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                                  EXHIBIT 3.2

                          COMPANIES ACTS, 1963 TO 1999
                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       OF

                        SMARTFORCE PUBLIC LIMITED COMPANY

           (adopted by a special resolution passed on 31st March 1995
                    and amended by special resolutions passed
    on 6th July 1995, 28th April 1998, 26th January 2000 and 10th July 2001)

                              PART I - PRELIMINARY

1.     Interpretation

       (a)    The Regulations contained in Table A in the First Schedule to the
              Companies Act 1963 shall not apply to the Company.

       (b)    In these Articles the following expressions shall have the
              following meanings:

              "the Acts"              the Companies Acts 1963 to 1990 including
                                      any statutory modification or re-enactment
                                      thereof for the time being in force

              "these Articles"        these Articles of Association as from time
                                      to time altered by resolution of the
                                      Company

              "the Auditors"          the auditors for the time being of the
                                      Company


              "Board"                 the board of directors for the time being
                                      of the Company

              "clear days"            in relation to the period of a notice,
                                      that period excluding the day the notice
                                      is given, the day the notice is deemed to
                                      be received and the day for which it is
                                      given or on which it is to take effect

              "the Directors"         the directors for the time being of the
                                      Company or the directors present at a
                                      meeting of the Board of directors and
                                      includes any person occupying the position
                                      of director by whatever name called


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              "the holder"            in relation to any share the member whose
                                      name is entered in the Register as the
                                      holder of the share

              "the Office"            the registered office for the time being
                                      of the Company

              "the Ordinary           ordinary shares of E0.11 each in the
              Shares"                 capital of the Company

              "the Register"          the register of members to be kept as
                                      required by the Acts

              "the Seal"              the common seal of the Company or (where
                                      relevant) the official securities seal
                                      kept by the Company pursuant to the Acts

              "the Secretary"         any person appointed to perform the duties
                                      of the secretary of the Company

              "the State"             the Republic of Ireland

       (c)    Expressions referring to writing shall, unless the contrary
              intention appears, be construed as including references to
              printing, lithography, photography and any other modes of
              representing or reproducing words in a visible form. The
              expression "executed" shall include any mode of execution whether
              under seal or under hand.

       (d)    Unless specifically defined herein or the context otherwise
              requires, words or expressions contained in these Articles shall
              bear the same meaning as in the Acts but excluding any statutory
              modification thereof not in force upon the date of adoption of
              these Articles.

       (e)    Reference to Articles are to Articles of these Articles. The
              headings and captions included in these Articles are inserted for
              convenience of reference only and shall not be considered a part
              of or affect the construction or interpretation of these Articles.

                       PART II - SHARE CAPITAL AND RIGHTS

2.     Share Capital

       The share capital of the Company is E13,200,000 divided into 120,000,000
       Ordinary Shares of E0.11 each.

3.     Rights of Shares on Issue


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       Without prejudice to any special rights conferred on the holders of any
       existing shares or class of shares and subject to the provisions of the
       Acts any share may be issued with such rights or restrictions as the
       Company may by ordinary resolution determine.

4.     Redeemable Shares

       Subject to the provisions of the Acts redeemable shares may be issued by
       the Company and redeemed accordingly.

5.     Purchase of Own Shares

       Subject to the provisions of the Acts the Company may purchase its own
       shares (including any redeemable shares) and enter into a contingent
       purchase contract for the purchase of its shares.

6.     Variation of Rights

(a)    Whenever the share capital of the Company is divided into different
       classes of shares, the rights attaching to any class may be varied or
       abrogated with the consent in writing of the holders of three-fourths of
       the issued shares of that class, or with the sanction of a special
       resolution passed at a separate general meeting of the holders of the
       shares of that class and may be so varied or abrogated either whilst the
       Company is a going concern or during or in contemplation of a winding-up.

