Company No. 308372
                             THE COMPANIES ACT 1985

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

                            COMPANY LIMITED BY SHARES

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

                             ARTICLES OF ASSOCIATION

                                     - of -

                                  AMVESCAP PLC

            (Adopted by Special Resolution passed on 20th July 2000
           and amended by Special Resolution passed on 26 April 2002)

                          ---------------------------
                                     TABLE A

1.   The regulations in Table A in the Schedule to the Companies (Tables A to F)
     Regulations  1985 and in any Table A  applicable  to the Company  under any
     former  enactment  relating  to  companies  shall not apply to the  Company
     except in so far as they are repeated or contained in these Articles.

                                 INTERPRETATION

2.   In these Articles if not inconsistent with the subject or context:-

     the words  standing in the first column of the  following  table shall bear
     the meaning set opposite to them respectively in the second column thereof.

        WORDS                      MEANINGS

        "address"                  shall, in any case where Electronic
                                   Communication is expressly permitted
                                   pursuant to these Articles, include any
                                   number or address used for the purpose of
                                   such Electronic Communication but, in any
                                   other case, shall not include any number or
                                   address used for such purpose.

        "Communication"            the same as in the Electronic Communications
                                   Act 2000.

        "Debentures"               the 6% equity subordinated debentures of
                                   C$1000 principal amount each issued by
                                   Exchangeco and convertible into Exchangeable
                                   Shares.
<PAGE>

        "Electronic Communication" the same as in the Electronic Communications
                                   Act 2000.

        "Exchangeco"               AMVESCAP Inc. a corporation incorporated
                                   under the laws of the province of Nova Scotia
                                   in Canada and an indirect wholly owned
                                   subsidiary of the Company.

        "Exchangeable              Shares" shares issued or to be issued from
                                   time to time by Exchangeco which are
                                   exchangeable on a one for one basis into
                                   Ordinary Shares of the Company.

        "the Statutes"             every United Kingdom statute (including any
                                   orders, regulations or other subordinate
                                   legislation made under it) from time to time
                                   in force concerning companies insofar as it
                                   applies to the Company.

        "these Articles"           these Articles of Association as now framed
                                   or as from time to time altered by special
                                   resolution.

        "the Office"               the Registered Office of the Company.

        "the Seal"                 the Common Seal of the Company.

        "the United Kingdom"       Great Britain and Northern Ireland.

        "the Board"                the Board of Directors of the Company or the
                                   Directors present at a duly convened meeting
                                   of Directors (or duly authorised committee
                                   thereof) at which a quorum is present.

        "the Register"             the Register of Members of the Company.

        "in                        writing" written or produced by any
                                   substitute for writing, or partly written
                                   and partly so produced including (without
                                   prejudice) printing, lithography,
                                   typewriting, photography, and other modes of
                                   representing or reproducing words in visible
                                   form.

        "Paid up"                  paid up or credited as paid up.

        "the Prescribed Rate"      an annual rate of interest equal to two per
                                   cent.  above the Base Lending Rate (or
                                   any equivalent thereof or successor thereto)
                                   published  from time to time by Midland Bank
                                   PLC in London being the Base Lending Rate in
                                   effect at the close of business in London on
                                   the date immediately preceding the day on
                                   which such rate falls to be determined.

        "Trustee"                  CIBC Mellon Trust Company or any successor
                                   or replacement trustee from time to time
                                   appointed pursuant to the Voting and
                                   Exchange Trust Agreement.


<PAGE>
     Words importing the singular number only shall include the plural number
     and vice versa;

     Words importing the masculine gender only shall include the feminine
     gender;

     Words importing persons shall include corporations;

     The expressions  "debenture" and "debenture holder" shall include debenture
     stock and debenture stockholder;

     The  expression  "the  Secretary"  shall  include a temporary  or assistant
     Secretary  and any  person  appointed  by the Board to  perform  any of the
     duties of the Secretary;

     The expression "dividend" shall include bonus;

     Reference  to any  provision  of any act shall  extend to and  include  any
     amendment or re-enactment  of or substitution  for the same effected by any
     subsequent statute;

     Anything  which  may  be  done  by or  with  the  sanction  of an  Ordinary
     Resolution  may  also  be  done  by  or  with  the  sanction  of a  Special
     Resolution.

3.   Subject to the last preceding Article,  any words or expressions defined in
     the Statutes shall, if not inconsistent  with the subject or context,  bear
     the same meaning in these presents.

                                    BUSINESS

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

                                     OFFICE

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

                                  SHARE CAPITAL

6.   (A)  The authorised share capital of the Company at the date of the
          adoption of these Articles is (pound)262,500,000 divided into
          1,049,999,999 Ordinary Shares of 25p each and one special voting share
          of 25 pence (the "Special Voting Share").

     (B)  The  following  provisions  of this  Article  6  contain  the  rights,
          privileges, and restrictions attaching to the Special Voting Share and
          all  the  other  provisions  of  these  Articles  are to be  read  and
          construed subject to them:

          (a)  The  Special  Voting  Share  shall not carry any right to receive
               dividends or distributions.
<PAGE>

          (b)  The holder of the  Special  Voting  Share shall have the right to
               receive  notice of and to attend and vote at any general  meeting
               of the Company as follows:

               (i)  On a show of hands,  the holder of the Special Voting Share,
                    or its proxy,  shall have one vote in  addition to any votes
                    which may be cast by a holder of Exchangeable  Shares (other
                    than the Company and its subsidiaries) (a "Beneficiary") (or
                    its  nominee)  on such show of hands as proxy for the holder
                    of the  Special  Voting  Share in  accordance  with  Article
                    6(B)(b)(iv) below;

               (ii) On a poll, the holder of the Special Voting Share shall have
                    one vote for every four Exchangeable Shares then outstanding
                    (a) that are owned by Beneficiaries  and (b) as to which the
                    holder of the Special  Voting Share  confirms to the Company
                    that  it  has   received   voting   instructions   from  the
                    Beneficiaries.  Votes may be given either  personally  or by
                    proxy and a person  entitled  to more than one vote need not
                    use all his  votes or cast all the votes he uses in the same
                    way.

               (iii)The holder of the Special  Voting Share shall be entitled to
                    demand  that a poll  be  taken  on any  resolution,  whether
                    before or after a show of hands,  and to this extent Article
                    71 is amended and varied.

               (iv) If so instructed by a Beneficiary, the holder of the Special
                    Voting Share shall appoint that  Beneficiary,  or such other
                    person as that Beneficiary nominates, as proxy to attend and
                    to exercise personally in place of the holder of the Special
                    Voting  Share  (A)  on a  poll,  one  vote  for  every  four
                    Exchangeable  Shares held by the  Beneficiary,  and (B) on a
                    show of hands one vote (the  "Beneficiary  Votes").  A proxy
                    need not be a member of the Company.  A Beneficiary  (or his
                    nominee)  exercising  its  Beneficiary  Votes shall have the
                    same  rights as the holder of the  Special  Voting  Share to
                    speak at the  meeting in favour of any matter and to vote on
                    a show  of  hands  or on a poll  in  respect  of any  matter
                    proposed,  and to this  extent  Article  77 is  amended  and
                    varied.

          (c)  The holder of the Special  Voting Share may, by service of notice
               by the  Company,  be required to require any  Beneficiary  or any
               person  whom  the  holder  of the  Special  Voting  Share  and/or
               Exchangeco  know or have  reason to believe to hold any  interest
               whatsoever  in an  Exchangeable  Share to confirm to the  Company
               that fact or to give to the Company  such details as to who holds
               an  interest in such  Exchangeable  Share as would be required if
               the  Exchangeable  Shares  were  Ordinary  Shares  and  that  the
               Beneficiary  had been duly served with a notice under section 212
               of the  Companies Act 1985 (as amended) as referred to in Article
               78(B). If the Beneficiary  fails to respond within the prescribed
               period then the  provisions  of Article 78(B) shall apply to that
               Beneficiary.

          (d)  Subject  as  aforesaid,   or  except  as  otherwise  required  by
               applicable  law, the Special Voting Share and the Ordinary Shares
               shall constitute one class.
<PAGE>

          (e)  In the event of voluntary or involuntary liquidation, dissolution
               or winding up of the  Company,  the holder of the Special  Voting
               Share  shall be  entitled  to  receive  out of the  assets of the
               Company  available for  distribution  to the  shareholders of the
               Company,  an amount equal to 25 pence before any  distribution is
               made on the Ordinary Shares or any other shares ranking junior to
               the  Special  Voting  Share as to  distribution  of  assets  upon
               voluntary  or  involuntary  liquidation.  After  payment  of such
               amount  the  holder  of the  Special  Voting  Share  shall not be
               entitled  to any further  participation  in any  distribution  of
               assets of the Company.

          (f)  The Special  Voting Share shall not be subject to  redemption  by
               the Company or at the option of its  holder,  except that at such
               time as no Exchangeable  Shares (other than  Exchangeable  Shares
               owned by the Company or its subsidiaries) and no Debentures shall
               be outstanding,  the Special Voting Share shall  automatically be
               redeemed  and  cancelled,  with an  amount  of 25  pence  due and
               payable upon such redemption,  and the Board is hereby authorised
               to take all (if any) such steps as may be  necessary or desirable
               to effect such redemption and cancellation.

          (g)  The  Special  Voting  Share  shall  rank  senior to all  Ordinary
               Shares.

          (h)  The  Company  may not,  without  the consent of the holder of the
               Special Voting Share, issue any special voting shares in addition
               to the  Special  Voting  Share and no other  term of the  Special
               Voting  Share shall be amended,  except with the  approval of the
               holder of the Special Voting Share.

7.   Without  prejudice  to any special  rights  conferred on the holders of any
     shares or class of shares,  any share in the  Company may be issued with or
     have attached  thereto such preferred,  deferred or other special rights or
     such restrictions, whether in regard to dividend, voting, return of capital
     or  otherwise  as the Company may from time to time by Ordinary  resolution
     determine (or, in the absence of any such  determination,  as the Board may
     determine).

8.   Subject to the  provisions  of the Statutes any Shares may be issued on the
     terms that they are, or at the option of the Company or holders thereof are
     to be liable,  to be  redeemed  on such terms and in such  manner as may be
     provided by these presents.

9.   Subject to the  provisions  of the  Statutes,  the  Company  may,  with the
     sanction by an extraordinary  resolution passed at a separate class meeting
     of the holders of any class of convertible shares of the Company,  purchase
     its own shares  (including  any  redeemable  shares).  The  sanction of the
     holders of any class of  convertible  shares of the Company  referred to in
     this Article may be general or specific.

10.  Except and insofar as permitted by the Statutes, the Company shall not give
     any financial  assistance  for the  acquisition of shares in the Company or
     make any loan to any of the Directors or to any director of a company which
     is its holding  company or enter into any guarantee or provide any security
     in connection with any such loan.
<PAGE>

                             MODIFICATION OF RIGHTS

11.  Subject to the provisions of Statutes, all or any of the special rights and
     privileges  for the time being attached to any class of shares for the time
     being  issued may from time to time  (whether  or not the  Company is being
     wound up) be  altered  or  abrogated  with the  consent  in  writing of the
     holders of not less than  three-fourths  of the issued shares of that class
     or with the sanction of an  extraordinary  resolution  passed at a separate
     general meeting of the holders of such shares. To any such separate general
     meeting all the provisions of these presents as to general  meetings of the
     Company  shall mutatis  mutandis  apply,  but so that the necessary  quorum
     shall be one person at least holding or representing by proxy not less than
     one-third of the issued  shares of the class that every holder of shares of
     the class shall be entitled on a poll to one vote for every such share held
     by him,  and that if at any  adjourned  meeting of such holders a quorum as
     above defined be not present those of such holders who are present shall be
     a quorum.

12.  The  special  rights  conferred  on the  holders  of any shares or class of
     shares shall not unless expressly provided by the terms and conditions from
     time to time  attached  to such  shares  be  deemed  to be  altered  by the
     creation of or issue of further shares ranking in priority to or pari passu
     therewith.

                                     SHARES

13.  The Company may exercise the powers of paying commissions  conferred by the
     Statutes. Provided that the rate or amount of the commission paid or agreed
     to be paid shall be disclosed in the manner  required by the Statutes,  and
     that such commission shall not exceed 10 per cent of the price at which the
     shares in respect whereof the same is paid are issued or an amount equal to
     10 per cent of such  price  (as the case may be).  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 the other.  The  Company may also
     on any issue of shares pay such brokerage as may be lawful.

