolved by his  voluntarily  agreeing to abstain from voting or not to
         be  counted in the  quorum,  such  question  shall be  referred  to the
         chairman  of the  meeting  and his  ruling in  relation  to such  other
         Director  shall be final  and  conclusive  except  in a case  where the
         nature or extent of the interest of the Director  concerned as known to
         such  Director  has not been  fairly  disclosed  to the  Board.  If any
         question as  aforesaid  shall  arise in respect of the  chairman of the
         meeting such  question  shall be decided by a  resolution  of the Board
         (for which  purpose  such  chairman  shall be counted in the quorum but
         shall  not vote  thereon)  and  such  resolution  shall  be  final  and
         conclusive  except in a case where the nature or extent of the interest


                                       38
<PAGE>

         of such  chairman  as  known  to such  chairman  has  not  been  fairly
         disclosed to the Board.

         (L) The  Company  may by  ordinary  resolution  suspend  or  relax  the
         provisions of this Article to any extent or ratify any  transaction not
         duly authorised by reason of a contravention of this Article.

Powers of Directors

91       The business of the Company shall be managed by the Directors,  who may
         pay all expenses  incurred in forming and registering the Company,  and
         may  exercise all such powers of the Company as are not by the Statutes
         or by these Articles required to be exercised by the Company in general
         meeting,  subject nevertheless to any regulations of these Articles, to
         the  provisions of the  Statutes,  and to such  regulations,  being not
         inconsistent  with the aforesaid  regulations or provisions,  as may be
         prescribed  by  extraordinary  resolution  of the  Company  in  general
         meeting, but no regulation made by the Company in general meeting shall
         invalidate  any prior act of the Directors  which would have been valid
         if such  regulation had not been made. The general powers given by this
         Article shall not be limited or restricted by any special  authority or
         power given to the Directors by any other Article.

92       The Directors may arrange that any branch of the business carried on by
         the  Company  or  any  other  business  in  which  the  Company  may be
         interested  shall be carried on by or  through  one or more  subsidiary
         companies, and they may on behalf of the Company make such arrangements
         as they think advisable for taking the profits or bearing the losses of
         any branch or business  so carried on or for  financing,  assisting  or
         subsidising any such subsidiary  company or guaranteeing its contracts,
         obligations or liabilities,  and they may appoint, remove and reappoint
         any  persons  (whether  members  of  their  own  body or not) to act as
         Directors,  managing  Directors  or  managers  of any  such  subsidiary
         company or any other  company in which the Company  may be  interested,
         and  may  determine  the  remuneration   (whether  by  way  of  salary,
         commission on profits or  otherwise)  of any persons so appointed,  and
         any Directors of this Company may retain any remuneration so payable to
         them.


                                       39
<PAGE>

93       The  Directors  may  from  time to time  and at any  time by  power  of
         attorney  under the Seal or executed  in  accordance  with  Article 125
         appoint any company, firm or person or any fluctuating body of persons,
         whether  nominated  directly or indirectly by the Directors,  to be the
         attorney or  attorneys  of the Company for such  purposes and with such
         powers,  authorities and discretions  (not exceeding those vested in or
         exercisable by the Directors  under these Articles) and for such period
         and  subject to such  conditions  as they may think  fit,  and any such
         power of attorney may contain such  provisions  for the  protection and
         convenience of persons  dealing with any such attorney as the Directors
         may think fit and may also authorise any such attorney to  sub-delegate
         all or any of the powers, authorities and discretions vested in him.

94       (A) The Directors may procure the  establishment  and maintenance of or
         participation   in  or   contribution   to  any   non-contributory   or
         contributory  pension or superannuation  fund, scheme or arrangement or
         life  assurance  scheme or  arrangement  for the  benefit  of, and pay,
         provide for or procure the grant of  donations,  gratuities,  pensions,
         allowances,  bonuses,  benefits or emoluments to, any person (including
         Directors  and other  officers  whether of the  Company or of any other
         company referred to in this paragraph) who may be or shall have been at
         any time in the  employment or service of the Company or of any company
         which is a subsidiary of the Company or of the predecessors in business
         of the  Company or of any such  subsidiary  company or of any allied or
         associated  companies  of the Company or any such  companies  or of the
         wives, widows, families,  dependants or connections of any such persons
         provided that no pension, annuity or other allowance or benefit (except
         such as may be provided for by any other Article) shall be granted to a
         Director or former  Director who has not been an Executive  Director or
         held any other  office or place of profit  under the  Company or any of
         its  subsidiaries or to a person who has no claim on the Company except
         as a relation,  connection  or  dependant  of such a Director or former
         without the approval of an ordinary resolution of the Company.

         (B) The Directors may also procure the  establishment and subsidy of or
         subscription  and  support to any  institutions,  associations,  clubs,
         funds or trusts calculated to be for the benefit of any such persons as
         aforesaid or otherwise to advance the  interests  and well being of the
         Company or of any such other  company as  aforesaid  or of its members,


                                       40
<PAGE>

         and make  payments for or towards the  insurance of any such persons as
         aforesaid and  subscriptions  or guarantees of money for  charitable or
         benevolent objects or for any exhibition or for any public,  general or
         useful object.

         (C) The Directors may establish, maintain and give effect to any scheme
         approved by an ordinary  resolution of the Company for the allotment of
         or the grant of  options  to  subscribe  for  shares of the  Company to
         persons in the  employment or service of the Company or any  subsidiary
         for the time  being of the  Company  (including  any  Director  in such
         employment  or service) and may  exercise  all the powers  conferred on
         them by  such  scheme  (including  any  power  to  alter  or add to the
         provisions  thereof) and these  Articles shall be deemed to be modified
         so far as may be  necessary  to give  effect to such  scheme as for the
         time  being in force in  respect  of any share or  shares  for the time
         being in issue or under option subject thereto.

         (D) The Directors  may procure any of the matters  aforesaid to be done
         by the Company either alone or in conjunction with any other company.