(b)    Unless otherwise provided by the rights attaching to any shares, the
       rights attaching to any shares shall be deemed to be varied by the
       reduction of the capital paid up on those shares and by the allotment of
       further shares ranking in priority for payment of a dividend or in
       respect of capital or which confer on the holders voting rights more
       favourable than those conferred by such first mentioned shares, but shall
       not otherwise be deemed to be varied by the creation or issue of further
       shares.

(c)    To every separate general meeting of the holders of shares of any class
       all the provisions of these Articles relating to general meetings of the
       Company or to the proceedings thereat shall, mutatis mutandis, apply,
       except that in respect of any class where all of the shares are held by
       only one shareholder then for the purposes of a general meeting of the
       holders of shares of that class the necessary quorum shall be one person
       and in all other cases the necessary quorum shall be two persons at least
       present in person or by proxy and holding or representing by proxy
       one-third in nominal amount of the issued shares of the class of shares
       (but so that if at any adjourned meeting of such holders a quorum as
       above defined is not present, those members who are present in person or
       by proxy shall be a quorum), and that any holder of shares of the class
       present in person or by proxy may demand a poll and that the holders of
       shares of the class shall, on a poll, have one vote in respect of every
       share of the class held by them respectively.

7.     Trusts not Recognised


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       Except as required by law, no person shall be recognised by the Company
       as holding any share upon any trust and the Company shall not be bound by
       or be compelled in any way to recognise (even when having notice thereof)
       any equitable, contingent, future or partial interest in any share or any
       interest in any fractional part of a share or (except only as by these
       Articles or by law otherwise provided) any other rights in respect of any
       share except an absolute right to the entirety thereof in the holder.
       This shall not preclude the Company from requiring the members or a
       transferee of shares to furnish the Company with information as to the
       beneficial ownership of any share when such information is reasonably
       required by the Company.

8.     Allotment of Shares

       No allotment of shares shall be made which would result in a change in
       control of the Company unless such allotment has first been approved by
       the shareholders of the Company in general meeting.

9.     Payment of Commission

       The Company may exercise the powers of paying commissions conferred by
       the Acts. Subject to the provisions of the Acts, any such commission may
       be satisfied by the payment of cash or by 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.

10.    Financial Assistance

       Except as provided in these Articles or as permitted by the Acts, the
       Company shall not give, whether directly or indirectly and whether by
       means of a loan, guarantee, the provision of security or otherwise, any
       financial assistance for the purpose of or in connection with a purchase
       or subscription made or to be made by any person for any shares in the
       Company or in its holding company.

                          PART III - SHARE CERTIFICATES

11.    Issue of Certificates

       Every member shall be entitled without payment to one certificate for all
       the shares of each class held by him or several certificates each for one
       or more of his shares upon payment for every certificate after the first
       of such reasonable sum as the Directors may determine provided that the
       Company shall not be bound to issue more than one certificate for shares
       held jointly by several persons and delivery of a certificate to one
       joint holder shall be a sufficient delivery to all of them. Every
       certificate shall be sealed with the Seal and shall specify the number,
       class and distinguishing numbers (if any) of the shares to which it
       relates and the amount or respective amounts paid up thereon.

12.    Balance and Exchange Certificates

(a)    Where some only of the shares comprised in a share certificate are
       transferred the old certificate shall be cancelled and a new certificate
       for the balance of such shares shall be issued in lieu without charge.


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(b)    Any two or more certificates representing shares of any one class held by
       any member may at his request be cancelled and a single new certificate
       for such shares issued in lieu without charge. If any member shall
       surrender for cancellation a share certificate representing shares held
       by him and request the Company to issue in lieu two or more share
       certificates representing such shares in such proportions as he may
       specify, the Directors may, if they think fit, comply with such request.

13.    Renewal of Certificates

       If a share certificate is defaced, worn-out, lost, stolen or destroyed,
       it may be renewed on such terms (if any) as to evidence and indemnity and
       payment of the expenses incurred by the Company in investigating evidence
       as the Directors may determine but otherwise free of charge and (in the
       case of defacement or wearing-out) on delivery of the old certificate.