14.  Save as  otherwise  provided  in the  Statutes  or in  these  presents  all
     unissued  shares  (whether  forming part of the  original or any  increased
     capital)  shall be at the  disposal  of the Board who may  (subject  to the
     provisions of the Statutes)  allot,  grant options over, offer or otherwise
     deal with or dispose of them to such persons at such times and generally on
     such terms and conditions as they may determine.

15.  Except as  ordered  by a Court of  competent  jurisdiction  or as by law or
     these  presents  required,  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 any other right in respect of
     any  share  except  an  absolute  right  to  the  entirety  thereof  in the
     registered holder.

                               SHARE CERTIFICATES

16.  (A) (i)   Subject to  Article  16(A)(ii)  below,  the certificates of title
               to shares shall be issued under the Seal or under the  official
               seal kept by the Company by virtue of Section 40 of the
               Companies Act 1985 and shall specify the number and class and the
<PAGE>
               distinguishing number (if any) of the shares to which it relates
               and the amount paid up thereon.  No certificate shall be issued
               relating to shares of more than one class.


          (ii) Subject to the provisions of the Statutes and the  regulations of
               The London Stock  Exchange  Limited,  the Board may by resolution
               decide, either generally or in any particular case or cases, that
               certificates of title to shares need not be issued under a seal.

     (B)  Every person (other than 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  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 the  shares  registered  in his name or,  in the case of shares of
          more  than  one  class  being  registered  in  his  name,  a  separate
          certificate for each class of shares so registered, and where a Member
          transfers  part of the shares of any class  registered  in his name he
          shall be entitled  without  payment to one certificate for the balance
          of shares of that class  retained  by him. If a Member  shall  require
          additional  certificates he shall pay for each additional  certificate
          such  reasonable  sum (if any) as the Board may  determine.  The Board
          may,  by  resolution,  disapply  the  provisions  of this  Article and
          Article  18 below to the  extent  permitted  by the  Statutes  and the
          regulations of The London Stock Exchange Limited.

17.  In respect of shares of one class held  jointly by more than one person the
     Company shall not be bound to issue more than one certificate, and delivery
     of a certificate  for such shares to the person first named on the Register
     in respect of such shares shall be sufficient delivery to all such holders.

18.  If a share certificate be defaced, lost or destroyed it may be replaced and
     on such  terms  (if any) as to  evidence  and  indemnity  (with or  without
     security)  as the Board may think fit and,  in the case of  defacement,  on
     delivery of the old certificate to the Company.

19.  Every  certificate  issued under the last preceding Article shall be issued
     without  payment but there  shall be paid to the  Company  any  exceptional
     out-of-pocket expenses of the Company in connection with the request as the
     Board  thinks fit and a sum equal to the costs  incurred  by the Company of
     any such indemnity or security as is referred to in that Article.

20.  The Company  shall not be bound to register  more than four  persons as the
     holders of any share.

                                      LIEN

21.  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 but the Board
     may at any time waive any lien which has arisen and may  declare  any share
     to be wholly or in part exempt from the  provisions  of this  Article.  The
     Company's lien on a share shall extend to all dividends payable thereon.

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

23.  The net  proceeds of sale,  after  payment of the costs  thereof,  shall be
     received by the Company and applied in or towards  payment or  satisfaction
     of the  sum 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 prior to the sale) be paid
     to the person  entitled  to the shares at the time of the sale.  For giving
     effect to any such sale the Board may authorise some person to transfer the
     shares sold to the purchaser thereof.  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.

                               TRANSFER OF SHARES

24.  All  transfers of shares shall be effected by  instrument in writing in any
     usual or common form or in any other form which the Board may approve.

25.  The  instrument  of  transfer of a share shall be signed by or on behalf of
     the transferor,  and the transferor shall be deemed to remain the holder of
     the share until the name of the  transferee  is entered in the  register in
     respect  thereof:  Provided  that  in  the  case  of a  partly  paid  share
     (including  a share in  respect of which the whole of any  premium  payable
     under the terms of its allotment has not become  payable and been paid) the
     instrument  of  transfer  must  also  be  signed  by or on  behalf  of  the
     transferee.

26.  The Board may, in its absolute  discretion and without assigning any reason
     therefor, decline to register any transfer of shares (other than fully paid
     shares)  provided that the refusal does not prevent  dealings in the shares
     in the Company from taking place on an open and proper basis.

27.  The Board may also decline to recognise any instrument of transfer unless:-

     (a)  the instrument of transfer is lodged with the Company accompanied by a
          certificate of the shares to which it relates, and such other evidence
          as  the  Board  may  reasonably  require  to  show  the  right  of the
          transferor to make the transfer (and, if the instrument of transfer is
          executed some other person on his behalf, the authority of that person
          so to do); and

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

28.  If the Board  refuses to  register a transfer  it shall,  within two months
     after the date of which the  transfer  was lodged,  send to the  transferee
     notice of the refusal  and (except in the case of fraud)  return to him the
     instrument of transfer.  All  instruments  of transfer which are registered
     may be retained by the Company.

29.  No fee shall be  charged  on the  registration  of any  transfer,  probate,
     letters  of  administration,  certificate  of death or  marriage,  power of
     attorney,  stop notice or other  instrument  relating to or
<PAGE>
     affecting  the title to any share or otherwise  for making any entry in the
     Register affecting title to any shares.

30.  The transfer  books and the Register of Members and any Register of holders
     of debentures of the Company may, upon giving such notice as is required by
     the Statutes (if any),  be closed at such time or times and for such period
     as the Board shall deem  expedient  (and either  generally or in respect of
     any class of shares)  provided  that the same be not closed for any greater
     period in the whole than thirty days in any year.

31.  The Company shall be entitled to destroy:-

     (a)  any  instrument  of transfer  which has been  registered,  at any time
          after  the  expiration  of six  years  from the  date of  registration
          thereof;

     (b)  any dividend  mandate or any variation or cancellation  thereof or any
          notification  of  change  of name or  address,  at any time  after the
          expiration of two years from the date of recording thereof;

     (c)  any share certificate which has been cancelled,  at any time after the
          expiration of one year from the date of such cancellation;

     and it shall  conclusively  be presumed in favour of the Company that every
     entry in the  Register  purporting  to have  been  made on the  basis of an
     instrument of transfer or other document so destroyed was duly and properly
     made,  that every  instrument  of  transfer  so  destroyed  was a valid and
     effective  instrument  duly  and  properly  registered,  that  every  share
     certificate  so  destroyed  was  a  valid  certificate  duly  and  properly
     cancelled and that every other document destroyed hereunder was a valid and
     effective document in accordance with the recorded  particulars  thereof in
     the books or records of the Company, provided always that:-


     (a)  the  provisions  aforesaid  shall apply only to the  destruction  of a
          document in good faith and without  express notice to the Company that
          the   preservation   of  such  document  was  relevant  to  any  claim
          (regardless of the parties thereto);

     (b)  nothing  contained in this Article 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 (a) above are not fulfilled; and

     (c)  references in this Article to the destruction of any document  include
          references to its disposal in any manner.

32.  Nothing  herein  contained  shall  preclude  the Board from  recognising  a
     renunciation  of the  allotment  of any share by the  allottee in favour of
     some other person.

                             TRANSMISSION OF SHARES

33.  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 holder or only
<PAGE>
     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  Member from any liability in respect of any share
     jointly held by him with other persons.

34.  Any person  becoming  entitled  to a share in  consequence  of the death or
     bankruptcy  of a Member may upon such evidence  being  produced as may from
     time to time be required by the Board and subject as  hereinafter  provided
     may elect either to be registered himself as holder of the share or to have
     some person nominated by him registered as the transferee thereof.

35.  If any 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  another  person
     registered  he shall  testify his  election by executing a transfer of such
     share to that person.  All the limitations,  restrictions and provisions of
     these presents  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 had not occurred and
     the notice or transfer were a transfer executed by such Member.

36.  A person  becoming  entitled  to a share  in  consequence  of the  death or
     bankruptcy of a Member shall,  upon  supplying to the Company such evidence
     as the Board may  reasonably  require  to show his title to the  share,  be
     entitled  to receive and may give a discharge  for any  dividends  or other
     moneys  payable in respect of the share,  but he shall not be  entitled  in
     respect of the share to receive  notices of or to attend or vote at general
     meetings of the Company  or, save as  aforesaid,  to exercise in respect of
     the share any of the rights or  privileges  of a Member until he shall have
     become  registered as the holder thereof provided always that the Board may
     at any time give notice  requiring  any such  person to elect  either to be
     registered  himself  or to  transfer  the  share,  and if the notice is not
     complied with within sixty days, the Board may thereafter  withhold payment
     of all  dividends,  bonuses or other monies payable in respect of the share
     until the requirements of the notice have been complied with.

                                 CALLS ON SHARES

37.  The Board may from time to time make calls  upon the  Members in respect of
     any moneys unpaid on their shares (whether on account of the nominal amount
     of the shares or by way of premium) and not by the  conditions of allotment
     thereof made payable at fixed times [provided that no call shall be payable
     at less than one month from the date fixed for payment of the last previous
     call] and each Member shall  (subject to the Company giving to him at least
     fourteen  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 in whole or part
     as the Board may determine.

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

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

40.  If a sum  called  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 the
<PAGE>
     Prescribed Rate, as the Board may determine, and all expenses that may have
     been incurred by the Company by reason of such  non-payment,  but the Board
     shall be at liberty to waive payment of such  interest and expenses  wholly
     or in part.

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

42.  The Board may make  arrangements  on the issue of shares  for a  difference
     between  the  holders in the amount of calls to be paid and in the times of
     payment.

43.  The Board may, if it thinks fit, receive from any Member willing to advance
     the same all or any part of the moneys  (whether  on account of the nominal
     value or premium)  uncalled and unpaid upon any shares held by him, but any
     Member  making any such advance  shall not be entitled to receive  interest
     thereon  and,  save as  provided  by the terms of issue of shares,  for the
     purposes of Articles  24, 25, 26, 77, 78 and 141 no account  shall be taken
     of any  amount  paid up on a share in  advance  of a call or the date  upon
     which sum premium or other payment is payable.

                              FORFEITURE OF SHARES

44.  If a Member fails to pay any call or  instalment of a call on or before the
     day appointed  for payment  thereof,  the Board 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 interest which may have accrued
     and expenses incurred by the Company by reason of such non-payment.

45.  The notice shall name a further day (not being less than fourteen days from
     the date of the notice) or on 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 such call or  instalment  is payable  will be liable to be
     forfeited.  The Board may accept the  surrender  of any share  liable to be
     forfeited  hereunder  and, in such case,  references  herein to  forfeiture
     shall include surrender.

46.  If the  requirements  of any such notice as aforesaid be not complied with,
     any share in respect  of which  such  notice has been given may at any time
     thereafter,  before the payment  required  by the notice has been made,  be
     forfeited by a  resolution  of the Board to that  effect.  Such  forfeiture
     shall include all dividends declared in respect of the forfeited shares and
     not  actually  paid before the  forfeiture.  Forfeiture  shall be deemed to
     occur at the time of the passing of the said Resolution of the Board.

47.  When any share has been forfeited, notice of the forfeiture shall forthwith
     be given to the holder of the share or the person  entitled to the share by
     reason of the death or  bankruptcy  of the holder (as the case may be), and
     an entry of the forfeiture,  with the date thereof, shall forthwith be made
<PAGE>
     in the Register,  but no forfeiture  shall be in any manner  invalidated by
     any  omission  or  neglect  to make  such  entry  or give  such  notice  as
     aforesaid.

48.  A forfeited share shall be deemed to be 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 and either  subject to or discharged  from calls made or instalments
     due prior to the forfeiture upon such terms and in such manner as the Board
     shall  think  fit,  and at  any  time  before  a sale  or  disposition  the
     forfeiture  may be  cancelled  on such  terms as the  Board  may  think fit
     provided  that the Company  shall not exercise any voting rights in respect
     of such share and any such share not  disposed  of in  accordance  with the
     foregoing  within a period of three  years from the date of its  forfeiture
     shall  thereupon be  cancelled in  accordance  with the  provisions  of the
     Statutes.  For the  purpose  of  giving  effect  to any such  sale or other
     disposition  the Board may  authorise  some person to transfer the share so
     sold or  otherwise  disposed of to the  purchaser  thereof or other  person
     becoming entitled thereto.

49.  A Member  whose  shares have been  forfeited  shall cease to be a Member in
     respect of the forfeited shares but shall,  notwithstanding,  remain liable
     to pay to the  Company  all  moneys  which at the date of  forfeiture  were
     presently  payable to him to the  Company  in  respect  of the shares  with
     interest thereon at such rate as the Board may determine, not exceeding the
     Prescribed Rate, from the date of forfeiture until payment.  The Board may,
     if it  thinks  fit,  waive the  payment  of the such  interest  or any part
     thereof.