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

Borrowing

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

         (B) The Board shall restrict the borrowings of the Company and exercise
         all voting and other  rights or powers of  control  exercisable  by the
         Company in relation to its  subsidiaries  (if any) so as to secure (but
         as  regards  subsidiaries  only  in so far as by the  exercise  of such


                                       41
<PAGE>

         rights or powers of control  the Board can secure)  that the  aggregate
         principal amount from time to time outstanding of all borrowings by the
         Group  (exclusive  of  borrowings  owing by one  member of the Group to
         another member of the Group) shall not at any time without the previous
         sanction of an  ordering  resolution  of the  Company  exceed an amount
         equal to two times the Adjusted Capital and Reserves.

         (C) For the purpose of the foregoing restriction:

         (i)      "the Adjusted  Capital and Reserves"  means the aggregate from
                  time to time of:

                  (a)      the  amount  paid  up or  credited  as paid up on the
                           issued share capital of the Company; and

                  (b)      the amount  standing  to the  credit of the  reserves
                           (including   any  share  premium   account,   capital
                           redemption  reserve and any credit  balance on profit
                           and loss  account)  all as  shown by the then  latest
                           audited balance sheet but after  deducting  therefrom
                           any debit balance on profit and loss account  (except
                           to the extent that such  deduction  has already  been
                           made) and making adjustments to reflect any variation
                           in the  amount of such paid up share  capital,  share
                           premium account or capital  redemption  reserve since
                           the date of such audited balance sheet;

         (ii)     "borrowings"  shall be deemed to include  not only  borrowings
                  but also the  following  except in so far as  otherwise  taken
                  into account:

                  (a)      the nominal  amount of any issued  share  capital and
                           the  principal  amount of any  debentures or borrowed
                           monies,  the beneficial  interest in which is not for
                           the time being owned by a member of the Group, of any
                           body  whether  corporate  or  unincorporate  and  the
                           payment  or  repayment  of which is the  subject of a
                           guarantee or indemnity by a member of the Group,  not
                           being  acceptances of trade bills for the purchase of
                           goods in the ordinary course of business;

                  (b)      the  outstanding  amount raised by acceptances by any
                           bank or accepting  house under any acceptance  credit


                                       42
<PAGE>

                           opened on  behalf  of and in favour of any  member of
                           the Group not being  acceptances  of trade  bills for
                           the  purchase  of goods  in the  ordinary  course  of
                           business;

                  (c)      the  principal  amount  of  any  debenture   (whether
                           secured or  unsecured) of a member of the Group owned
                           otherwise than by a member of the Group;

                  (d)      the principal  amount of any preference share capital
                           of any subsidiary owned otherwise than by a member of
                           the Group; and

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

                           but shall be deemed not to include:

                  (f)      borrowings  for the purposes of repaying the whole or
                           any part of  borrowings  by a member of the Group for
                           the  time  being  outstanding  and  so to be  applied
                           within 6 months of being so borrowed,  pending  their
                           application for such purpose within such period; and

                  (g)      borrowings  for the purpose of financing any contract
                           in respect of which any part of the price  receivable
                           by a member of the Group is  guaranteed or insured by
                           the  Export  Credits  Guarantee   Department  of  the
                           Department  of Trade  and  Industry  or by any  other
                           Governmental    department   fulfilling   a   similar
                           function, to an amount not exceeding that part of the
                           price receivable thereunder which is so guaranteed or
                           insured;

         (iii)    when the aggregate  principal amount of borrowings required to
                  be taken into  account for the purposes of this Article on any
                  particular date is being ascertained:

                  (a)      any of such  monies  denominated  or  repayable  in a
                           currently  other than sterling shall be converted for
                           the purpose of calculating the sterling equivalent at


                                       43
<PAGE>

                           the  rate of  exchange  prevailing  on  such  date in
                           London  provided  that  any of such  monies  shall be
                           converted  at the  rate  of  exchange  prevailing  in
                           London 6 months  before  such  date if  thereby  such
                           aggregate  amount would be less (and so that for this
                           purpose  the rate of  exchange  shall be taken as the
                           middle market rate as at the close of business); and

                  (b)      where under the terms of any  borrowing the amount of
                           money  that  would  be  required  to  discharge   the
                           principal amount of such borrowing in full if it fell
                           to be  repaid  (at the  option of the  Company  or by
                           reason  of  default)  on such  date is less  than the
                           amount that would  otherwise be taken into account in
                           respect  of such  borrowing  for the  purpose of this
                           Article,  the  amount of such  borrowing  to be taken
                           into account for the purpose of this Article shall be
                           such lesser amount;

         (iv)     "audited  balance sheet" shall mean the audited  balance sheet
                  of the  Company  prepared  for the  purposes  of the  Statutes
                  unless at the date of the then latest such balance sheet there
                  shall  have been  prepared  for such  purposes  and  audited a
                  consolidated balance sheet of the Company and its subsidiaries
                  (with such  exceptions  as may be  permitted  in the case of a
                  consolidated  balance  sheet  prepared for the purposes of the
                  Statutes);  and in the latter event  "audited  balance  sheet"
                  shall  mean such  audited  consolidated  balance  sheet of the
                  Company and such subsidiaries,  the references to reserves and
                  profit and loss account  shall be deemed to be  references  to
                  consolidated   reserves  and  consolidated   profit  and  loss
                  accounts  respectively and there shall be excluded any amounts
                  attributable to outside interests in subsidiaries;

         (v)      the  Company  may  from  time to time  change  the  accounting
                  convention  on which  the  audited  balance  sheet  is  based,
                  provided  that any new  convention  adopted  complies with the
                  requirements  of the Statutes;  if the Company  should prepare
                  its  main  audited  balance  sheet  on the  basis  of one such
                  convention,  but a  supplementary  audited  balance  sheet  or
                  statement on the basis of another,  the main  audited  balance
                  sheet  shall be taken as the  audited  balance  sheet  for the


                                       44
<PAGE>

                  purposes of this Article; and

         (vi)     "the Group" means the Company and its subsidiaries (if any).