                            PART IV - LIEN ON SHARES

14.    Extent of Lien

       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) payable at a fixed time or called in respect of that share. The
       Directors may at any time 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 moneys payable in respect of it.

15.    Power of Sale

       The Company may sell in such manner as the Directors determine any share
       on which the Company has a lien if a sum in respect of which the lien
       exists is presently payable and is not paid within fourteen clear days
       after notice demanding payment (and stating that if the notice is not
       complied with the shares may be sold) has been given to the holder of the
       share or to the person entitled to it by reason of the death or
       bankruptcy of the holder.

16.    Power to Effect Transfer

       To give effect to a sale the Directors may authorise some person to
       execute an instrument of transfer of the shares sold to, or in accordance
       with the directions of, the purchaser. The transferee shall be entered in
       the Register as the holder of the shares comprised in any such transfer
       and he shall not be bound to see to the application of the purchase
       moneys nor shall his title to the shares be affected by any irregularity
       in or invalidity of the proceedings in reference to the sale.

17.    Proceeds of Sale

       The proceeds of the sale, after payment of the costs, shall be applied in
       payment of so much of the sum for which the lien exists as is presently
       payable and any residue shall (upon surrender to the Company for
       cancellation of the certificate for the shares sold and subject to a like
       lien for any moneys not


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       presently payable as existed upon the shares before the sale) be paid to
       the person entitled to the shares at the date of the sale.

                     PART V - CALLS ON SHARES AND FORFEITURE

18.    Making of Calls

       Subject to the terms of allotment, the Directors may make calls upon the
       members in respect of any moneys unpaid on their shares (whether in
       respect of nominal value or premium) and each member shall (subject to
       receiving at least fourteen clear days' notice specifying when and where
       payment is to be made) pay to the Company as required by the notice the
       amount called on his shares. A call may be required to be paid by
       instalments. A call may, before receipt by the Company of a sum due
       thereunder, be revoked in whole or in part and payment of a call may be
       postponed in whole or in part. A person upon whom a call is made shall
       remain liable for calls made upon him notwithstanding the subsequent
       transfer of the shares in respect whereof the call was made.

19.    Time of Call

       A call shall be deemed to have been made at the time when the resolution
       of the Directors authorising the call was passed.

20.    Liability of Joint Holders

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

21.    Interest on Calls

(a)    If a call remains unpaid after it has become due and payable the person
       from whom it is due and payable shall pay interest on the amount unpaid
       from the day it became due until the day it is paid at the rate fixed by
       the terms of allotment of the share or in the notice of the call or, if
       no rate is fixed, at the appropriate rate (as defined by the Companies
       (Amendment) Act 1983) but the Directors may waive payment of the interest
       in whole or in part.

(b)    The Directors may, if they think fit, receive from any member willing to
       advance the same, all or any part of the moneys uncalled and unpaid upon
       any shares held by him and upon all or any of the moneys so advanced may
       (until the same would, but for such advance, become payable) pay interest
       at such rate not exceeding (unless the Company in general meeting
       otherwise directs) 5 per cent per annum, as may be agreed upon between
       the Directors and the member paying such sum in advance.

22.    Instalments Treated as Calls

       An amount payable in respect of a share on allotment or at any fixed
       date, whether in respect of nominal value or premium or as an instalment
       of a call, shall be deemed to be a call and if it is not paid


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       the provisions of these Articles shall apply as if that amount had become
       due and payable by virtue of a call.

23.    Power to Differentiate

       Subject to the terms of allotment, the Directors may make arrangements on
       the issue of shares for a difference between the holders in the amounts
       and times of payment of calls on their shares.