50.  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.  The
     Company may receive the  consideration  (if any) given for the share on the
     sale or  disposition  thereof  and may  execute a transfer  of the share in
     favour of the person to whom the same is sold or disposed  of, and he shall
     thereupon be  registered  as the holder of the share and shall not be bound
     to see 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.

                                      STOCK

51.  The Company may from time to time by ordinary  resolution  convert any paid
     up shares  into stock of the same class and may  re-convert  any stock into
     paid up shares of the same class and of any denomination.

52.  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. The Board may from
     time to time fix the minimum amount of stock  transferable  and restrict or
     forbid the transfer of fractions of such minimum, but the minimum shall not
     exceed the nominal amount of the share from which the stock arose.

53.  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,
     voting at general meetings of the Company and other matters as if they held
     the shares from which the stock arose,  but no such
<PAGE>
     privilege or advantage (except participation in the dividends and in assets
     on a winding up) shall be  conferred by an amount of stock which would not,
     if existing in shares, have conferred such privilege or advantage.

54.  All such of the  provisions of these  presents as are applicable to paid up
     shares shall apply to stock, and the words "share" and "shareholder" herein
     shall include "stock" and "stockholder".

                               INCREASE OF CAPITAL

55.  The  Company  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.

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

                             ALTERATIONS OF CAPITAL

57.  The Company may from time to time by ordinary resolution:-

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

     (b)  sub-divide  its shares or any of them into  shares of  smaller  amount
          than is fixed by the Memorandum of Association

          provided that:-

          (i)  in the  sub-division  the proportion  between the amount paid and
               the amount,  if any,  unpaid on each  reduced  share shall be the
               same as it was in the  case of a share  from  which  the  reduced
               share is derived; and

          (ii) 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
               qualified   or  deferred   rights  or  be  subject  to  any  such
               restrictions as compared with, the other or others as the Company
               has power to attach to unissued or new shares.

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

58.  The Company may also by special resolution reduce its share capital and any
     capital  redemption  reserve or any share premium account in any manner and
     with and subject to any incident authorised and consent required by law.


59.  Subject to any direction by the Company in general meeting, whenever as the
     result of any exercise of any options or warrants to subscribe for Ordinary
     Shares in the Company or as the result of any consolidation or sub-division
     and  consolidation  of shares or any issue of shares in
<PAGE>
     connection  with the  capitalisation  of profits Members of the Company are
     entitled to any issued  shares of the Company in  fractions,  the Board may
     deal with each of such fractions as they shall  determine and in particular
     may sell the shares to which  Members are so entitled in fractions  for the
     best price reasonably  obtainable and pay and distribute to and amongst the
     Members  entitled to such shares in due  proportion the net proceeds of the
     sale  thereof.  For the purpose of giving effect to any such sale the Board
     may nominate some person to execute a transfer of the shares sold on behalf
     of the Members so entitled to the purchaser  thereof and may cause the name
     of the  purchaser to be entered in the Register as the holder of the shares
     comprised in any such transfer and the purchaser  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.

                                 GENERAL MEETING

60.  The Company shall in each year hold a general meeting as its annual general
     meeting in addition to any other  meetings in that year,  and not more than
     fifteen months shall elapse between the date of one annual general  meeting
     of the Company and that of the next.  The annual  general  meeting shall be
     held at such time and place as the Board shall appoint.

61.  All general  meetings  other than annual  general  meetings shall be called
     extraordinary general meetings.

62.  The Board may,  whenever it thinks fit,  convene an  extraordinary  general
     meeting, and extraordinary  general meetings shall also be convened on such
     requisition (and for a date not later than eight weeks after receipt of the
     requisition),  or, in default, may be convened by such requisitionists,  as
     provided  by the  Statutes.  If at any time there are not within the United
     Kingdom  sufficient  Directors  capable  of acting  to form a  quorum,  any
     Director or any two  Members of the  Company  may convene an  extraordinary
     general  meeting in the same  manner as nearly as possible as that in which
     meetings may be convened by the Board.

                           NOTICE OF GENERAL MEETINGS

63.  An annual general meeting and a meeting called for the passing of a special
     resolution  shall be called by  twenty-one  days'  notice in  writing or by
     Electronic Communication,  at the least, and a meeting other than an annual
     general meeting or a meeting for the passing of a special  resolution shall
     be  called  by  fourteen   days'   notice  in  writing  or  by   Electronic
     Communication  at the least.  The notice  shall be  exclusive of the day on
     which it is served  or  deemed to be served  and of the day for which it is
     given, and shall specify the place,  the day and the hour of meeting,  and,
     in the case of a special business, the general nature of that business. The
     notice  convening an annual  general  meeting  shall specify the meeting as
     such, and the notice convening a meeting to pass a special or extraordinary
     resolution  shall  specify the  intention  to propose the  resolution  as a
     special or  extraordinary  resolution  as the case may be.  Notice of every
     general  meeting  shall be given in manner  hereinafter  mentioned  to such
     persons  as are,  in  accordance  with the  provisions  of these  presents,
     entitled to receive such notices from the Company, and also to the Auditors
     for the time being of the Company.

     Provided that a meeting of the Company  shall,  notwithstanding  that it is
     called by shorter notice than that specified in this Article,  be deemed to
     have been duly called if it is so agreed:-
<PAGE>

     (a)  in the case of a meeting called as the annual  general  meeting by all
          the Members entitled to attend and vote thereat; and

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

     In every  Notice  calling a meeting  there  shall  appear  with  reasonable
     prominence  a  statement  that a  Member  entitled  to  attend  and vote is
     entitled to appoint one or more  proxies to attend and vote  instead of him
     and that a proxy need not also be a Member.

64.  The  accidental  omission  to give  notice of a meeting or (in cases  where
     instruments of proxy are sent out with the Notice) the accidental  omission
     to send such  instrument  of proxy to,  or the  non-receipt  of notice of a
     meeting or such  instrument  of proxy by, any  person  entitled  to receive
     notice shall not invalidate the proceedings at that meeting.

                         PROCEEDINGS AT GENERAL MEETINGS

65.  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 the  declaration  and sanctioning of
     dividends,  the  consideration  of the accounts  and balance  sheet and the
     reports of the Directors and Auditors and any other  documents  required by
     law to be  attached  or annexed to the  balance  sheets,  the  election  of
     Directors  and other  officers  in place of those  retiring  by rotation or
     otherwise,  the  appointment  of (when special notice of the resolution for
     such appointment is not required by the Statutes) the Auditors,  the fixing
     of  the   remuneration  of  the  Auditors  and  the  voting  of  additional
     remuneration to the Directors.

66.  No business  shall be transacted at any general  meeting unless a quorum be
     present when the meeting proceeds to business.  Save as otherwise  provided
     by these presents, three Members present in person or by proxy and entitled
     to vote shall be a quorum for all purposes.  A  corporation  being a Member
     shall be deemed for the purpose of this Article to be personally present if
     represented by proxy or in accordance with the provisions of the Statutes.

67.  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 or place as the Chairman of the Meeting may  determine,  and the
     provisions of Article 67 shall apply. If at such adjourned meeting a quorum
     as above  defined  is not  present  within  fifteen  minutes  from the time
     appointed for holding the meeting the Members  present whether in person or
     by proxy  shall be quorum and shall have power to decide  upon all  matters
     which could  properly  have been  disposed of at the meeting from which the
     adjournment took place.

68.  The Chairman (if any) of the Board or, in his absence,  any deputy-Chairman
     shall preside as Chairman at every general meeting of the Company.
<PAGE>

69.  If there  be no such  Chairman  or  deputy-Chairman,  or if at any  meeting
     neither the  Chairman nor the  deputy-Chairman  be present  within  fifteen
     minutes after the time appointed for holding the meeting,  or if neither of
     them be willing to act as Chairman,  the Directors present shall choose one
     of their number to act, or if one Director only be present he shall preside
     as Chairman  if willing to act.  If no  Director be present,  or if all the
     Directors  present  decline to take the chair,  the Members  present  shall
     choose one of their number to be Chairman.

70.  The  Chairman  may,  with the  consent of any  meeting at which a quorum is
     present (and shall if so directed by the meeting), adjourn the meeting from
     time to time and from place to place,  but no business  shall be transacted
     at any adjourned  meeting  except  business  which might lawfully have been
     transacted  at the meeting  from which the  adjournment  took pace.  When a
     meeting is adjourned for thirty days or more not less than seven clear days
     notice in writing or by Electronic  Communication of the adjourned  meeting
     shall be given  specifying  the day,  the place and the time of the meeting
     but it shall not be  necessary  to specify in such notice the nature of the
     business to be transacted at the adjourned meeting.  Save as aforesaid,  it
     shall  not be  necessary  to give any  notice of an  adjournment  or of the
     business to be transacted at an adjourned meeting.

71.  At any general meeting a resolution put to the vote of the meeting shall be
     decided  on a show of hands  unless  (before or on the  declaration  of the
     result of the show of hands) a poll is  demanded  by the  Chairman or by at
     least three  Members  present in person or by proxy and entitled to vote or
     by any Member or Members present in person or by proxy and  representing in
     the  aggregate  not less than  one-tenth of the total voting  rights of all
     Members  having  the  right  to  vote  at the  meeting  or  holding  shares
     conferring  a right to vote at the meeting on which there have been paid up
     sums in the  aggregate  equal to not less than  one-tenth  of the total sum
     paid up on all shares conferring that right.  Unless a poll is so demanded,
     a declaration  by the Chairman  that a resolution  has, on a show of hands,
     been  carried or carried  unanimously  or by a  particular  majority or not
     carried by a  particular  majority or lost,  and an entry to that effect in
     the book of proceedings of the Company shall be conclusive  evidence of the
     fact without  proof of the number or  proportion  of the votes  recorded in
     favour of or against such a resolution.

72.  If any votes are counted which ought not to have been counted or might have
     been  rejected  the error  shall not vitiate  the  resolution  unless it is
     pointed out at the same  meeting  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.

73.  If a poll is duly demanded the result of the poll shall be deemed to be the
     resolution of the meeting at which the poll was demanded.

74.  In the case of an equality of votes at a general meeting, whether on a show
     of hands or on a poll,  the Chairman of such meeting shall be entitled to a
     second or casting vote.

75.  A  poll  demanded  on the  election  of a  Chairman,  or on a  question  of
     adjournment,  shall  be  taken  forthwith.  A poll  demanded  on any  other
     question shall be taken at such time (not being more than thirty days after
     the date of the meeting or adjourned meeting at which the poll is demanded)
     and place and in such  manner as the  Chairman  directs.  No notice need to
     given of a poll not taken immediately.
<PAGE>

76.  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,  and the demand may be withdrawn at any time before the
     poll is taken,  whether  before or after the  termination of the meeting in
     question. If a poll is demanded on a declaration of the result of a show of
     hands and the demand is later  withdrawn in accordance  with the provisions
     of this Article,  then the  resolution in question shall be carried or lost
     (as the case may be) in accordance  with such  declaration  and an entry to
     that effect shall be made in the book of proceedings of the Company.

                                VOTES OF MEMBERS

77.  Subject  to any  special  terms as to voting  upon  which any shares may be
     issued  or may be for the  time  being be  held,  on a show of hands  every
     Member who is present  in person  shall have one vote,  and on a poll every
     Member who is  present in person or by proxy  shall have one vote for every
     four Ordinary  Shares of which he is holder.  Provided that on a poll every
     Member who is present  in person or by proxy  shall in respect of  Ordinary
     shares  held by him  otherwise  than  fully paid up have one vote for every
     (pound)1  in the  aggregate  paid up in  respect of the  nominal  amount of
     Ordinary Shares held by him.

78.  (A)  No member shall, unless the Board otherwise determines,  be entitled
          in respect  of any  share  in the  capital  of the  Company  held by
          him to be present or to vote at any General  Meeting or meeting of the
          holders of any class of shares in the  capital  of the  Company either
          personally  or by proxy, or be reckoned in the quorum for any such
          meeting or to exercise any other right  conferred by membership in
          relation to meetings of the Company or holders of any class of shares
          in the capital of the Company if any call or other sum  presently
          payable by him to the Company in respect of such share remains unpaid.