         (D) A  certificate  or report by the Auditors for the time being of the
         Company as to the amount of the  Adjusted  Capital and  Reserves or the
         amount of any  borrowings  or to the effect  that the limit  imposed by
         this  Article has not been or will not be  exceeded  at any  particular
         time or times shall be  conclusive  evidence of such amount or fact for
         the purposes of this Article.

         (E)  Notwithstanding  the foregoing,  no lender or other person dealing
         with the Company shall be concerned to see or inquire whether the limit
         imposed by this  Article  is  observed  and no  borrowing  incurred  or
         security given in excess of such limit shall be invalid or ineffectual,
         except in the case of express  notice to the lender or the recipient of
         the  security  given  that the  limit  hereby  imposed  had been or was
         thereby exceeded.

Executive Directors

97       The Directors may from time to time appoint one or more of their number
         to  an   executive   office   including   the   offices  of   chairman,
         vice-chairman,  managing Director,  joint managing Director,  assistant
         managing  Director  or  manager or any other  salaries  office for such
         period and on such terms as they think fit.  Without  prejudice  to any
         claim a Director  may have for  damages  for breach of any  contract of
         service  between him and the Company the  appointment  of any  Director
         hereunder  shall be  subject to  determination  ipso facto if he ceases
         from any  cause  to be a  Director,  or  (subject  to the  terms of any
         contract between him and the Company) if the Directors resolve that his
         term of office as an executive Director be determined.

98       A Director holding office pursuant to the last preceding  Article shall
         receive  such  remuneration  (whether by way of salary,  commission  or
         participating  in profits,  or partly in one way and partly in another)
         as the  Directors may determine  and such  remuneration  shall,  unless
         otherwise  agreed,  be additional to such  remuneration  (if any) as is


                                       45
<PAGE>

         from time to time payable to him as a Director and such Director  shall
         be a Director  for the  purposes  of and subject to the  provisions  of
         section 319 of the Companies Act 1985.

99       The  Directors  may entrust to and confer upon a Director  holding such
         executive office as aforesaid any of the powers  exercisable by them as
         Directors upon such terms and conditions and with such  restrictions as
         they think fit,  and either  collaterally  with or to the  exclusion of
         their own powers, and may from time to time revoke,  withdraw, alter or
         vary all or any of such powers.

Rotation of Directors

100      At every annual general meeting all Directors shall retire from office.
         A Director retiring at a meeting shall retain office until the close of
         the meeting.

101      A retiring Director shall be eligible for re-election.

102      Subject to the provisions of these Articles, the Company at the meeting
         at which a Director  retires in manner  aforesaid  may fill the vacated
         office  by  electing  a person  thereto  and in  default  the  retiring
         Director  shall,  if willing to continue to act, be deemed to have been
         re-elected, unless at such meeting it is expressly resolved not to fill
         such vacated office or unless a resolution for the  re-election of such
         Director shall have been put to the meeting and lost.

103      No person other than a Director  retiring at the meeting shall,  unless
         recommended by the Directors, be eligible for election to the office of
         Director at any general  meeting,  unless not less than 7 nor more than
         21 days before the date appointed for the meeting there shall have been
         left at the Office notice In Writing, signed by a member (not being the
         person to be proposed) duly qualified to attend and vote at the meeting
         for which such notice is given, of his intention to propose such person
         for election,  and also notice In Writing  signed by that person of his
         willingness to be elected.

104      The Company in general meeting may from time to time increase or reduce
         the number of Directors.


                                       46
<PAGE>


105      The Directors  shall have power at any time,  and from time to time, to
         appoint any person to be a Director, either to fill a casual vacancy or
         as an addition to the existing  Board,  but so that the total number of
         Directors  shall not at any time exceed the maximum  number fixed by or
         in accordance with these Articles. Any Director so appointed shall hold
         office only until the next following  annual general  meeting and shall
         then be eligible for re-election.

106      The Company may by ordinary resolution of which special notice has been
         given in  accordance  with section 379 of the Companies Act 1985 remove
         any  Director   (including  a  managing  Director  or  other  executive
         Director,  but without  prejudice  to any claim for  damages  under any
         contract)  before the  expiration of his period of office and may by an
         ordinary  resolution  appoint  another  person  in his  stead  (without
         prejudice  to the  powers of the  Directors  under  the last  preceding
         Article). The person so appointed shall be subject to the retirement at
         the same time as if he had  become a  Director  on the day on which the
         Director in whose place he is appointed was last elected a Director.

Proceedings of Directors

107      The  Directors  may meeting  together  for the  despatch  of  business,
         adjourn  and  otherwise  regulate  their  meetings  as they  think fit.
         Questions  arising at the meeting  shall be determined by a majority of
         votes and in case of an  equality  of votes the  chairman  shall have a
         second or  casting  vote.  A Director  may,  and the  Secretary  on the
         requisition  of a Director  shall,  at any time summon a meeting of the
         Directors.

108      Notice  of a Board  meeting  shall  be  deemed  to be duly  given  to a
         Director if it is given to him  personally  or by word of mouth or sent
         In Writing to him at his last known  address or any other address given
         by him to the Company for this purpose.  A Director may waive notice of
         any meeting either prospectively or retrospectively.

109      The  quorum  necessary  for  the  transaction  of the  business  of the
         Directors  may be fixed by the  Directors,  and  unless so fixed at any
         other number shall be three. For the purpose of determining whether the


                                       47
<PAGE>

         quorum for the transaction of the business of the Directors exists:

         (a)      in the case of a resolution  agreed by Directors in telephonic
                  communications,  all such  Directors  shall be  counted in the
                  quorum;

         (b)      in the case of a meeting  of  Directors,  in  addition  to the
                  Directors  present at the meeting,  any Director in telephonic
                  communication  with  such  meeting  shall be  counted  in this
                  quorum.