24.    Notice Requiring Payment

       If a call remains unpaid after it has become due and payable the
       Directors may give the person from whom it is due not less than fourteen
       clear days notice requiring payment of the amount unpaid together with
       any interest which may have accrued. The notice shall name the place
       where payment is to be made and shall state that if the notice is not
       complied with the shares in respect of which the call was made will be
       liable to be forfeited.

25.    Forfeiture

       If the notice is not complied with any share in respect of which it was
       given may, before the payment required by the notice has been made, be
       forfeited by a resolution of the Directors and the forfeiture shall
       include all dividends or other moneys payable in respect of the forfeited
       share and not paid before the forfeiture. The Directors may accept a
       surrender of any share liable to be forfeited hereunder.

26.    Power of Disposal

       Subject to the provisions of the Acts, a share forfeited (or surrendered
       in lieu thereof) may be sold, re-allotted or otherwise disposed of on
       such terms and in such manner as the Directors may determine either to
       the person who was before forfeiture the holder thereof or to any other
       person and at any time before any such sale, re-allotment or other
       disposition, the forfeiture may be cancelled on such terms as the
       Directors may think fit. Where for the purposes of its disposal such a
       share is to be transferred to any person the Directors may authorise some
       person to execute an instrument of transfer of the share to that person.

27.    Effect of Forfeiture

       A person any of whose shares have been forfeited or surrendered shall
       cease to be a member in respect of them and shall deliver to the Company
       for cancellation the certificate(s) for the shares forfeited or
       surrendered but shall remain liable to pay to the Company all moneys
       which at the date of forfeiture or surrender were payable by him to the
       Company in respect of those shares with interest at the rate at which
       interest was payable on those moneys before the forfeiture or, if no
       interest was so payable, at the appropriate rate (as defined in the Acts)
       from the date of forfeiture or surrender until the date of payment but
       the Directors may waive payment in whole or in part or enforce payment
       without any allowance for the value of the shares at the time of
       forfeiture or surrender or for any consideration received on their
       disposal.


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28.    Statutory Declaration

       A statutory declaration by a Director or the Secretary that a share has
       been forfeited or surrendered on a specified date shall be conclusive
       evidence of the facts stated in it as against all persons claiming to be
       entitled to the share and the declaration shall (subject to the execution
       of an instrument of transfer if necessary) constitute a good title to the
       share and the person to whom the share is disposed of shall be registered
       as the holder of the share and shall not be bound to see to the
       application of the consideration, if any, nor shall his title to the
       share be affected by any irregularity in or invalidity of the proceedings
       in reference to the forfeiture, surrender, sale, re-allotment or other
       disposal of the share.

                          PART VI - TRANSFER OF SHARES

29.    Instrument of Transfer

       The instrument of transfer of any share shall be in writing in any usual
       form or in any other form which the Directors may approve. Any instrument
       of transfer shall be executed by or on behalf of the transferor and
       (except in the case of fully paid shares) by the transferee.

30.    Refusal to Register Transfer

(a)    The Directors may, in their absolute discretion and without giving any
       reason therefor, refuse to register the transfer of a share not being a
       fully paid share.

(b)    The Directors may also refuse to register any transfer (whether or not it
       is in respect of a fully paid share) unless:

       (i)    it is lodged at the Office or at such other place as the Directors
              may appoint and is accompanied by the certificate of the shares to
              which it relates and such other evidence as the Directors may
              reasonably require to show the right of the transferor to make the
              transfer;

       (ii)   it is in respect of only one class of shares; and

       (iii)  it is in favour of not more than four transferees.

31.    Procedure on Refusal

       If the Directors refuse to register a transfer they shall, within two
       months after the date on which the transfer was lodged with the Company,
       send to the transferee notice of the refusal.

32.    Closing of Transfer Books

       The registration of transfers of shares or of transfers of any class of
       shares may be suspended at such times and for such periods (not exceeding
       thirty days in each year) as the Directors may determine.

33.    Absence of Registration Fees


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       No fee shall be charged for the registration of any instrument of
       transfer or other document relating to or affecting the title to any
       share.