     (B)  If any Member, or any person  appearing to the Board to be interested
          in shares  held by such  Member,  has been duly  served  with a notice
          under  Section 212 of the Companies Act 1985 and is in default for the
          prescribed period in supplying to the Company the information  thereby
          required then the Board may in their  absolute  discretion at any time
          thereafter  serve a notice (a direction  notice")  upon such Member as
          follows:-

          (1)  a direction  notice may direct that,  in respect of the shares in
               relation to which the default occurred  ("default  shares"),  the
               Member  shall  not be  entitled  to be  present  or to  vote at a
               General  Meeting  or a  meeting  of the  holders  of any class of
               shares  of the  Company  either  personally  or by proxy or to be
               reckoned in the quorum for any such  meeting or to  exercise  any
               other right  conferred by  membership in relation to the meetings
               of the  Company  or of the  holders of any class of shares of the
               Company; and

          (2)  where the default shares represent at least 0.25 per cent. of the
               class  of  shares  concerned,   then  the  direction  notice  may
               additionally direct that:-

               (a)  in respect of the default shares any dividend or other money
                    which would  otherwise  be payable on such  shares  shall be
                    retained  by  the  Company  without  any  liability  to  pay
                    interest  thereon  when such  money is  finally  paid to the
                    Member; and/or
<PAGE>

               (b)  no transfer  other than an  approved  transfer of any shares
                    held by such Members shall be registered unless:

                    (i)  the  Member  is  not  himself  in  default  as  regards
                         supplying the information requested; and

                    (ii) the  transfer is of part only of the  Member's  holding
                         and when presented for registration is accompanied by a
                         certificate by the Member in a form satisfactory to the
                         Board to the effect that after due and careful  enquiry
                         the  Member is  satisfied  that no person in default as
                         regards supplying such information is interested in any
                         of the shares the subject of the transfer.

          The Company shall send to each other person appearing to be interested
          in the  shares  the  subject  of any  direction  notice  a copy of the
          notice,  but the failure or omission by the Company to do so shall not
          invalidate such notice.

     (C)  Any  direction  notice  shall cease to have effect not more than seven
          days after the earlier of the receipt by the Company of:

          (a)  a notice of an  approved  transfer,  but only in  relation to the
               shares transferred; or

          (b)  all the information required by the section 212 notice, in a form
               satisfactory to the Board.

     (D)  For the purpose of this Article:-

          (1)  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 either (a) names
               such person as being so  interested or (b) fails to establish the
               identities  of those  interested  in the shares and (after taking
               into account the said  notification  and any 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;

          (2)  the  prescribed  period in  respect of any  particular  Member is
               twenty-eight  days from the date of  service  of the said  notice
               under  Section 212 except where the default  shares  represent at
               least  0.25 per cent of the  class of shares  concerned  in which
               case such period shall be reduced to fourteen days;

          (3)  a transfer of shares is an approved transfer if but only if:-

               (a)  it is a  transfer  of  shares  to an  offeror  by  way or in
                    pursuance of  acceptance  of a takeover  offer for a company
                    (as defined in Section 14 of the Company Securities (Insider
                    Dealing) Act 1985); or
<PAGE>
               (b)  the  Directors  are  satisfied  that  the  transfer  is made
                    pursuant to a sale of the whole of the beneficial  ownership
                    of the shares to a party  unconnected with a Member and with
                    other persons appearing to be interested in such shares; or

               (c)  the  transfer  results from a sale made through a recognised
                    investment  exchange (as defined in the  Financial  Services
                    Act 1986) or any stock  exchange  outside the United Kingdom
                    on which the Company's shares are normally traded.

     (E)  Nothing  contained in this Article  shall limit the power of the Board
          under Section 216 of the Companies Act 1985.

79.  In the case of joint  holders of a share the vote of the senior who tenders
     a vote,  whether in person or by proxy,  shall be accepted to the exclusion
     of the votes of the other joint  holders,  and for this  purpose  seniority
     shall be determined by the order in which the names stand in the Register.

80.  A  corporation  being a member may by  resolution of its directors or other
     governing  body  authorise  such  person  as it  thinks  fit  to act as its
     representative  at any meeting of the Company or of any class of Members of
     the Company and the person so authorised  shall be entitled to exercise the
     same  powers on  behalf  of the  corporation  which he  represents  as that
     corporation could exercise if it were an individual Member of the Company.

81.  A Member in  respect  of whom an order  has been  made by any Court  having
     jurisdiction  (in the United  Kingdom or elsewhere)  in matters  concerning
     mental  disorder may vote,  whether on a show of hands or on a poll, by his
     committee, receiver, curator bonis or other person appointed by such Court,
     and such committee,  receiver,  curator bonis or other person may vote on a
     poll by proxy.

82.  No objection shall be raised to the  qualifications  of any voter 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.

83.  On a poll  votes may be given  either  personally  or by proxy and a Member
     entitled to more than one vote need not, if he votes,  use all his votes or
     cast all the votes he uses in the same way.

84.  The appointment of a proxy shall be in writing in any usual common form, or
     any other form which the Board may approve, under the hand of the appointor
     or of his attorney  duly  authorised  in writing or; if the  appointor be a
     corporation,  either under seal or under the hand of an officer or attorney
     duly authorised; or, if permitted by the Board, by Electronic Communication
     in the manner and form and  subject  to such  terms and  conditions  as the
     Board may decide.  The signature,  if any, of such  appointment need not be
     witnessed.

85.  A proxy need not be a Member of the Company. A Member may appoint more than
     one  proxy to attend on the same  occasion.  Deposit  or (in the case of an
     appointment by Electronic Communication) receipt of an appointment of proxy
     shall not  preclude  a Member  from  attending  and voting in person at the
     meeting or any adjournment thereof.
<PAGE>

86.  The appointment of 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,  or a copy certified in accordance with the provisions of the
     Powers of Attorney Act, 1971, shall

     (a)  in  the  case  of  an  appointment  not  contained  in  an  Electronic
          Communication,  be deposited at the Office (or such other place in the
          United  Kingdom  as  may be  specified  in the  Notice  convening  the
          meeting) not less than forty-eight hours before the time appointed for
          holding the meeting or adjourned  meeting at which the person named in
          the instrument proposes to vote; or

     (b)  in  the   case  of  an   appointment   contained   in  an   Electronic
          Communication,  where an address has been specified for the purpose of
          receiving Electronic Communications, for the appointment of proxies or
          voting by means of proxy in or by way of note to the notice  convening
          the  meeting,  or in any  other  document  sent  out  by  the  Company
          accompanying  such  Notice,  or  in  any  invitation  contained  in an
          Electronic Communication to appoint a proxy issued by the vote,Company
          in relation to the meeting,  be received at such address not less than
          forty-eight hours before the time appointed for holding the meeting or
          adjourned  meeting  at  which  the  person  named  in the  appointment
          proposes to vote; or

     (c)  in the case of a poll taken  subsequently  to the date of a meeting or
          adjourned   meeting  be  deposited  or  (in  the  case  of  Electronic
          Communication)  received  at such  address  not less than  twenty-four
          hours  before  the time  appointed  for the  taking of the poll and in
          default the appointment of the proxy shall not be treated as valid.

87.  If two or more valid but differing appointments of a proxy are delivered or
     (in the case of Electronic Communication) received in accordance with these
     Articles in respect of the same share for use at the same meeting,  the one
     which is last  delivered,  or, as the case may be,  received  as  aforesaid
     (regardless  of its date, its date of sending or the date of its execution)
     shall be treated  as  replacing  and  revoking  the others as regards  that
     share.  If the  Company  is unable to  determine  which  was  delivered  or
     received  last,  none of them  shall be treated as valid in respect of that
     share.

88.  The appointment of a proxy shall, unless the contrary is stated thereon, be
     valid as well for any  adjournment  of the meeting to which it relates.  No
     appointment of a proxy shall be valid after the expiration of twelve months
     from  the  date  named  in it as the  date of its  execution  except  at an
     adjourned  meeting or on a poll demanded at a meeting or adjourned  meeting
     in cases where the meeting was  originally  held within  twelve months from
     that date.

89.  A vote  given  (or  poll  demanded)  in  accordance  with  the  terms of an
     instrument  of proxy in accordance  wior in  accordance  with an Electronic
     Communication  appointing  a  proxy,  shall be  valid  notwithstanding  the
     previous  death  or  insanity  of  the  principal,  or  revocation  of  the
     appointment  of proxy or of the authority  under which it was executed,  or
     the transfer of the share in respect of which the  appointment  of 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 before or such other place (if any) as is specified  for  depositing
     the  appointment  of proxy  or,  where  the  appointment  of the  proxy was
     contained  in an  Electronic  Communication,  at the  address at which such
     appointment  was duly received,  before the  commencement of the meeting or
     adjourned  meeting,  or the taking of the poll at which the  appointment of
     proxy is used.
<PAGE>

90.  Subject to the  provisions of the Statutes,  a resolution in writing signed
     by all the Members for the time being  entitled to receive notice of and to
     attend and vote at General  Meetings (or being  corporations  by their duly
     authorised  representatives) shall be as valid and effective as if the same
     had been passed at a General Meeting of the Company duly convened and held,
     and may consist of two or more documents in like form each signed by one or
     more of the Members.

                                    DIRECTORS

91.  Unless and until  otherwise  determined by the Company in general  meeting,
     the Directors shall be not less than two.

92.  Each Director shall have power to appoint  either  another  Director or any
     person  approved for that  purpose by a  resolution  of the Board to act as
     alternate  Director in his place during his absence.  A person so appointed
     shall  (subject to his giving to the  Company an address  within the United
     Kingdom or an address for the purpose of Electronic Communications at which
     notices  may be  served  on him) be  entitled  to  receive  notices  of all
     meetings of the Board and, in the  absence  from the Board of the  Director
     appointing  him,  to  attend  and vote at  meetings  of the  Board,  and to
     exercise all the powers,  rights,  duties and  authorities  of the Director
     appointing  him. A Director  may at any time revoke the  appointment  of an
     alternate appointed by him, and subject to such approval as aforesaid where
     requisite  appoint  another  person in his  place.  The  appointment  of an
     alternate  Director shall cease and determine on the happening of any event
     which if he was a Director  would  render  him  legally  disqualified  from
     acting as a Director or if he has a receiving  order made against him or if
     he compounds with his creditors generally or if he becomes of unsound mind.
     An alternate Director need not hold a share  qualification and shall not be
     counted in  reckoning  the  maximum  number of  directors  allowed by these
     presents.  Any Director  acting as alternate  shall have an additional vote
     for each Director for whom he acts as alternate but shall count as only one
     for the purpose of  determining  whether a quorum be present.  An alternate
     Director  shall  ipso  facto  cease  to be an  alternate  Director  if  his
     appointor  ceases for any  reason to be a  Director,  provided  that if any
     Director  retires by rotation or otherwise  but is  re-elected  at the same
     meeting,  any appointment made by him pursuant to this Article which was in
     force immediately  before his retirement shall remain in force as though he
     had not retired.

93.  All appointments and removals of an alternate Director shall be effected by
     instrument  in writing  delivered at the Office and signed by the appointor
     or at some  other  address  which has been  specified  by the Board for the
     purpose of notifying  appointments  and removals of alternate  Directors by
     means  of  Electronic  Communications  in and  subject  to such  terms  and
     conditions,  if any, as the Board may decide.  In this Article reference to
     "in writing" shall include the use of Electronic Communications.

94.  Every  person  acting as an alternate  Director  shall be an officer of the
     Company,  and shall also be responsible to the Company for his own acts and
     defaults, and he shall not be deemed to be the agent of or for the Director
     appointing him. The  remuneration  of any such alternate  Director shall be
     payable out of the remuneration payable to the Director appointing him, and
     shall consist of such portion of the  last-mentioned  remuneration as shall
     be agreed between the alternate and the Director appointing him.
<PAGE>

95.  The Directors  shall be paid out of the funds of the Company by way of fees
     for their  services as  Directors  such sums (if any) as the Board may from
     time to time  determine  (not  exceeding  in the  aggregate  an annual  sum
     of(pound)1,000,000  or such  larger  amount as the  Company may by Ordinary
     Resolution  determine)  and such  remuneration  shall be divided  among the
     Directors  as the  Board  may by  resolution  determine  or,  failing  such
     determination,  equally,  except  that in such event any  Director  holding
     office for less than a year shall only rank in such  division in proportion
     to the period  during  which he has held  office  during  such  year.  Such
     remuneration  shall be  deemed  to accrue  from day to day.  The  Directors
     (including  alternate  Directors)  shall also be  entitled to be paid their
     reasonable  travelling,  hotel and  incidental  expenses of  attending  and
     returning  from meetings of the Board or committees of the Board or general
     meetings  or  otherwise  incurred  while  engaged  on the  business  of the
     Company.