110      The  continuing  Directors  or  a  sole  continuing  Director  may  act
         notwithstanding  any vacancies in the Board,  and if and so long as the
         number of Directors is reduced below the minimum  number fixed by or in
         accordance  with these Articles,  the continuing  Directors or Director
         may act  for the  purpose  of  filling  vacancies  in the  Board  or of
         summoning  general  meetings  of the  Company,  but not  for any  other
         purpose.  If there be no Directors or Director  able or willing to act,
         then any two  members  may summon a general  meeting of members for the
         purpose of appointing Directors.

111      If the Directors  shall not have  appointed any member of their body to
         the office of chairman, or vice-chairman  pursuant to Article 97, or if
         at any meeting neither the chairman nor vice-chairman be present with 5
         minutes after the time  appointed  for holding the same,  the Directors
         present may choose one of their number to be chairman of the meeting.

112      The Board may  establish  local  boards or agencies for managing any of
         the affairs of the Company,  either in the United Kingdom or elsewhere,
         and may appoint any persons to be members of such local boards,  or any
         managers  or  agents,  and may fix  their  remuneration.  The Board may
         delegate  to any  local  board,  manager  or agent  any of the  powers,
         authorities  and  discretions  vested  in or  exercisable  by the Board
         (other  than  the  power  to  borrow  and make  calls),  with  power to
         sub-delegate,  and may  authorise the members of any local board or any
         of  them to  fill  any  vacancies  therein  and to act  notwithstanding
         vacancies.  Any such  appointment  or delegation  may be made upon such
         terms and subject to such  conditions  as the Board may think fit,  and
         the Board may remove any person appointed as aforesaid,  and may revoke


                                       48
<PAGE>

         or vary  such  delegation,  but no  person  dealing  in good  faith and
         without  notice of any such  revocation or variation  shall be affected
         thereby.

113      A meeting of the  Directors  for the time  being,  at which a quorum is
         present,  shall be competent to exercise all powers and discretions for
         the time being exercisable by the Directors.

114      The Directors may delegate any of their powers to committees consisting
         of such number of members of their body as they think fit and from time
         to time revoke any such  delegation and discharge any such committee in
         whole or in part.  Any committee so formed shall in the exercise of the
         powers so delegated  conform to any regulations  that may be imposed on
         it by the Directors.

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

116      A resolution  in writing,  signed by all or a majority of the Directors
         entitled  to  notice  of a meeting  of the  Directors  or by all of the
         members  of a  committee  for the time  being,  shall  be as valid  and
         effectual  as if it had been  passed at a meeting of the  Directors  or
         such committee (as the case may be) duly called and constituted and may
         consist of  several  documents  in the like form each  signed by one or
         more of the said Directors or the said members of such  committee.  For
         the purpose of this Article, the signature of an alternate Director (if
         any) entitled to notice of a meeting of Directors shall suffice in lieu
         of the signature of the Director appointing him.

117      The Directors  shall cause minutes to be made in books provided for the
         purpose:

         (a)      of the appointments of offices made by the Directors;

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


                                       49
<PAGE>

         (c)      of all  resolutions  and  proceedings  at all  meetings of the
                  Company  and of any class of members of the Company and of the
                  Directors and of any committee of Directors.

Any such minutes as aforesaid, if purporting to be signed by the chairman of the
meeting at which such appointments were made, or such Directors were present, or
such resolutions were passed or proceedings held (as the case may be), or by the
chairman of the next succeeding  meeting of the Company,  or class of members of
the Company, or Directors or committee (as the case may be), shall be sufficient
evidence without any further proof of the facts therein stated.

118      All actions  done by any  meeting of  Directors,  or of a committee  of
         Directors, or by any person acting as a Director,  shall as regards all
         persons  dealing in good faith with the Company,  notwithstanding  that
         there  was some  defect in the  appointment  of any such  Director,  or
         person  acting  as  aforesaid,  or  that  they  or  any  of  them  were
         disqualified, or had vacated office or were not entitled to vote, be as
         valid  as if  every  such  person  had  been  duly  appointed,  and was
         qualified  and had  continued to be a Director and had been entitled to
         vote.
Secretary

119      The Secretary shall be appointed by the Directors at such  remuneration
         and upon such terms as they think fit;  and any  Secretary so appointed
         may be removed by the  Directors.  The  Directors  may also  appoint an
         assistant Secretary or assistant  Secretaries and temporary substitutes
         for the Secretary. Any such assistant Secretary or temporary substitute
         shall for the purpose of these  Articles be deemed to be and may fulfil
         the duty of the Secretary  subject to any limitation  prescribed by the
         Directors.

120      A provision of the Statutes or these Articles  requiring or authorising
         a thing to be done by or to a Director and the  Secretary  shall not be
         satisfied  by its being done by or to the same  person  acting  both as
         Director and as, or in the place of, the Secretary.

The Seal

121      The Seal shall only be used by the  authority of the  Directors or of a


                                       50
<PAGE>

         committee of Directors  authorised by the Directors.  The Directors may
         determine  who shall sign any  instrument  to which the Seal is affixed
         and unless so  determined  and,  except as  provided  in Article 11, it
         shall be  signed  by a  Director  and by the  Secretary  or by a second
         Director or some other person approved by the Board.

122      The  Company may  exercise  the powers  conferred  by section 39 of the
         Companies  Act 1985 with  regard to  having  an  official  seal for use
         abroad, and such powers shall be vested in the Board.

123      Where the Statutes so permit,  any instrument or document signed by one
         Director and the Secretary or by two Directors and expressed (using any
         form of words) to be executed by the Company shall have the same effect
         as if executed under the Seal,  provided that no instrument or document
         which  makes it clear on its face that it is intended to have effect as
         a deed shall be so signed  except by the  authority of a resolution  of
         the  Directors.  An  instrument  or  document  which is executed by the
         Company as a deed shall not be deemed to be  delivered  by the  Company
         solely as a result of its having been executed by the Company.

Authentication of Documents

124      Any Director or Secretary or any person  appointed by the Directors for
         the purpose shall have power to  authenticate  any documents  affecting
         the constitution of the Company  (including the Memorandum and Articles
         of Association) and any resolutions passed by the Company or the Board,
         and any books, records, documents and accounts relating to the business
         of the Company,  and to certify copies thereof or extracts therefrom as
         true copies or  extracts;  and where any books,  records,  documents or
         accounts are  elsewhere  than at the Company's  head office,  the local
         manager or other  officer of the  Company  having the  custody  thereof
         shall be deemed to be a person appointed by the Directors as aforesaid.