34.    Retention of Transfer Instruments

       The Company shall be entitled to retain any instrument of transfer which
       is registered, but any instrument of transfer which the Directors refuse
       to register shall be returned to the person lodging it when notice of the
       refusal is given.

                        PART VII - TRANSMISSION OF SHARES

35.    Death of Member

       If a member dies the survivor or survivors where he was a joint holder
       and his personal representatives where he was a sole holder or the only
       survivor of joint holders, shall be the only persons recognised by the
       Company as having any title to his interest in the shares, but nothing
       herein contained shall release the estate of a deceased member from any
       liability in respect of any share which has been jointly held by him.

36.    Transmission on Death or Bankruptcy

       A person becoming entitled to a share in consequence of the death or
       bankruptcy of a member may, upon such evidence being produced as the
       Directors may properly require, elect either to become the holder of the
       share or to have some person nominated by him registered as the
       transferee. If he elects to become the holder he shall give notice to the
       Company to that effect. If he elects to have another person registered he
       shall execute an instrument of transfer of the share to that person. All
       of these Articles relating to the transfer of shares shall apply to the
       notice or instrument of transfer as if it were an instrument of transfer
       executed by the member and the death or bankruptcy of the member had not
       occurred.

37.    Rights before Registration

       A person becoming entitled to a share by reason of the death or
       bankruptcy of a member (upon supplying to the Company such evidence as
       the Directors may reasonably require to show his title to the share)
       shall have the rights to which he would be entitled if he were the holder
       of the share, except that he shall not, before being registered as the
       holder of the share, be entitled in respect of it to attend or vote at
       any meeting of the Company or at any separate meeting of the holders of
       any class of shares in the Company, so, however, that the Directors 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 ninety days, the Directors may thereupon withhold
       payment of all dividends, bonuses or other moneys payable in respect of
       the share until the requirements of the notice have been complied with.


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                     PART VIII - ALTERATION OF SHARE CAPITAL

38.    Increase of Capital

       The Company may from time to time by ordinary resolution increase the
       share capital by such sum, to be divided into shares of such amount, as
       the resolution shall prescribe.

39.    Consolidation, Sub-Division and Cancellation of Capital The Company may
       by ordinary resolution:

       (i)    consolidate and divide all or any of its share capital into shares
              of larger amount;

       (ii)   subject to the provisions of the Acts, subdivide its shares, or
              any of them, into shares of smaller amount (and so that the
              resolution whereby any share is sub-divided may determine that, as
              between the holders of the shares resulting from such
              sub-division, one or more of the shares may, as compared with the
              others, have any such preferred, deferred or other rights or be
              subject to any restrictions as the Company has power to attach to
              unissued or new shares); or

       (iii)  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.

40.    Fractions on Consolidation

       Subject to the provisions of these Articles, whenever as a result of a
       consolidation of shares any members would become entitled to fractions of
       a share, the Directors may, on behalf of those members, either elect to
       sell the shares representing the fractions for the best price reasonably
       obtainable to any person and distribute the proceeds of sale in due
       proportion among those members, and the Directors may authorise some
       person to execute an instrument of transfer of the shares to, or in
       accordance with the directions of, the purchaser or elect, should they
       consider it appropriate, that no payment shall be made in respect of
       fractions of shares. The transferee 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 in or invalidity of the proceedings in
       reference to the sale.

41.    Reduction of Capital

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


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                           PART IX - GENERAL MEETINGS

42.    Annual General Meeting

       The Company shall in each year hold a general meeting as its annual
       general meeting in addition to any other meeting in that year, and shall
       specify the meeting as such in the notice calling it.

43.    Extraordinary General Meeting

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

44.    Convening General Meetings

       The Directors may convene general meetings. Extraordinary general
       meetings may also be convened on such requisitions, or in default, may be
       convened by such requisitionists and in such manner as may be provided by
       the Acts. If at any time there are not within the State 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 general meetings
       may be convened by the Directors.

