Exhibit 1.1

                                                                          Thomas
                                                                           Eggar
                                                                          [LOGO]

                        THE COMPANIES ACTS 1985 and 1989

                             ARTICLES OF ASSOCIATION

                                       of

                       FUTUREMEDIA PUBLIC LIMITED COMPANY

                                                  The Corn Exchange Baffins Lane
                                                 Chichester West Sussex PO19 1GE

                                                 Telephone    +44 (0)1243 786111
                                                 Facsimile    +44 (0)1234 536787
                                                    DX no.      30300 Chichester

                                                             www.thomaseggar.com


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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                                                       3
6.       Rights attached to new shares                                       9

MODIFICATION OF RIGHTS
7.       Modification of class rights                                        9

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

CERTIFICATES
11.      Issue of certificates                                              11
12.      Replacement of certificates                                        17

LIEN
13.      Lien for unpaid calls                                              12
14.      Realisation of lien                                                12
15.      Transfer of shares on realisation of lien                          13

CALLS ON SHARES
16.      Power to make calls                                                13
17.      Time of calls                                                      13
18.      Liability of joint holders                                         13
19.      Interest on calls                                                  13
20.      Sums due on allotment treated as calls                             14
21.      Power to differentiate                                             14
22.      Payment of calls in advance                                        14

TRANSFER OF SHARES
23.      Form of Transfer                                                   14
24.      Execution                                                          14
25.      Power to refuse to register transfers                              14
26.      Further power to refuse to register transfers                      15
27.      Suspension of register of transfers                                15
28.      Renunciation                                                       15
29.      Retention of instruments                                           15

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TRANSMISSION OF SHARES
30.      Transmission on death                                              16
31.      Registration of personal representative, etc                       16
32.      Notice of election to be registered                                16
33.      Rights of unregistered personal representative, etc                17

FORFEITURE OF SHARES
34.      Failure to pay call                                                17
35.      Content of notice                                                  17
36.      Forfeiture on non-compliance with notice                           17
37.      Ownership of forfeited share                                       18
38.      Liability of holder of forfeited shares                            18
39.      Notice of forfeiture                                               18
40.      Transfer of forfeited shares                                       18
41.      Non-payment of sums due                                            19

UNTRACED SHAREHOLDERS
42.      Sale of shares of untraced shareholders                            20

STOCK
43.      Creation of stock                                                  20
44.      Transfer of stock                                                  20
45.      Rights of stockholders                                             20
46.      Interpretation of Articles                                         20

SHARE WARRANTS
47.      Power to issue warrants                                            20

INCREASE OF CAPITAL
48.      Increase of capital                                                21
49.      Issue of new shares                                                21
50.      Interpretation of Articles                                         21

PURCHASE OF OWN SHARES
51.      Power to purchase its own shares                                   21

ALTERATION OF CAPITAL
52.      Power to consolidate, cancel and sub-divide shares                 22
53.      Power to settle difficulties on consolidation                      22
54.      Power to reduce capital                                            23

REDEEMABLE SHARES
55.      Power to create and issue redeemable shares                        23

GENERAL MEETINGS
56.      Annual General Meeting                                             23
57.      Extraordinary General Meetings                                     23

NOTICE OF GENERAL MEETINGS
58.      Notice period                                                      24
59.      Omission to give notice                                            24

PROCEEDINGS AT GENERAL MEETINGS
60.      Business at meetings                                               24

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61.      Quorum                                                             25
62.      Adjournment if quorum not present                                  25
63.      Chairman                                                           25
64.      Adjournment                                                        25
65.      Voting and demand for poll                                         26
66.      Errors in counting                                                 26
67.      Method of taking poll                                              27
68.      Casting vote                                                       27
69.      Effect of demand for poll                                          27

VOTES OF MEMBERS
70.      Voting rights                                                      27
71.      Joint holders                                                      27
72.      Vote of members incapable of managing their affairs                28
73.      Votes of members owing calls                                       28
74.      Unclassified shares                                                28
75.      Objections to admissibility                                        28
76.      Voting on a poll                                                   28
77.      Election of proxy                                                  28
78.      Corporate representatives                                          28
79.      Deposit of proxies                                                 29
80.      Form of proxy                                                      29
81.      Effect of death etc. of principal                                  29
82.      Disenfranchisement for failure to respond to section 212 notice    29

DIRECTORS
83.      Number of directors                                                30
84.      Remuneration                                                       30
85.      Appointment                                                        30
86.      Special remuneration                                               30
87.      No share qualification                                             30
88.      Right to attend general meetings                                   31
89.      Vacation of office                                                 31
90.      Power to hold other offices and contract with the Company          31
POWERS OF DIRECTORS
91.      General power to manage                                            35
92.      Branches and subsidiaries                                          35
93.      Appointment of attorneys                                           36
94.      Pensions etc.                                                      36
95.      Signature of cheques                                               37

BORROWING POWERS
96       Power to borrow money                                              37

EXECUTIVE DIRECTORS
97.      Appointment of executive directors                                 41
98.      Remuneration                                                       41
99.      Delegation of powers                                               41

ROTATION OF DIRECTORS
100.     Retirement at annual general meeting                               41
101.     Eligibility for re-election                                        42
102.     Re-election                                                        42
103.     Candidates for office                                              42
104.     Changes in number of directors                                     42
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105.     Appointment of additional directors                                42
106.     Removal of director                                                42