Dividends

125      The profits of the Company  available  for  dividend and resolved to be
         distributed shall be applied in the payment of dividends to the members


                                       51
<PAGE>

         in accordance with their respective rights and priorities.  The Company
         in general meeting may declare  dividends  accordingly.  No dividend or
         interim  dividend shall be paid  otherwise than in accordance  with the
         provisions  of Part VIII of the  Companies  Act 1985 which apply to the
         Company.

126      No dividend  shall be payable  except out of the profits of the Company
         (including  profits set aside to any  reserve  fund in terms of Article
         141 hereof), or in excess of the amount recommended by the Directors.

127      All dividends  shall be declared and paid according to the amounts paid
         on the shares in respect  whereof the  dividend  is paid,  but (for the
         purposes of this Article  only) no amount paid on a share in advance of
         calls  shall be treated as paid on the share.  All  dividends  shall be
         apportioned  and paid pro rata  according  to the  amounts  paid on the
         shares during any portion or portions of the period in respect of which
         the  dividend  is paid,  but if any share is issued on terms  providing
         that it shall rank for dividend as from a particular  date,  such share
         shall rank for dividend accordingly.

128      The Directors  shall  transfer to share premium  account as required by
         the Statutes sums equal to the amount or value of any premiums at which
         any shares of the Company shall be issued.

129      The  Directors  may if they  think  fit  from  time to time  pay to the
         members  such  interim  dividends  as  appear  to the  Directors  to be
         justified by the profits of the Company.  If at any time the capital of
         the Company is divided into  different  classes of shares the Directors
         may pay such  interim  dividends  in  respect  of those  shares  in the
         capital of the Company which confer on the holders thereof  deferred or
         non-preferred rights as well as in respect of those shares which confer
         on the holders  thereof  preferential  or special rights with regard to
         dividends  and provided  that the Directors act bona fide they shall no
         incur any  responsibility  to the  holders of any shares for any damage
         that they may suffer by reason of the payment of an interim dividend on
         any shares. The Directors may also pay half yearly or at other suitable
         intervals to be settled by them any dividend  which may be payable at a
         fixed rate if they are of the  opinion  that the  profits  justify  the


                                       52
<PAGE>

         payment.

130      Any general meeting declaring a dividend or bonus may direct payment of
         such dividend or bonus wholly or partly by the distribution of specific
         assets and in  particular  of paid up shares,  debentures  or debenture
         stock of any other company or in any one or more of such ways,  and the
         Directors  shall  give  effect  to  such  resolution,   and  where  any
         difficulty  arises in regard to such  distribution,  the  Directors may
         settle the same as they think  expedient,  and in particular  may issue
         certificates in respect of fractions and fix the value for distribution
         of such specific assets or any part thereof and may determine that cash
         payments  shall be made to any members upon the footing of the value so
         fixed in order to adjust  the rights of all  parties,  and may vest any
         such  specific  assets  in  trustees  as  may  seem  expedient  to  the
         Directors.

131      Any resolution of the Company or of the Directors  declaring a dividend
         may specify any date as the record date for such  dividend,  whether or
         nor prior to the date on which the resolution is passed.

132      The  Directors  may deduct from any  dividend  or bonus  payable to any
         member of all sums of money (if any)  presently  payable  by him to the
         Company on account  of calls or  otherwise  in respect of shares of the
         Company.

133      No unpaid  dividend,  bonus or interest  shall bear interest as against
         the Company.

134      The Directors may retain any dividends and bonuses payable on shares on
         which the Company has a lien permitted by the Statutes and may apply to
         same  in  or  towards   satisfaction  of  the  debts,   liabilities  or
         engagements in respect of which the lien exists.

135      The Directors may retain the dividends and bonuses  payable upon shares
         in  respect  of which any person  is,  under the  provisions  as to the
         transmission  of shares  hereinbefore  contained,  entitled to become a
         member,  or which any person  under  those  provisions  is  entitled to
         transfer,  until such person  shall  become a member in respect of such
         shares or shall duly transfer the same.

136      Any  dividend may be paid by cheque or warrant sent through the post to
         the registered address of the member or person entitled thereto,  or by


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<PAGE>

         direct  bank  transfer  to such bank  account as such  member or person
         entitled thereto may direct, and in case of joint holders to any one of
         such  joint  holders or to such  person  and such  address or such bank
         account as the holder or joint  holders may  direct.  Every such cheque
         shall be made  payable to the order of the person to whom it is sent or
         to such  persons as the holder or joint  holders may direct and payment
         of the  cheque or warrant  shall be a good  discharge  to the  Company.
         Every such  cheque or  warrant  shall be sent at the risk of the person
         entitled to the money  represented  thereby.  Without  prejudice to the
         foregoing  provisions  of this Article 136, any dividend or other money
         payable in  respect  of a share may be paid by such other  means as the
         Directors may  determine.  Subject to the  provisions of these Articles
         and to the rights  attached  to, or the terms of issue of, any  shares,
         any dividend or other monies payable on or in respect of a share may be
         paid in such currency as the Directors may determine.  Where a dividend
         is to be paid in a currency  or  currencies  other than  sterling,  the
         Directors  may  in  their  discretion  approve  the  entering  into  of
         arrangements with the persons entitled thereto to enable payment of the
         dividend to be made to such persons in such currency or currencies  for
         value on the date on which the relevant dividend is paid, or such later
         date as the Directors may determine.

137      If several  persons are  registered as joint holders of any share,  any
         one of them may  give  effectual  receipts  for any  dividend  or other
         monies payable in respect of the share.

138      All unclaimed dividends may be invested or otherwise made use of by the
         Directors  for  the  benefit  of the  Company  until  claimed  and  all
         dividends  unclaimed  for 12 years after  having been  declared  shall,
         unless the Directors  otherwise resolve, be forfeited and revert to the
         Company.