     Payment may be made to any one or more  Directors  under this Article 95 by
     the  allotment  and issue to any such  Director of shares in the capital of
     the Company on such terms and subject to such  conditions  as the Board may
     determine  provided that the aggregate market value of the shares which may
     be so allotted and issued,  taken, in relation to the shares the subject of
     any particular commitment,  as at the date on which the commitment (whether
     conditional or  unconditional)  to do so was entered into, shall not exceed
     the  aggregate  annual sum which may be paid in fees to  Directors  for the
     year in respect of which that commitment is made.

96.  Any Director who is appointed to any executive  office or who serves on any
     committee or who devotes special  attention to the business of the Company,
     or who otherwise  performs  services  which in the opinion of the Board are
     outside the scope of the  ordinary  duties of a Director,  may be paid such
     extra remuneration by way of salary,  percentage of profits or otherwise as
     the Board may determine.

97.  A Director of the  Company may be or become a director or other  officer or
     other offices,  servant or member of or otherwise interested in any company
     promoted  by the  Company  or in which the  Company  may be  interested  as
     shareholder or otherwise,  and no such Director shall be accountable to the
     Company  for  any  remuneration  or  other  benefits  received  by him as a
     director or other officer servant or member of or from his interest in such
     other  company.  The Board may also exercise or procure the exercise of the
     voting power  conferred by the shares in any other company held or owned by
     the Company (and the Directors may exercise any voting rights to which they
     are  entitled  as  directors  of such other  Company) in such manner in all
     respects as they think fit, including the exercise thereof in favour of any
     resolution  appointing  the  members  of the  Board  or any of  them  to be
     directors or officers or servants of such other  company,  and fixing their
     remuneration  as such,  and each Member of the Board may vote as a Director
     of the Company in connection with any of the matters aforesaid.

98.  Subject to the  provisions  of the  Statutes a Director  may hold any other
     office or place of profit  under the  Company  (except  that of Auditor) in
     conjunction  with this office of Director and may act by himself or through
     his firm in a professional  capacity for the Company,  and in any such case
     on such terms as to  remuneration  and  otherwise as the Board may arrange.
     Any such remuneration shall be in addition to any remuneration provided for
     by any other Article.  No Director shall be disqualified by his office from
     entering into any Contract,  arrangement,  transaction or proposal with the
     Company, either with regard to his tenure of any such other office or place
     of profit or as vendor, purchaser or in any other manner whatever.  Subject
     to the Statutes,  no such  contract,  arrangement  transaction  or proposal
     entered into by or on behalf of the
<PAGE>
     Company in which any  Director or person  connected  with him is in any way
     interested,  whether directly or indirectly, shall be liable to be avoided,
     nor shall any  Director  who  enters  into any such  contract,  arrangement
     transaction or proposal or who is so interested be liable to account to the
     Company  for any  profit  realised  by any such  contract  or  arrangement,
     transaction  or proposal by reason of such Director  holding that office or
     of the fiduciary relation thereby established.

99.  A Director who 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 his interest  then  exists,  or in any
     other  case  at the  first  meeting  of  the  Board  after  he  becomes  so
     interested. A general notice to the Board given by a Director to the effect
     that he is a member of a specified company or firm and is to be regarded as
     interested  in  all  transactions  with  such  company  or  firm  shall  be
     sufficient  declaration  of  interest  under this  Article,  and after such
     general  notice  it  shall  not be  necessary  to give any  special  notice
     relating to any subsequent  transaction with such company or firm, provided
     that  either the notice 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.

100. (a)  Save as herein  provided, a Director shall not vote in respect of any
          contract or arrangement or any other proposal whatsoever in which he
          has any material interest otherwise than by virtue of his interests in
          shares or debentures or other securities of or otherwise in or through
          the Company.  A Director shall not be counted in the quorum at a
          meeting in relation to any resolution on which he is debarred from
          voting.

     (b)  A Director shall (in the absence of some other material  interest than
          is indicated below) be entitled to vote (and be counted in the quorum)
          in respect of any resolution  concerning any of the following matters,
          namely:-

          (i)  the  giving of any  security  or  indemnity  to him in respect of
               money lent or  obligations  incurred  by him at the request of or
               for the benefit of the Company or any of its subsidiaries.

          (ii) the  giving of any  security  or  indemnity  to a third  party in
               respect  of a debt or  obligation  of the  Company  or any of its
               subsidiaries for which he himself has assumed  responsibility  in
               whole or in part under a guarantee  or indemnity or by the giving
               of security.

          (iii)any  proposal  concerning  an offer of  shares of  debentures  or
               other  securities of or by the Company or any of its subsidiaries
               for  subscription  or  purchase  in  which  offer  he  is  to  be
               interested   as   a   participant   in   the    underwriting   or
               sub-underwriting thereof.

          (iv) any  proposal  concerning  any  other  company  in  which  he  is
               interested,  directly or indirectly  and whether as an officer or
               shareholder or otherwise howsoever, provided he is not the holder
               of or beneficially interested in 1 per cent or more of the issued
               shares of any class of such company or any third company  through
               which his interest is derived.
<PAGE>

          (v)  any proposals concerning the adoption,  modification or operation
               of a  superannuation  fund or  retirement  benefits  scheme under
               which he may benefit and which has been approved by or is subject
               to and  conditional  upon approval by the Board of Inland Revenue
               for taxation purposes.

          (vi) any proposal  concerning the adoption,  modification or operation
               of  any  scheme  for  enabling  employees   including  full  time
               Executive  Directors  of the  Company  and/or any  subsidiary  to
               acquire shares of the Company or any  arrangement for the benefit
               of  employees  of the  Company or any of its  subsidiaries  under
               which the Director  benefits in a similar manner to employees and
               which does not accord to any  Director as such any  privilege  or
               advantage  not  generally  accorded to the  employees to whom the
               scheme or arrangement relates.

          (vii)the purchase and/or  maintenance of any insurance as permitted by
               Article 166 below.

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

     (d)  Where  proposals are under  consideration  concerning the  appointment
          (including  fixing or varying the terms of appointment) of two or more
          Directors to offices or employments with the Company or any company in
          which the Company is  interested,  such  proposals  may be divided and
          considered  in relation to each Director  separately  and in such case
          each of the  Directors  concerned  (if not debarred  from voting under
          paragraph (b) (iv) of this Article)  shall be entitled to vote (and be
          counted  in the  quorum) in respect  of each  resolution  except  that
          concerning his own appointment.

     (e)  If any question shall arise at any meeting as to the  materiality of a
          Director's  interest or as to the  entitlement of any Director to vote
          and such  question  is not  resolved  by his  voluntarily  agreeing to
          abstain from voting,  such question  shall be referred to the Chairman
          of the meeting and his ruling in relation to any other  Director shall
          be final and conclusive except in a case where the nature or extent of
          the  interests  of  the  Director   concerned  have  not  been  fairly
          disclosed.

101. The Company may by Ordinary  Resolution  suspend or relax the provisions of
     Articles  98, 99 and 100 to any extent or ratify any  transaction  not duly
     authorised by reason of a contravention of such Articles.

102. Director  shall not be  required  to hold any  shares of the  Company  as a
     qualification for office,  but nevertheless shall be entitled to attend and
     speak  (but not to vote) at any  general  meeting  of,  or at any  separate
     meeting of the holders of any class of shares in, the Company.

103. Without prejudice to the provisions for retirement by rotation or otherwise
     hereinafter  contained,  the office of Director  shall be vacated in any of
     the events following, namely:-
<PAGE>
     (a)  if he resigns his office by writing under his hand left at the Office.

     (b)  if in  England  or  elsewhere  an Order is made by any court  claiming
          jurisdiction  in that  behalf on the ground  (however  formulated)  of
          mental disorder for his detention or for the appointment of a guardian
          or a receiver or other  person to exercise  powers with respect to his
          property or affairs.

     (c)  if, without leave, he be absent  otherwise than on the business of the
          Company,  from meetings of the Board for six consecutive  months,  and
          the Board resolve that his office be vacated.

     (d)  if he becomes prohibited by law from being a director of the Company.

     (e)  if he  ceases  to be a  Director  by  virtue  of  Section  293  of the
          Companies Act 1985.

                         POWERS AND DUTIES OF DIRECTORS

104. The  business  of the  Company  shall be managed  by the  Board,  which may
     exercise  all such  powers of the Company as are not by the Act or by these
     Articles  required  to be  exercised  by the  Company in  general  meeting,
     subject nevertheless to the provisions of these Articles and of the Act and
     to such regulations, being not inconsistent with such provisions, as may be
     prescribed by the Company in general  meeting,  but no regulations  made by
     the Company in general meeting shall  invalidate any prior act of the Board
     which  would have been  valid if such  regulations  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 Board by any other Article.

105. The Board may  establish  any 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,  and may delegate to any local
     board,  manager or agent any of the  powers,  authorities  and  discretions
     vested in the Board,  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,  and 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 so appointed,  and may annul
     or vary any such  delegation,  but no  person  dealing  in good  faith  and
     without  notice  of any such  annulment  or  variation  shall  be  affected
     thereby.

106. The Board may by power of attorney  appoint any company,  firm or person or
     any fluctuating body of persons,  whether nominated  directly or indirectly
     by the Board,  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 Board under these  Articles) and for
     such period and  subject to such  conditions  as it 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 Board 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.
<PAGE>

107. The Company may exercise the powers  conferred by the Statutes  with regard
     to having an  Official  Seal for use  abroad  and with  regard to having an
     official seal for sealing and evidencing securities,  and such powers shall
     be vested in the Board.

108. The Company may exercise the powers  conferred by the Statutes  with regard
     to the keeping of an Overseas Branch  Register,  and the Board may (subject
     to the provisions of the Statutes) make and vary such regulations as it may
     think fit respecting the keeping of any such register.

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

110. The  Board  shall  cause  minutes  to be made  in  books  provided  for the
     purpose:-

     (a)  of all appointments of officers made by the Board;

     (b)  of the  names of the  Directors  present  at each  Board or  Committee
          meeting;

     (c)  of all  resolutions and proceedings at all meetings of the Company and
          of the Board and of the Committees,

     and any such  minute  as  aforesaid,  if  purporting  to be  signed  by the
     Chairman of the  meeting at which the  proceedings  took  place,  or by the
     Chairman of the next succeeding meeting, shall be receivable as prima facie
     evidence of the matters  stated in such minutes  without any further proof.
     It shall not be necessary  for members of the Board  present at any meeting
     of the Board to sign their  names in the minute book or other book kept for
     recording attendance.

                                BORROWING POWERS

111. (A)  The Board may exercise all the powers of the Company to borrow or
          raise money  as  they  think  necessary  for the  purposes of the
          Company.  The aggregate  amount at any time owing by the Company
          and/or its  non-banking subsidiary  undertakings (as  hereinafter
          defined)  in  respect of moneys borrowed by it or them or any of them
          (inclusive of moneys borrowed by the Company or a non-banking
          subsidiary  undertaking from a banking subsidiary undertaking but
          exclusive  of  moneys  borrowed  by  the  Company  from a non-banking
          subsidiary  undertaking  and exclusive of moneys borrowed by a
          non-banking  subsidiary  undertaking  from another  non-banking
          subsidiary undertaking or from  the Company) shall not at any time,
          without  the previous sanction of the Company in general meeting,
          exceed whichever shall be the  greater of (pound)150 million and a sum
          equal to three times the aggregate of:-

               (i)  the nominal capital of the Company for the time being issued
                    and paid up;

               (ii) the share premium of the Company;
<PAGE>

               (iii)other  amounts  standing  to the credit of the  consolidated
                    capital  and  reserves  (including  but not  limited  to the
                    capital redemption reserve, the revaluation  reserve,  other
                    reserves and the profit and loss account);

               (iv) minority interests

               all as  shown  in a  consolidation  of the  then  latest  audited
               Balance  Sheets  of the  Company  and  each  of  its  non-banking
               subsidiary undertakings but after:-

          (a)  making such  adjustments  as may be appropriate in respect of any
               variation  in the  issued and  paid-up  share  capital  the Share
               Premium Account and the Capital Redemption Reserve of the Company
               since the date of its latest audited Balance Sheet;

          (b)  deducting  therefrom (i) an amount equal to any  distribution  by
               the Company or its  non-banking  subsidiary  undertakings  out of
               profits   earned  prior  to  the  date  of  the  latest   audited
               consolidated   Balance   Sheet  and  which  has  been   declared,
               recommended or made since that date except so far as provided for
               in such Balance Sheet or to the extent that a distribution from a
               non banking subsidiary  undertaking is received by the Company or
               another non banking subsidiary  undertaking;  (ii) all intangible
               assets  other  than  goodwill;  (iii)  any debit  balance  on any
               consolidated  reserve  to the  extent  that such  amount  has not
               already  been  deducted  from the reserves of the Company and its
               non banking subsidiary undertakings;

          (c)  adding thereto the total aggregate  amount of any sums which have
               been  charged to reserves in the said  consolidation  of the then
               latest  audited  Balance  Sheets of the  Company  and each of its
               non-banking  subsidiary   undertakings  in  respect  of  goodwill
               arising  (whether on  consolidation  or otherwise) as a result of
               the  acquisition  of any asset by the Company or its  non-banking
               subsidiary  undertakings  (a "relevant  asset")  after  deducting
               therefrom  a sum equal to the  aggregate  of the  amounts  of any
               permanent diminution in value of any of the relevant assets;

          (d)  making such other  adjustments as the Auditors for the time being
               of the Company consider appropriate.