PROCEEDINGS OF DIRECTORS
107.     Meetings                                                           43
108.     Notice of meetings                                                 43
109.     Quorum                                                             43
110.     Effect of falling below minimum numbers                            43
111.     Chairman                                                           43
112.     Local boards                                                       43
113.     Powers of board meetings                                           43
114.     Delegation to committees                                           43
115.     Powers of committees                                               43
116.     Written resolutions                                                43
117.     Minutes                                                            45
118.     Validity of acts in spite of formal defect                         45

SECRETARY
119.     Appointment of secretary                                           45
120.     Dual capacity                                                      46

THE SEAL
121.     Use of the Seal                                                    46
122.     Seal abroad                                                        46
123.     Execution of deeds                                                 46

AUTHENTICATION OF DOCUMENTS
124.     Authentication of documents                                        46

DIVIDENDS
125.     Application of profits                                             47
126.     Dividends only out of profits                                      47
127.     Payment of dividends                                               47
128.     Share premium account                                              47
129.     Interim dividends                                                  47
130.     Dividends in specie                                                48
131.     Record dates                                                       48
132.     Deduction of unpaid calls                                          48
133.     No interest payable                                                48
134.     Retention in case of lien                                          48
135.     Retention pending registration                                     48
136.     Moneys payable by cheque                                           48
137.     Joint holder                                                       49
138.     Unclaimed dividends                                                49
139.     Suspension of cheques if not cashed                                49

RESERVES
140.     Reserves                                                           49

CAPITALISATION OF PROFITS AND RESERVES
141.     Capitalisation of reserves                                         50
142.     Implementation of capitalisation                                   50
143.     Distribution of capital                                            51
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DISCOVERY AND SECRECY
144.     Trade secrets                                                      51

ACCOUNTS
145.     Accounting records                                                 51

146.     Location of accounts                                               52
147.     Publication of investments                                         52
148.     Balance sheet and profit and loss account                          52
149.     Directors' report                                                  52
150.     Circulation to members                                             53
151.     Summary financial statement                                        53

AUDIT
152.     Appointment of auditor                                             53
153.     Compliance with Statutes                                           54
154.     Validity of acts notwithstanding formal defect                     54

NOTICES
155.     Notices                                                            54
156.     Production of warrant                                              55
157.     Service of notice                                                  55
158.     Notice notwithstanding death                                       55
159.     Advertisements                                                     56
160.     Successors in title bound                                          56

WINDING UP
161.     Distribution of assets                                             56
162.     Distribution in specie                                             57
163.     Powers of liquidator                                               57

INDEMNITY
164.     Indemnity of Directors and officers                                57
165.     Power to effect insurance                                          58

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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, 18th March 2004 and 17th March
2005)

                                       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;

      "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


                                       1
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                                    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

      "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.


                                       2
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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.

Capital

5     (A)   The  capital of the  Company  is  (pound)2,817,777.78  divided  into
            250,000,000  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


                                       3
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            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,  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.


                                       4
<PAGE>

      (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  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


                                       5
<PAGE>

                  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.

            (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.


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<PAGE>

            (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 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").


                                       7
<PAGE>

            (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 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


                                       8
<PAGE>

            (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 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  preferred,
      deferred or other special rights or such  restrictions,  whether in regard


                                       9
<PAGE>

      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.

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


                                       10
<PAGE>

      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,  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


                                       11
<PAGE>

      (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 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.


                                       12
<PAGE>

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 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


                                       13
<PAGE>

      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 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


                                       14
<PAGE>

      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  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


                                       15
<PAGE>

      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 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  provisions of these


                                       16
<PAGE>

      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 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


                                       17
<PAGE>

      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 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


                                       18
<PAGE>

      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  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


                                       19
<PAGE>

      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
      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


                                       20
<PAGE>

      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 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


                                       21
<PAGE>

      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 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


                                       22
<PAGE>

      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.

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


                                       23
<PAGE>

      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 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,


                                       24
<PAGE>

      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 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:


                                       25
<PAGE>

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


                                       26
<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 entitled to
      vote in respect thereof.


                                       27
<PAGE>

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 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.


                                       28
<PAGE>

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 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


                                       29
<PAGE>

      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  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.


                                       30
<PAGE>

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
      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


                                       31
<PAGE>

      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  (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


                                       32
<PAGE>

      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, 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;


                                       33
<PAGE>

      (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  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


                                       34
<PAGE>

      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 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.


                                       35
<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,  and
      make  payments  for or  towards  the  insurance  of any  such  persons  as
      aforesaid and subscriptions or guarantees of money for


                                       36
<PAGE>

      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 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


                                       37
<PAGE>

      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 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;


                                       38
<PAGE>

            (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 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


                                       39
<PAGE>

            (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 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.


                                       40
<PAGE>

      (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 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.


                                       41
<PAGE>

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.

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.


                                       42
<PAGE>

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 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


                                       43
<PAGE>

      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 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


                                       44
<PAGE>

      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;

      (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.


                                       45
<PAGE>

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
      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.


                                       46
<PAGE>

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 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 payment.


                                       47
<PAGE>

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 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


                                       48
<PAGE>

      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


                                       49
<PAGE>

      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 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  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


                                       50
<PAGE>

      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

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;


                                       51
<PAGE>

      (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 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.


                                       52
<PAGE>

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:

      (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.


                                       53
<PAGE>

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  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.


                                       54
<PAGE>

      (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  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


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<PAGE>

      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 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.


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<PAGE>

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,  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 loss, misfortune or damage which
      may happen in the execution of their respective  offices or trusts,  or in
      relation


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      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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