139      The  Company  may cease to send any cheque or warrant  through the post
         for any dividend payable on any shares in the Company which is normally
         paid in that  manner  on those  shares  if in  respect  of at least two
         consecutive  dividends  payable on those shares the cheques or warrants
         have been returned  undelivered or remain uncashed but,  subject to the
         provisions  of these  Articles,  shall  recommence  sending  cheques or
         warrants in respect of dividends  payable on those shares if the holder
         or person entitled by  transmission  claims the arrears of dividend and
         does not  instruct  the Company to pay future  dividends  in some other
         way.

Reserves

140      The Directors may, before  recommending any dividend,  set aside out of
         the profits of the Company  such sums as they think proper as a reserve
         or  reserves  which  shall,  at the  discretion  of the  Directors,  be
         applicable  for any  purpose to which the profits of the Company may be
         properly  applied,  and  pending  such  application  may,  at the  like
         discretion,  either be  employed  in the  business of the Company or be
         invested in such investments  (other than shares of the Company) as the
         Directors  may from time to time  think  fit.  The  Directors  may also


                                       54
<PAGE>

         without  placing the same to reserve  carry  forward any profits  which
         they may think prudent not to divide.

Capitalisation of Profits and Reserves

141      Subject  to  section  80 and Part VII of the  Companies  Act 1985,  the
         Company in general meeting may upon the recommendation of the Directors
         resolve that it is desirable to  capitalise  any part of the amount for
         the time being  standing to the credit of any of the Company's  reserve
         accounts or to the credit of the profit and loss  account or  otherwise
         available for  distribution,  and accordingly that such sum be set free
         for distribution among the members who would have been entitled thereto
         if  distributed  by way of  dividend  and in the  same  proportions  on
         condition that the same be not paid in cash but be applied either in or
         towards  paying up any amounts for the time being  unpaid on any shares
         held by such members  respectively or paying up in full unissued shares
         or debentures of the Company to be allotted and distributed credited as
         fully paid up to and among such members in the proportion aforesaid, or
         partly in the one way and partly in the other,  and the Directors shall
         give effect to such resolution.

142      Whenever  such a  resolution  as  aforesaid  shall have been passed the
         Directors  shall  make  all  appropriations  and  applications  of  the
         undivided  profits  resolved to be capitalised  thereby and, subject to
         section 80 of the Companies  Acts 1985,  all  allotments  and issues of
         fully paid shares,  debentures  or  securities,  if any, and  generally


                                       55
<PAGE>

         shall do all acts and things required to give effect thereto, with full
         power  to  the  Directors  to  make  such  provision  by the  issue  of
         certificates in respect of fractions or by payment in cash or otherwise
         as they  think fit for the case of  shares,  debentures  or  securities
         becoming  distributable in fractions,  and also to authorise any person
         to enter on behalf of all the members interested into an agreement with
         the Company providing for the allotment to them respectively,  credited
         as fully paid up, of any  further  shares to which they may be entitled
         upon such capitalisation,  or (as the case may require) for the payment
         up by the Company on their behalf, by the application  thereto of their
         respective  proportions of the profits  resolved to be capitalised,  of
         the  amounts  or any  part of the  amounts  remaining  unpaid  on their
         existing  shares,  and any agreement made under such authority shall be
         effective and binding on all such members.

143      Subject to Part VIII of the Companies Act 1985,  the Company in general
         meeting may from time to time and at any time pass a resolution  to the
         effect that any sum or sums arising from the realisation of any capital
         assets  of the  Company  and  representing  an  amount in excess of the
         amount of assets required to answer the whole of the liabilities of the
         Company  (treating  for this  purpose the paid up share  capital of the
         Company as a liability) be  distributed as capital among the members of
         the Company who would have been  entitled  thereto if the same had been
         distributed  by way of  dividend  out of the profits  arising  from the
         business  of the Company and in the same  proportions  and manner,  and
         such resolution  shall be effective and the Directors shall  distribute
         any such sum so resolved to be  distributed  as aforesaid in accordance
         with such resolution.  Any such resolutions as aforesaid may direct the
         distribution  among the members of any  investments or securities  (not
         being  investments  or  securities  involving a liability in respect of
         unpaid  capital) in which the sum or sums aforesaid or any part thereof
         may  from  the  time  being  be  invested  in  lieu of the  same  being
         distributed  in cash, and the Directors may apportion and determine the
         value of any such  investments  and securities for the purposes of such
         distribution,  and any such  apportionment  or  determination  shall be
         binding upon the members entitled to share in such distribution.

Discovery and Secrecy


                                       56
<PAGE>

144      No member shall be entitled to require  discovery of or any information
         respecting  any detail of the Company's  trading or any matter which is
         or may be in the nature of a trade  secret,  mystery of trade or secret
         process which may relate to the conduct of the business of the Company,
         and which in the opinion of the Directors it will be inexpedient in the
         interests of the members of the Company to communicate to the public.

Accounts

145      The Directors shall cause true accounts to be kept:

         (a)      of the sums of money  received and expended by the Company and
                  the matters in respect of which such  receipt and  expenditure
                  takes place;
         (b)      of all sales and purchases of goods by the Company; and

         (c)      of the assets and liabilities of the Company.

146      The books of  account  shall be kept at the  Office,  or at such  other
         place as the  Directors  think  fit,  and  shall  always be open to the
         inspection of the Directors.  No member (other than as Director)  shall
         have any right of  inspecting  any  account or book or  document of the
         Company  except as conferred by statute or  authorised by the Directors
         or by the Company in general meeting.

147      The Directors shall not be bound, unless expressly  instructed to do so
         by an extraordinary  resolution of the Company in general  meeting,  to
         publish any list or particulars  of the securities or investments  held
         by the Company or to give any information with reference to the same to
         any shareholder.