     (B)  A Report by the  Auditors  for the time being of the Company as to the
          aggregate  amount  which  may at any one time in  accordance  with the
          provisions  of  paragraph  (A) of this Article be owing by the Company
          and its non-banking subsidiary undertakings,  without such sanction as
          aforesaid shall be conclusive in favour of the Company and all persons
          dealing with the Company.

     (C)       (i)  No such sanction  shall be required to the borrowing of any
                    sum of money intended to be applied and applied within six
                    months after such borrowing in the repayment (with or
                    without premium) of any moneys then already borrowed and
                    outstanding notwithstanding that the same may result in such
                    limit being exceeded; and

               (ii) in  calculating  the  amount of  "moneys  borrowed"  for the
                    purpose of this  Article  there shall be deducted the amount
                    of the cash and short-term  deposits and cash

<PAGE>
                    equivalents  of the Company and its  non-banking  subsidiary
                    undertakings  (other than any borrowed  moneys  permitted by
                    Article  111(C)(i) above and any cash,  short-term  deposits
                    and  cash  equivalents  held or made  in the  capacity  of a
                    trustee  of, or for or on  behalf  of,  any other  person or
                    persons). For the purpose of this Article "cash equivalents"
                    means short term, highly liquid investments that are readily
                    convertible  into  known  amounts  of  cash  and  which  are
                    purchased  as  part of cash  management  activities  to earn
                    interest or similar  income  rather than to make  investment
                    gains.

     (D)  No lender or other person  dealing with the Company shall be concerned
          to see or  enquire  whether  the said  limit is  observed  and no debt
          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  at the time the debt was  incurred or the
          security  that  the  limit  hereby  imposed  had  been or was  thereby
          exceeded.

     (E)  The Board shall take all necessary  steps  (including  the exercise of
          all voting and other  rights or powers of control  exercisable  by the
          Company in relation to its subsidiary  undertakings) for securing that
          the aggregate  amount at any one time outstanding in respect of moneys
          borrowed by all or any of the non-banking  subsidiary  undertakings of
          the  Company,  exclusive  as  aforesaid,  shall  never  (without  such
          sanction as aforesaid)  when added to the amount (if any) for the time
          being owing in respect of moneys borrowed by the Company, exclusive as
          aforesaid, exceed the said limit.

     (F)  In this Article,  the  expressions  following  shall have the meanings
          hereinafter mentioned, that is to say:-

          "subsidiary undertaking" means a company which is for the time being a
          subsidiary undertaking of the Company as that expression is defined by
          Statutes.

          "non-banking subsidiary undertaking" means a subsidiary undertaking of
          the  Company  which  is  not  a  banking  subsidiary   undertaking  as
          hereinafter defined.

          "banking  subsidiary  undertaking"  means any  subsidiary  undertaking
          which is a bank authorised  under the Banking Act or other  subsidiary
          undertaking the major part of the business of which for the time being
          consists of the lending of money and/or the taking of deposits  and/or
          the  holding  of the  equity  share  capital  of any  such  subsidiary
          undertaking  and/or  the  co-ordination  of  the  activities  of  such
          subsidiary undertaking.

     (G)  The Board may borrow or raise any such money as  aforesaid  upon or by
          the issue or sale of any bonds,  debentures  or  securities,  and upon
          such terms as to the time of  repayment,  rate of  interest,  price of
          issue  or  sale,  payment  of  premium  or bonus  upon  redemption  or
          repayment or otherwise as they may think proper  including a right for
          the holder of bonds, debentures or securities to exchange the same for
          shares in the Company of any class authorised to be issued.

     (H)  Subject as  aforesaid  the Board may secure or provide for the payment
          of any moneys to be  borrowed  authorised  by a mortgage  of or charge
          upon all or any part of the  undertaking  or property of the  Company,
          both present and future,  and upon any capital  remaining  unpaid
<PAGE>
          upon the shares of the  Company  whether  called up or not,  or by any
          other security,  and the Board may confer upon any mortgagee or person
          in whom any  debenture or security is vested such rights and powers as
          they think  necessary or expedient,  and they may vest any property of
          the  Company in trustees  for the  purpose of  securing  any moneys so
          borrowed or raised, and confer upon the trustees or any receiver to be
          appointed by them or by any debenture-holder such rights and powers as
          the  Board  may  think  necessary  or  expedient  in  relation  to the
          undertaking  or  property of the  Company,  or the  management  of the
          realisation  thereof or the making,  receiving  or  enforcing of calls
          upon the members in respect of unpaid capital , and otherwise, and may
          make and issue  debentures  to  trustees  for the  purpose  of further
          security, and any such trustees may be remunerated.

     (I)  The Board may give  security for the payment of any moneys  payable by
          the  Company in like  manner as for the  payment of money  borrowed or
          raised,  but in such case the  amount  shall for the  purposes  of the
          above limitation be reckoned as moneys borrowed.

                              PROCEEDINGS OF BOARD

112. (A)  The Board may meet together for the despatch of business  adjourn and
          otherwise regulate its meetings as it thinks fit. Questions arising at
          any meeting shall be determined by a majority of votes.  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 Board meeting.  It shall not be necessary to give
          notice of a Board meeting to any Director for the time being absent
          from the United Kingdom.

     (B)  Any Director or member of a committee of the Board may  participate in
          a meeting of the  Directors or such  committee by means of  conference
          telephone  or similar  communications  equipment  whereby  all persons
          participating  in the meeting can hear each other and any  Director or
          member of a committee  participating in a meeting in this manner shall
          be deemed to be present in person at such meeting.

113. The quorum  necessary for the  transaction of the business of the Board may
     be fixed by the Board and unless so fixed at any other number shall be two.

114. Notice of a Board  Meeting  shall be deemed to be duly  given to a Director
     whether  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  absent or  intending  to be
     absent or  intending  to be absent from the United  Kingdom may request the
     Board that notices of Board Meetings shall,  during his absence, be sent in
     writing to him at his last known  address or any other address given by him
     to the Company for this purpose,  whether or not out of the United Kingdom.
     In this  Article,  reference to "in writing"  include the use of Electronic
     Communication  delivered  to an  address  which  has  been  specified  by a
     Director  for the  purpose of his  receiving  notices of board  meetings by
     means of Electronic Communications subject to such terms and conditions, if
     any , as the Board may decide.

115. The continuing Directors may act notwithstanding any vacancy in their body,
     but if and so long as their  number be  reduced  below the  minimum  number
     fixed by or in accordance with these Articles the continuing  Directors may
     not for the purpose of filling up  vacancies  in their body or
<PAGE>
     of summoning general meetings of the Company but not for any other purpose,
     and may act for  either  of the  purposes  aforesaid  whether  or not their
     number be reduced  below the number  fixed by or in  accordance  with these
     Articles as the quorum.

116. The Board may elect a Chairman  and  deputy-Chairman  of its  meetings  and
     determine the period for which they are respectively to hold office.  If no
     such Chairman or deputy-Chairman  be elected,  or if at any meeting neither
     the Chairman nor the  deputy-Chairman  be present within five minutes after
     the time appointed for holding the same,  Directors  present may choose one
     of their number to be Chairman of the meeting.

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

118. The Board may delegate any of its powers to committees,  whether consisting
     of a member or members of its body or not, as it thinks fit. Any  committee
     so formed shall, in the exercise of the powers so delegated, conform to any
     regulations that may be imposed on it by the Board.

119. The meetings and  proceedings  of any  committee  consisting of two or more
     members shall be governed by the provisions herein contained for regulating
     the meetings and proceedings of the Board so far as the same are applicable
     and are not  superseded by any  regulations  imposed by the Board under the
     last preceding Article.

120. A resolution  in writing  signed by all the  Directors  entitled to receive
     notice of a meeting of the Board or by all the members of a  committee  for
     the time being shall be as valid and effectual as a resolution  passed at a
     meeting of the Board or, as the case may be, of such  committee duly called
     and  constituted.  Such  resolution  may be contained in one document or in
     several  documents in like form each signed by one or more of the Directors
     or members of the committee  concerned PROVIDED THAT such a resolution need
     not be signed by an alternate  Director if it is signed by the Director who
     appointed him.

121. All acts  done by any  Board or  committee  or by any  person  acting  as a
     Director,  notwithstanding it be afterwards  discovered that there was some
     defect in the  appointment or continuance in office of any such Director or
     person  acting  as  aforesaid  or that  any of them was  disqualified  from
     holding  office or not  entitled  to vote,  or that they or any of them had
     vacated  office,  shall be as valid as if every  such  person had been duly
     appointed,  was qualified,  had continued to be a Director and was entitled
     to vote.

                                ROTATION OF BOARD

122. At every annual  general  meeting  one-third of the  Directors for the time
     being or if their  number  is not  three or a  multiple  of three  then the
     number  nearest to but not  exceeding  one-third  shall  retire from office
     provided  that no  Director  shall be  required  to retire  pursuant to the
     provision of this Article more frequently than every third year. A Director
     retiring at a meeting shall retain office until the close or adjournment of
     the meeting.

123. The  Directors  to  retire  on each  occasion  shall be those who have been
     longest in office  since their last  election,  but as between  persons who
     became or were last  re-elected  Directors  on the same day those to retire
     shall (unless they otherwise agree among  themselves) be determined by
<PAGE>
     lot.  The length of time a Director  has been in office  shall be  computed
     from  his last  election  or  appointment  when he has  previously  vacated
     office.

124. A Director retiring by rotation shall, subject to the Statutes, be eligible
     for re-election.

125. Subject  to  Article  127 the  Company  at the  meeting at which a Director
     retires in manner  aforesaid  may fill up the vacated  office by electing a
     person thereto unless at such meeting it is expressly  resolved not to fill
     up such vacated office. The Company may also in general meeting (subject to
     the provisions of Article 127) 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 the  maximum
     number fixed by or in accordance with these Articles.

126. A single resolution for the appointment of two or more persons as Directors
     shall not be put at any General Meeting,  unless a resolution that it shall
     be so put has first been  agreed to by the  meeting  without any vote being
     given against it.

127. No person,  other than a Director  retiring at the meeting,  shall,  unless
     recommended  by the Board,  be  eligible  for  election  to the office of a
     Director at any general  meeting  unless,  not less than seven and not more
     than twenty-one clear days before the day appointed for the meeting,  there
     shall have been  given to the  Secretary  notice in writing by some  Member
     duly  qualified to be present 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 the person to be proposed of his willingness to
     be elected.

128. If at any meeting at which an election of Directors ought to take place the
     place of any retiring Director is not filled up such Director,  if offering
     himself for re-election,  shall be deemed to have been re-elected unless at
     such  meeting it be  expressly  resolved not to fill up such place unless a
     motion that he be re-elected is put to the meeting and defeated.

129. The Company in general meeting may from time to time increase or reduce the
     number of Directors and may also  determine in what rotation such increased
     or reduced number is to go out of office.

130. Without  prejudice  to the  power of the  Company  in  general  meeting  in
     pursuance of any of the  provisions of these Articles to appoint any person
     to be a  Director,  the Board shall have power at any time and from time to
     time to appoint  any person  (subject  to the  Statutes)  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  dissolution  of the next
     following  annual  general  meeting  unless he is  re-elected  during  that
     meeting and he shall not be taken into account in determining the Directors
     who are to retire by rotation at such meeting.

131. The Company may by ordinary  resolution  of which  special  notice has been
     given in  accordance  with the  Statutes,  remove any  Director  before the
     expiration  of his  period  of  office  notwithstanding  anything  in these
     Articles or in any agreement  between the Company and such  Director.  Such
     removal shall be without prejudice to any claims such director may have for
     damages for breach of any contract of service  between him and the Company.
     The  Company  may  (subject  to  Article  127 or to the  provisions  of the
     Statutes  as the case may be) by an  ordinary
<PAGE>
     resolution  appoint  another  person in his stead.  The person so appointed
     shall be  subject  to  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 but this  provision  shall not prevent him from
     being eligible for re-election.