148      Once at least in every year the Directors  shall lay before the Company
         in  general  meeting a profit and loss  account  giving a true and fair
         view of the profit or loss of the  Company  for the  financial  year to
         which it relates and a balance sheet giving a true and fair view of the
         state of affairs of the  Company as at the date at which it is made out
         and  containing a general  summary of the  capital,  the assets and the
         liabilities of the Company arranged under suitable heads,  both made up
         to a date not more than 7 months  before the  meeting.  If the  Company


                                       57
<PAGE>

         shall be a holding  company as defined by the Statutes there shall with
         the said profit and loss  account and balance  sheet also (except in so
         far as the  Statutes  otherwise  permit) be laid  before the Company in
         general meeting a consolidated  balance sheet dealing with the state of
         affairs at the end of the Company's  financial  year of the Company and
         its then  subsidiaries  and a  consolidated  profit  and  loss  account
         dealing with the profit or loss for the Company's financial year of the
         Company and its then  subsidiaries.  The  Directors  shall in preparing
         every such profit and loss account and balance  sheet and  consolidated
         profit and loss account and  consolidated  balance sheet have regard to
         the provisions of the Statutes applicable thereto.

149      Every such balance sheet, profit and loss account, consolidated balance
         sheet and consolidated  profit and loss account shall be signed in such
         manner as may be required by the Statutes. There shall also be attached
         to the balance  sheet a report by the  Directors  with  respect to such
         matters as are by the Statutes required to be dealt with therein.

150      A copy of the  report by the  Directors  and of the  Auditors'  report,
         accompanied by the balance sheet (including every document  required by
         law to be annexed or attached  thereto),  and profit and loss  account,
         consolidated  balance sheet and  consolidated  profit and loss account,
         shall,  at least 21 days  previous to the annual  general  meeting,  be
         delivered or sent by post to the registered address of every member and
         every holder of debentures or debenture stock of the Company.

151      Where  permitted by the Statutes and any regulations  made  thereunder,
         the  Company  may  send a  summary  financial  statement,  prepared  in
         accordance  with the  Statutes  and any  regulations  made  thereunder,
         instead of the  documents  referred  to in Article  148 to the  persons
         entitled thereto.

         (A) As far as the Statutes allow copies of the Directors' and Auditor's
         report,   annual   accounts  and  summary   financial   statements  (if
         applicable)  may be sent,  delivered  or made  available  to any of the
         persons  to whom the  Company  is  required  to send,  deliver  or make
         available such documents  pursuant to Article 150 and 151 by any of the
         following methods:


                                       58
<PAGE>

         (a)      by post;

         (b)      by fax to an address  notified  to the  Company by such person
                  for such purpose;

         (c)      by  electronic  communication  to an address  notified  to the
                  Company by such person for such purpose;

         (d)      by  publishing  such  documents on a web site or web sites and
                  notifying  such persons (by one of the methods  referred to in
                  Articles 156 to 161  (inclusive))  of the  publication of such
                  documents on a web site, the address of the web site and where
                  and how such documents may be accessed.

Audit

152      The Company shall at each annual general  meeting appoint an Auditor or
         Auditors to hold office until the next ensuing annual general  meeting.
         The  Auditors'  report  shall be read  before  the  Company  in general
         meeting and shall be open to inspection by any member.

153      No  Director  or other  officer of the  Company nor any person who is a
         partner of or in the  employment of an officer of the Company,  nor any
         corporation,  shall  be  capable  of  being  appointed  Auditor  of the
         Company.  The duties of the Auditor or Auditors  shall be  regulated in
         accordance with the Statutes.

154      Subject to the provisions of the Statutes,  all acts done by any person
         acting as an Auditor  shall,  as regards  all  persons  dealing in good
         faith with the Company, be valid,  notwithstanding  that there was some
         defect in his appointment or that he was at the time of his appointment
         not qualified for appointment.

Notices

155      (A) Any  notice  to be  given  to or by any  person  pursuant  to these
         Articles  shall  be in  writing  or shall  be  given  using  electronic
         communications  to an  address  for the time  being  notified  for that
         purpose to the person giving the notice, except that a notice convening


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         a Board or Board committee meeting need not be in writing.

         (B) The  Company may  deliver a notice or other  document,  including a
         share certificate, to a member:

         (a)      by  delivering  it by hand  to the  member  at his  registered
                  address; or

         (b)      by post or other  delivery  service in a pre-paid  envelope to
                  the member at his registered address; or

         (c)      by fax (except for share  certificates) to an address notified
                  to the Company by the member for such purpose; or

         (d)      by electronic communication (except for share certificates) to
                  an  address  notified  to the  Company  by the member for such
                  purpose; or

         (e)      where  the  Statutes  permit  by  publishing  such  notice  or
                  document on a web site or web sites and notifying  members (by
                  one of the  methods  listed  in  paragraphs  (a) - (d) of this
                  Article) of the  publication  of such notice and documents may
                  be accessed.

                  In this Article  "address"  in relation to fax and  electronic
                  communications  means  any  number  or  address  used  for the
                  purposes of such communications.

         (C) In the case of joint  holders of a share,  all notices or documents
         shall be given to the  joint  holder  whose  name  stands  first in the
         register  of members in respect of the joint  holding.  Notice so given
         shall be sufficient notice to all the joint holders.

         (D) Where a member (or, in the case of joint holders,  the person first
         named in the register of members) has a registered  address outside the
         United  Kingdom but has notified  the Company of an address  within the
         United Kingdom at which notices or other  documents may be given to him
         or  an  address  to  which   notices  may  be  sent  using   electronic
         communications,  he shall be entitled to have  notices  given to him at
         that address; but otherwise no such member shall be entitled to receive


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         any notice or document from the Company.

156      The  Directors  may from  time to time  require  any  holder of a share
         warrant to produce  his  warrant  and to satisfy  them that he is or is
         still the holder of a share warrant.