                        MANAGING AND EXECUTIVE DIRECTORS

132. Subject to the Statutes the Board may from time to time appoint one or more
     of its body to the  office of  Executive  Chairman,  Managing  Director  or
     Assistant  Managing  Director  or to such other  executive  office for such
     period and upon such terms as it thinks fit and  subject to the  provisions
     of any  agreement  entered  into in any  particular  case,  may revoke such
     appointment.  The  appointment  of a director so appointed  shall  (without
     prejudice  to any claim he may have for damages for breach of any  contract
     of service  between him and the Company) ipso facto  determine if he ceases
     from any cause to be a Director.

133. A Managing Director,  Assistant Managing Director or other Director holding
     executive office shall receive such remuneration (whether by way of salary,
     commission  or  participation  in profits,  or  otherwise) as the Board may
     determine,  and either in addition to or in lieu of his  remuneration  as a
     Director.

134. The Board may entrust to and confer upon an  Executive  Chairman,  Managing
     Director,  Assistant  Managing Director or other Director holding executive
     office any of the powers  exercisable  by it upon such terms and conditions
     and with such  restrictions as it thinks fit, and either  collaterally with
     or to the  exclusion of its own powers,  and may from time to time (subject
     to the terms of any agreement  entered into in any particular case) revoke,
     withdraw, alter or vary all or any of such powers.

                                    SECRETARY

135. Subject to the Statutes,  the Secretary shall be appointed by the Board for
     such term, at such  remuneration  and upon such  conditions as it may think
     fit; and any Secretary so appointed may be removed by the Board.  No person
     shall be appointed or hold office as Secretary who is:-

     (a)  the sole Director of the Company; or

     (b)  a  corporation  the sole director of which is the sole Director of the
          Company; or

     (c)  the sole director of a  corporation  which is the sole Director of the
          Company.

          The  Board  may  from  time to time if  there  is no  Secretary  or no
          Secretary capable of acting by resolution  appoint any person to be an
          assistant  or  deputy  Secretary  to  exercise  the  functions  of the
          Secretary.

136. A provision of the Act or these  Articles  requiring or authorising a thing
     to be done by or to a Director and the Secretary  shall 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.

<PAGE>

                             PENSIONS AND ALLOWANCES

137. The Board may  exercise  all the  powers  of the  Company  to give or award
     pensions,  annuities,  gratuities and superannuation or other allowances or
     benefits to any persons  who are or have at any time been  Directors  of or
     employed  by or in the  service  of the  Company  or  its  predecessors  in
     business or of any company which is a subsidiary or subsidiary  undertaking
     of or related to or associated  with the Company or any such  subsidiary or
     subsidiary  undertaking  and  to the  wives,  widows,  children  and to the
     relatives  and  dependants  of any such  persons  and to any  person who is
     otherwise  connected  or  related  thereto  and  may  establish,  maintain,
     support,  subscribe to and  contribute to all kinds of Schemes,  Trusts and
     Funds (whether  contributory or  non-contributory)  for the benefit of such
     persons  as are  hereinbefore  referred  to or any of them or any  class of
     them,  and so that any Director shall be entitled to receive and retain for
     his own benefit any such  pension,  annuity,  gratuity,  allowance or other
     benefit (whether under any such fund or scheme or otherwise).

                                    THE SEAL

138. Neither  the  Seal nor any  official  Seal  kept  under  Section  40 of the
     Companies  Act 1985  shall  be  affixed  to any  instrument  except  in the
     presence  or by the  authority  of at least two  Directors  or at least one
     Director and the  Secretary  and such  Directors or Director and  Secretary
     shall sign every instrument to which either is so affixed in their presence
     or by their authority except that all forms of certificate for shares stock
     or debentures or representing  any other form of security may be issued and
     sealed  by the  Registrars  of the  Company  if  there  shall be in force a
     Resolution of the Board to this effect and all forms of certificates  shall
     bear the autographic  signatures of one or more Directors and the Secretary
     unless there shall be for the time being in force a Resolution of the Board
     that the same need not be signed or  countersigned  by any person (in which
     event  no  signature  or  counter  signature  shall be  required)  and such
     signatures may if the Board so resolves be affixed by mechanical means.

139. The Board may obtain such number of devices  for  affixing  the seal or any
     official  seal kept pursuant to Section 40 of the Companies Act 1985 to any
     instrument as they shall think necessary or expedient and may in particular
     deliver  such a device to any  Registrars  of the  Company  whether  in the
     United  Kingdom or abroad,  provided  that the Board shall  provide for the
     safe custody of the Seal and any official  seal kept pursuant to section 40
     of the Companies Act 1985 and shall take such steps as may appear necessary
     to prevent any unauthorised use of any such device.

                                    DIVIDENDS

140. The Company in general  meeting may from time to time declare  dividends to
     be paid to the  Members  according  to their  rights and  interests  in the
     profits,  but no  dividend  shall  be  declared  in  excess  of the  amount
     recommended by the Board.

141. Subject to the  rights of  persons,  if any,  entitled  to shares  with any
     priority,  preference or special rights as to dividend, all dividends shall
     be declared  and paid  according  to the  amounts  paid up on the shares in
     respect  whereof the dividend is paid,  but no amount paid up on a share in
     advance of calls shall be treated for the  purposes of this Article as paid
     up on the  share.  All  dividends  shall be  apportioned  and paid pro rata
     according  to the  amounts  paid up on the shares
<PAGE>
     during  any  portion  or  portions  of the  period in  respect of which the
     dividend is paid; but if a share be issued on terms providing that it shall
     rank for  dividend  as from a  particular  date such  share  shall rank for
     dividend accordingly.

142. The Board may from time to time pay to the Members such  interim  dividends
     as appear to the Board to be justified  by the profits of the Company;  the
     Board may also pay the fixed dividend  payable on any shares of the Company
     half-yearly  or otherwise on fixed dates,  whenever  such  profits,  in the
     opinion of the Board, justify that course.

143. The Board may deduct  from any  dividend  payable to any Member all sums of
     money (if any) presently  payable by him to the Company on account of calls
     or otherwise.

144. No dividend or other moneys  payable on or in respect of a share shall bear
     interest against the Company. No dividend or interim dividend shall be paid
     otherwise  than in accordance  with the  provisions  of the Statutes  which
     apply to the Company.

145. All dividends  interest and other sums  unclaimed for one year after having
     been declared may be invested or otherwise made use of by the Directors for
     the benefit of the Company until  claimed.  All  dividends  unclaimed for a
     period of twelve years after having been  declared  shall be forfeited  and
     shall  revert  to the  Company.  The  payment  of any  unclaimed  dividend,
     interest  or other  moneys  payable by the  Company on or in respect of any
     share into a separate  account shall not  constitute  the Company a trustee
     thereof.

146. Every  dividend  shall be paid  (subject  to the  Company's  lien) to those
     Members who shall be on the Register at the date fixed by the Directors for
     the purpose of determining the persons  entitled to such dividend  (whether
     the date of payment  or some other  date)  notwithstanding  any  subsequent
     transfer or transmission of shares.

147. Any dividend, interest or other sum payable in cash to the holder of shares
     may be paid by direct debit, bank transfer,  cheque, warrant or money order
     and may remit the same by post  addressed  to the holder at his  registered
     address or, in the case or joint  holders,  addressed  to the holder  whose
     name stands  first on the  Register  in respect of the  shares,  or to such
     person  and such  address  as the  holder or joint  holders  may in writing
     direct,  and the Company shall not be responsible  for any loss of any such
     cheque, warrant or order. Every such cheque, order or warrant shall, unless
     the holder or joint holders  otherwise direct, be made payable to the order
     of the registered holder or, in the case of joint holders,  to the order of
     the  holder  whose name  stands  first on the  Register  in respect of such
     shares,  the  payment  of such  cheque,  warrant  or order  shall be a good
     discharge  to the  Company.  Any one or two or more joint  holders may give
     effectual  receipts for any dividends or other moneys payable in respect of
     the shares  held by such joint  holders.  If on two  consecutive  occasions
     cheques,  warrants or orders in payment of dividends  or moneys  payable in
     respect of any share have been sent through the post in accordance with the
     provisions  of this  Article but have been  returned,  undelivered  or left
     uncashed  during the periods  which the same are valid the Company need not
     thereafter  dispatch further cheques or warrants in payment of dividends or
     other moneys  payable in respect of the share in question  until the Member
     or other person entitled thereto shall have  communicated  with the Company
     or has supplied in writing to the Office an address for the purpose.
<PAGE>

148. Any general meeting  declaring a dividend may, upon the  recommendation  of
     the Board,  direct payment or  satisfaction  of such dividend  wholly or in
     part by the distribution of specific  assets,  and in particular of paid-up
     shares or debentures of any other company,  and the Board shall give effect
     to such  direction,  and  where  any  difficulty  arises  in regard to such
     distribution  the  Board  may  settle  it as it  thinks  expedient,  and in
     particular  may  issue  fractional  certificates  and  fix  the  value  for
     distribution  of any  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 secure equality of  distribution  and may
     vest any such  specific  assets in  trustees  upon  trust  for the  persons
     entitled to the dividend as may seem expedient to the Board.

149. The Board may before recommending any dividend set aside out of the profits
     of the Company such sums as it thinks proper as a reserve or reserves which
     shall,  at the  discretion of the Board,  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  as the Board may from
     time to time think fit.  The Board may divide the reserve into such special
     funds as they  think fit,  and may  consolidate  into one fund any  special
     funds or any parts of any  special  funds into which the  reserve  may have
     divided as they think fit. The Board may also  without  placing the same to
     reserve carry forward any profits which it may think prudent not to divide.

                            CAPITALISATION OF PROFITS

150. Subject to the provisions of Article 151, the Board may capitalise any part
     of the  amount  for the time  being  standing  to the  credit of any of the
     Company's reserve accounts (including any share premium account and capital
     redemption  reserve)  or to the credit of the profit and loss  account  (in
     each case, whether or not such amounts are available for distribution), and
     appropriate the sum resolved to be capitalised either:-

     (i)  to the  holders of Shares on the  Register at the close of business on
          such date as may be specified in the resolution of the General Meeting
          granting  authority  for  such  capitalisation  who  would  have  been
          entitled  thereto if  distributed  by way of dividend  and in the same
          proportions; or

     (ii) to such  number of the  holders of Shares who may,  in relation to any
          dividend or dividends,  validly  accept  (whether  before or after the
          date of adoption or  alteration of this Article) an offer or offers on
          such terms and  conditions as the Board may determine  (and subject to
          such  exclusions  or other  arrangements  as the  Board  may  consider
          necessary or  expedient  to deal with legal or  practical  problems in
          respect of  overseas  shareholders  or in respect of shares  held by a
          depositary  or its  nominee) to receive new Shares,  credited as fully
          paid,  in lieu  of the  whole  or any  part of any  such  dividend  or
          dividends (any such offer being called a "Scrip Dividend Offer")

          and the  Board  shall  apply  such sum on their  behalf  either  in or
          towards  paying up any  amounts,  if any, for the time being unpaid on
          any shares held by such holders  respectively  or in paying up in full
          at par  unissued  shares or  debentures  of the Company to be allotted
          credited  as  fully  paid  up to such  holders  (where  paragraph  (i)
          applies,  in the proportion  aforesaid),  or partly in the one way and
          partly in the other.
<PAGE>

151. (A)  The  authority of the Company in General  Meeting shall be required
          for the Board to implement any Scrip Dividend Offer (which authority
          may extend to one or more offers) and may be given at any time,
          whether  before or after the making or any acceptance of the Scrip
          Dividend Offer).

     (B)  The authority of the Company in General  Meeting shall be required for
          any capitalisation pursuant to paragraph (i) of Article 150 above.

     (C)  A share premium account and a capital redemption reserve and any other
          amounts which are not available for distribution  (and, in the case of
          a Scrip  Dividend  Offer,  any other  reserve  and the profit and loss
          account)  may, for the purposes of Article 150, only be applied in the
          paying up of  unissued  shares to be  allotted to holders of Shares of
          the  Company  credited  as fully paid  (and,  in the case of any Scrip
          Dividend  Offer,  such shares shall be allotted in accordance with the
          terms of such Offer).

152. Whenever a  capitalisation  requires to be  effected,  the Board may do all
     acts and things  which they may  consider  necessary  or  expedient to give
     effect thereto, with full power to the Board to make such provision as they
     think fit for the case of shares or debentures  becoming  distributable  in
     fractions  (including   provisions  whereby  fractional   entitlements  are
     disregarded  or the benefit  thereof  accrues to the Company rather than to
     the Members  concerned) and also to authorise any person to enter on behalf
     of all Members  concerned into an agreement with the Company  providing for
     any such  capitalisation  and matters  incidental thereto and any agreement
     made under such authority shall be effective and binding on all concerned.

                                    ACCOUNTS

153. The Board shall cause accounting  records to be kept in accordance with the
     Statutes.

154. The  accounting  records  shall be kept at the  Office  or,  subject to the
     Statutes,  at such  other  place or  places  as the Board may think fit and
     shall always be open to the  inspection of the Directors and other officers
     of the Company.  No Members  (other than a Director or other officer) shall
     have any right of inspecting any account or book or document of the Company
     except as conferred by law or authorised by the Board.

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

156. A  printed  copy of  every  balance  sheet  and  profit  and  loss  account
     (including  every document  required by law to be annexed thereto) which is
     to be laid before the Company in general  meeting and of the Directors' and
     Auditors'  reports shall (in accordance with and subject as provided by the
     Statutes) not less than  twenty-one  days before the date of the meeting be
     sent to every Member  (whether or not he is entitled to receive  notices of
     General  Meetings of the Company) and to every holder of  debentures of the
     Company (whether or not he is so entitled) and to every other person who is
     entitled to receive notices of General  Meetings of the Company under these
     Articles  or the  Statutes  and the  number  of  copies  of  each of  these
     documents for the time being required under the regulations and practice of
     The London  Stock  Exchange  and shall at the same time be forwarded to the
     Secretary of the Quotations Department, The London Stock
<PAGE>
     Exchange,  provided  that this  Article  shall not  require a copy of these
     documents  to be sent to any  person of whose  address  the  Company is not
     aware or to more than one of the joint  holders of any shares or debentures
     and provided  further  that a summary  financial  statement  may be sent to
     Members instead of such balance sheet,  profit and loss account,  annexures
     and reports insofar as is permitted under the Statutes.

                                      AUDIT

157. Auditors shall be appointed and their duties  regulated in accordance  with
     the Statutes.

                                     NOTICES

158. Any  notice or other  document  may be served by the  Company on any Member
     either  personally  or by sending it through  the post in a prepaid  letter
     addressed  to such member at his  registered  address as  appearing  in the
     Register  or at any other  address in the United  Kingdom  which the Member
     shall have given in writing to the  Company as his  address  for service by
     giving it using Electronic  Communications to an address for the time being
     notified  for  that  purpose  to the  Company  by the  Member  in a  manner
     specified by the Board or as otherwise  permitted by the  Statutes.  In the
     case of joint holders of a share, all notices shall be given to that one of
     the joint holders  whose name stands first in the  Register,  and notice so
     given shall be sufficient notice to all the joint holders.

159. Any Member  described  in the  Register by an address not within the United
     Kingdom who shall, from time to time, give to the Company an address within
     the  United  Kingdom  at which  notices  may be  served  upon him  shall be
     entitled  to have  notices  served  upon him at such  address,  but save as
     aforesaid  no Member  other than a Member  described  in the Register by an
     address  within the United  Kingdom shall be entitled to receive any notice
     from the Company  even if he has  supplied  an address for the  purposes of
     receiving Electronic Communications.

160. If at any time by reason of the  suspension  or any  curtailment  of postal
     services in the United Kingdom or of Electronic  Communication  systems the
     Company is unable  effectively to convene a General Meeting by notices sent
     through  the apost or (in the case of those  Members  in respect of whom an
     address has for the time being been notified to the Company,  in the manner
     specified  by the Board,  for the purpose of giving  notices by  Electronic
     Communication)  by  Electronic  Communication  a  General  Meeting  may  be
     convened  by a notice  advertised  on the same  date in at least  two daily
     newspapers with appropriate  circulation and 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 or (as the case may be) using
     Electronic  Communication  if at least  seven days prior to the date of the
     Meeting the posting of notices to addresses  throughout  the United Kingdom
     or (as the case may be) the sending of notices by Electronic  Communication
     again becomes practicable.

161. Service of the notice (or other document) shall be deemed to be effected by
     properly addressing,  prepaying, and posting a letter containing the notice
     (or  other  document),  and to have  been  effected  at the  latest  within
     twenty-four hours if prepaid as first-class and within seventy-two hours if
     prepaid as second-class  after the letter containing the same is posted or,
     in the case of a notice  (or other  document)  contained  in an  Electronic
     Communication, at the expiration of forty-
<PAGE>
     eight hours after the time it was sent;  and in proving  service of letters
     (or other  document  sent by post) it shall be sufficient to prove that the
     letter containing the same was properly  addressed and stamped and put into
     a post  office.  Proof that a notice (or other  document)  contained  in an
     Electronic  Communication was sent in accordance with guidance from time to
     time issued by the Institute of Chartered  Secretaries  and  Administrators
     shall be conclusive evidence that the notice was given.

162. A notice (or other  document)  may be given by the  Company to the  persons
     entitled to a share in  consequence  of the death or bankruptcy of a member
     by sending it by Electronic  Communication or through the post in a prepaid
     letter addressed to them by name, or by the title of representatives of the
     deceased or trustee of the  bankrupt,  or by any like  description,  at the
     address,  if any, within the United Kingdom or address used for the purpose
     of  Electronic  Communication  supplied  for  the  purpose  by the  persons
     claiming to be so entitled, or (until such an address has been so supplied)
     by giving the notice (or other document) in any manner  including by way of
     Electronic  Communication  in which the same  might  have been given if the
     death or bankruptcy had not occurred.

163. Subject to such  restrictions  affecting the right to receive notice as are
     for the time being applicable to the holders of any class of shares, notice
     of  every  General  Meeting  shall  be  given  in any  manner  hereinbefore
     authorised to:-

     (a)  every Member except those  Members who (having no  registered  address
          within the United Kingdom) have not supplied to the Company an address
          within the United Kingdom for the giving of notices to them;

     (b)  the Auditor for the time being of the Company;

     (c)  the Directors and (if any) alternative Directors.

     No   other person shall be entitled to receive notices of General Meetings.

                            ELECTRONIC COMMUNICATIONS

164. Notwithstanding  anything in these Articles to the contrary, but subject to
     the Statutes:

     (a)  any notice or other  document to be given or sent to any person by the
          Company is also to be treated as given or sent where:

          (i)  the  Company and that person have agreed that any notice or other
               document  required to be given or sent to that person may instead
               be accessed by him on a web site;

          (ii) the  meeting  (in the  case of a  notice  of  meeting)  or  other
               document  (in any  other  case)  is one to which  that  agreement
               applies;

          (iii)that person is  notified,  in a manner for the time being  agreed
               between him and the Company,  of the publication of the notice or
               (as the case may be) other document on a web site, the address of
               that web site and the place on that web site  where
<PAGE>
               the notice or (as the case may be) other document may be accessed
               and how it may be accessed;

          (iv) in the case of a notice of  meeting,  such  notice of  meeting is
               published  in  accordance  with  Article  164(b)  below  and  the
               notification referred to in (iii) above states that it concerns a
               notice  of a  company  meeting  served  in  accordance  with  the
               Companies  Act 1985;  specifies  the place,  date and time of the
               meeting;  and states  whether  the  meeting is to be an annual or
               extraordinary general meeting; and

          (v)  in the  case of a  document  referred  to in  section  238 of the
               Companies  Act 1985,  and in the case of a document  comprising a
               summary  financial  statement  referred  to in section 251 of the
               Companies Act 1985, such document is published in accordance with
               Article 164(b) below;

          and, in the case of a notice of meeting or other  document so treated,
          such notice or other document is to be treated as so given or sent, as
          the case may be, at the time of the  notification  mentioned  in (iii)
          above; and

     (b)  where a notice of meeting or other  document  is  required  by Article
          164(a)(iv)  or (v)  above to be  published  in  accordance  with  this
          Article 164(b), it shall be treated as so published only if:

          (i)  in the case of a notice of meeting,  the notice is  published  on
               the web site  throughout the period  beginning with the giving of
               the  notification  referred to in Article  164(a)(iii)  above and
               ending with the conclusion of the relevant meeting; and

          (ii) in the case of a document referred to in Article 164(a)(v) above,
               the document is published on the web site  throughout  the period
               beginning  at  least  twenty-one  days  before  the  date  of the
               relevant  meeting and ending with the  conclusion  of the meeting
               and the notification  referred to in Article 164(a)(iii) above is
               given  not  less  than  twenty-one  days  before  the date of the
               meeting,

          but so that  nothing  in this  Article  164(b)  shall  invalidate  the
          proceedings  of the  meeting  where the  notice or other  document  is
          published for a part, but not all, of the period  mentioned in (i) or,
          as the case may be,  (ii) of this  Article  164(b) and the  failure to
          publish the notice or other document  throughout that period is wholly
          attributable to circumstances which it would not be reasonable to have
          expected the Company to prevent or avoid; and

     (c)  The Board may from time to time make such  arrangements or regulations
          (if any) as they may from  time to time in their  absolute  discretion
          think fit in relation to the giving of notices or other  documents  by
          Electronic  Communication  by or to the Company and  otherwise for the
          purpose of implementing  and/or  supplementing the provisions of these
          Articles  and the Statutes in relation to  Electronic  Communications;
          and such  arrangements and regulations (as the case may be) shall have
          the same effect as if set out in this Article.
<PAGE>
                                   WINDING-UP

165. If the Company shall be wound up the  Liquidator  may, with the sanction of
     an  extraordinary  resolution  of  the  contributories,  divide  among  the
     contributories in specie or kind the whole or any part of the assets of the
     Company  (whether  they shall  consist of property of the same kind or not)
     and for such  purpose may set such value as he deems fair upon any property
     to be divided as aforesaid and may  determine  how such  division  shall be
     carried  out  as  between  the   contributories  or  different  classes  of
     contributories and may, with the like sanction,  vest the whole or any part
     of such  assets  in  trustees  upon  such  trusts  for the  benefit  of the
     contributories as the Liquidator, with the like sanction shall think fit.

                                    INDEMNITY

166. Subject to the  provisions  of the  Statutes  but without  prejudice to any
     indemnity to which the person  concerned may  otherwise be entitled,  every
     Director,  Managing Director,  Manager,  Officer and Auditor of the Company
     shall be  indemnified  out of the assets of the Company  against all costs,
     charges,  expenses,  losses or liabilities  incurred by him in or about the
     execution  of the duties of his office or  otherwise  in relation  thereto,
     including a  liability  incurred  by him or the  Auditor in  defending  any
     proceedings,  whether civil or criminal, in which judgement is given in his
     favour, or in which he is acquitted,  or in connection with any application
     in which relief is granted to him by the Court and the Company may purchase
     and maintain for any such Director,  Managing Director, Manager, Officer or
     Auditor  insurance  against any such costs,  charges,  expenses,  losses or
     liabilities  including  any  liability  which by  virtue of any rule of law
     would otherwise  attach to him or the Auditor in respect of any negligence,
     default,  breach  of duty or  breach  of trust of which he may be guilty in
     relation to the Company.

167. (A)  The Company  shall be entitled to sell at the best price  reasonably
          obtainable any share or stock of a Member or any share or stock to
          which a person is entitled by transmission if and provided that:-

          (i)  for a period of twelve  years no  cheque or  warrant  sent by the
               Company  through the post in a prepaid  letter  addressed  to the
               member or to the person  entitled by transmission to the share or
               stock at his  address  on the  Register  or other the last  known
               address   given  by  the  Member  or  the  person   entitled   by
               transmission  to which  cheques and  warrants  are to be sent has
               been cashed and no communication has been received by the Company
               from the Member or the person entitled by  transmission  provided
               that in such  period of  twelve  years at least  three  dividends
               whether  interim  or final on or in respect of the share or stock
               in question have become payable and no such dividend  during that
               period has been claimed; and

          (ii) the  Company has at the  expiration  of the said period of twelve
               years by  advertisement  in both a leading London daily newspaper
               and in a newspaper  circulating  in the area in which the address
               referred to in  paragraph  (i) of this  Article is located  given
               notice of its intention to sell such share or stock; and
<PAGE>

          (iii)the  Company has not during the  further  period of three  months
               after the date of the  advertisement and prior to the exercise of
               the power of sale received any  communication  from the member or
               person entitled by transmission; and

          (iv) the Company has first given  notice in writing to the  Quotations
               Department of The London Stock  Exchange of its intention to sell
               such shares or stock.

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