157      Any notice or other document (including share and stock  certificates),
         if  served  by  post,  shall  be  deemed  to have  been  served  at the
         expiration  of 24 hours after the time when the letter  containing  the
         same is posted,  and in proving such service it shall be  sufficient to
         prove that the letter  containing  the notice or document  was properly
         addressed, stamped and posted. Any notice or other document (other than
         a share  certificate),  if sent by fax,  shall be  deemed  to have been
         served or  delivered 24 hours after it was  transmitted  and proof that
         the fax was properly  addressed  and  transmitted  shall be  conclusive
         evidence that the notice was given. Any notice or other document (other
         than a share certificate), if sent by electronic communications,  shall
         be deemed  to have  been  served  or  delivered  24 hours  after it was
         transmitted  and  proof  that  the  fax  was  properly   addressed  and
         transmitted shall be conclusive evidence that the notice was given.

         The deemed  delivery  or  service  of any  notice by fax or  electronic
         communications in accordance with this Article shall not be affected by
         the failure in any  transmission  by fax or  electronic  communications
         beyond the control of the Company.

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

159      Any notice  required  to be given by the  Company  to  members  and not
         expressly provided for by these Articles shall be sufficiently given if
         given by advertisement. Any notice required to be or which may be given


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         by  advertisement  shall  be  advertised  once  in one  national  daily
         newspaper  and  shall  be  taken  as  given  on the day on  which  such
         advertisement  appears.  If at any time by reason of the  suspension or
         curtailment of postal services within the United Kingdom the Company is
         unable  effectively to convene a general meeting by notice sent through
         the post, a general meeting may be convened by notice  advertised in at
         least two leading daily newspapers with appropriate  circulation one of
         which shall be a leading London daily  newspaper;  such notice shall be
         deemed to have been duly served on all members entitled thereto 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 48
         hours prior to the meeting the posting of notices to addressees  within
         the United Kingdom again becomes practicable.

160      Every  person who by  operation  of law,  transfer or other means shall
         become  entitled to any share shall be bound by every notice in respect
         of such share which,  previously  to his name and address being entered
         in the  register of  members,  shall have been duly given to the person
         from whom he derives his title to such share other than a notice  given
         under  Article  82 or  under  the  provisions  of  section  212  of the
         Companies Act 1985.

Winding Up

161      On a winding up of the Company, the balance of the assets available for
         distribution after deduction of any provision made under section 719 of
         the Companies Act 1985, and subject to any special rights  attaching to
         any class of shares, shall be applied in repaying to the members of the
         Company the amounts  paid up on the shares held by them and any surplus
         assets will belong to the holders of any ordinary  shares then in issue
         according  to the  respective  numbers of shares held by them or, if no
         ordinary  shares  shall  then  be in  issue,  to  the  holders  of  any
         unclassified  shares then in issue according to the respective  numbers
         of shares held by them.

162      If the Company shall be wound up (whether the liquidation is altogether
         voluntary,  under  supervision or by the court) the liquidator may with
         the authority of an extraordinary  resolution  divide among the members
         in specie or kind the whole or any part of the  assets of the  Company,


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         and whether or not the assets shall  consist of property of one kind or
         shall  consist  of  properties  of  different  kinds,  and may for such
         purposes  set such value as he deems fair upon any one or more class or
         classes  of  property  and may  determine  how such  division  shall be
         carried out as between the members or different classes of members, and
         the  liquidator  may,  with  the like  authority,  vest any part of the
         assets in  trustees  upon such trusts for the benefit of members as the
         liquidator with the like authority shall think fit, and the liquidation
         of the Company may be closed and the Company dissolved,  but so that no
         contributory  shall be  compelled  to accept  any  shares in respect of
         which there is a liability.

163      The power of sale of a liquidator  shall include a power to sell wholly
         or partially for shares or Debentures,  or other obligations of another
         company,  either then already constituted,  or about to be constituted,
         for the purpose of carrying out the sale.

Indemnity

164      Save and  except  so far as the  provisions  of this  Article  shall be
         avoided by any  provisions of the Statutes,  the  Directors,  executive
         Directors, Auditors, Secretary and other officers for the time being of
         the  Company  and the  trustees  (if any) for the time being  acting in
         relation to any of the  affairs of the  Company,  and their  respective
         executors or  administrators,  shall to such extent as may for the time
         being be permitted by the Statutes be indemnified and secured  harmless
         out of the assets of the Company from and against all  actions,  costs,
         charges,  losses, damages and expenses which they or any of them, their
         or any of the  executors  or  administrators,  shall  or may  incur  or
         sustain by reason of any act done,  concurred in or omitted in or about
         the  execution  of their  duty or  supposed  duty in  their  respective
         offices or trusts,  except such (if any) as they shall incur or sustain
         through their own wilful neglect or default  respectively,  and none of
         them shall be answerable for the acts,  receipts,  neglects or defaults
         of any other of them,  or for  joining in any  receipt  for the sake of
         conformity, or for any bankers or other persons with whom any monies or
         effects of the Company  shall be lodged or deposited  for safe custody,
         or for the  insufficiency  or deficiency or any security upon which any
         monies of the Company shall be placed out or invested, or for any other


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         loss,  misfortune  or damage which may happen in the execution of their
         respective  offices or trusts,  or in relation  thereto,  except as the
         same  shall  happen by or through  their own wilful  neglect or default
         respectively.

165      Without  prejudice  to the  provisions  of Article 164, the Board shall
         have the  power  to  purchase  and  maintain  insurance  for or for the
         benefit of any persons who are or were at any time Directors, officers,
         employees or auditors of the Company,  or of any other company which is
         its holding company or in which the Company or such holding company has
         any interest  whether  direct or indirect or which is any way allied to
         or associated with the Company, or to any subsidiary undertaking of the
         Company or of any such company, or who are or were at any time trustees
         of any pension  fund in which  employees  of the Company or of any such
         other  company or  subsidiary  undertaking  are  interested  including,
         without  limitation,  insurance against any liability  incurred by such
         persons in respect of any act or  omission  in the actual or  purported
         execution  or  discharge  of their  duties or the exercise or purported
         exercise of their powers or  otherwise in relation to or in  connection
         with their duties, powers or officers in relation to the Company or any
         other such company, subsidiary undertaking or pension fund.




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