45.    Notice of General Meetings

(a)    Subject to the provisions of the Acts allowing a general meeting to be
       called by shorter notice, an annual general meeting and an extraordinary
       general meeting called for the passing of a special resolution shall be
       called by at least twenty-one clear days notice and all other
       extraordinary general meetings shall be called by at least fourteen clear
       days notice. The notice shall specify the time and place of the meeting
       and the general nature of the business to be transacted. It shall also
       give particulars of any Directors who are to retire by rotation or
       otherwise at the meeting and of any persons who are recommended by the
       Directors for appointment or re-appointment as Directors at the meeting,
       or in respect of whom notice has been duly given to the Company of the
       intention to propose them for appointment or re-appointment as Directors
       at the meeting. Subject to any restrictions imposed on any shares, notice
       shall be given to all the members, to all persons entitled to a share by
       reason of the death or bankruptcy of a member, to the Directors and the
       Auditors.

(b)    The accidental omission to give notice of a meeting to, or the
       non-receipt of notice of a meeting by, any person entitled to receive
       notice shall not invalidate the proceedings at the meeting.


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                    PART X - PROCEEDINGS AT GENERAL MEETINGS

46.    Quorum for General Meetings

(a)    No business other than the appointment of a chairman shall be transacted
       at any general meeting unless a quorum of members is present at the time
       when the meeting proceeds to business. Except as provided in relation to
       an adjourned meeting, three persons entitled to vote upon the business to
       be transacted and together holding not less than one-third of the voting
       share capital of the Company in issue, each being a member or a proxy for
       a member or a duly authorised representative of a corporate member, shall
       be a quorum.

(b)    If such a quorum is not present within half an hour from the time
       appointed for the meeting the meeting shall stand adjourned to the same
       day in the next week at the same time and place, or to such time and
       place as the Directors may determine. If at the adjourned meeting such a
       quorum is not present within half an hour from the time appointed for the
       meeting, one person entitled to be counted in a quorum present at the
       meeting shall be a quorum.

47.    Chairman of General Meetings

(a)    The chairman of the Board of Directors or, in his absence, the deputy
       chairman (if any) or, in his absence, some other Director nominated by
       the Directors shall preside as the chairman at every general meeting of
       the Company. If at any general meeting none of such persons shall be
       present within fifteen minutes after the time appointed for the holding
       of the meeting and willing to act, the Directors present shall elect one
       of their number to be the chairman of the meeting and, if there is only
       one Director present and willing to act, he shall be the chairman.

(b)    If at any meeting no Director is willing to act as the chairman or if no
       Director is present within fifteen minutes after the time appointed for
       holding the meeting, the members present shall choose one of their number
       to be the chairman of the meeting.

48.    Directors and Auditors Right to Attend General Meetings

       A Director shall, notwithstanding that he is not a member, be entitled to
       attend and speak at any general meeting and at any separate meeting of
       the holders of any class of shares in the Company. The Auditors shall be
       entitled to attend any general meeting and to be heard on any part of the
       business of the meeting which concerns them as the Auditors.

49.    Adjournment of General Meetings

       The chairman may, with the consent of a meeting at which a quorum is
       present (and shall if so directed by the meeting) adjourn the meeting
       from time to time (or sine die) and from place to place, but no business
       shall be transacted at any adjourned meeting other than business which
       might properly have been transacted at the meeting had the adjournment
       not taken place. Where a meeting is adjourned sine


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       die, the time and place for the adjourned meeting shall be fixed by the
       Directors. When a meeting is adjourned for fourteen days or more or sine
       die, at least seven clear days' notice shall be given specifying the time
       and place of the adjourned meeting and the general nature of the business
       to be transacted. Save as aforesaid it shall not be necessary to give any
       notice of an adjournment.

50.    Determination of Resolutions

       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 duly demanded. Unless a poll is so
       demanded a declaration by the Chairman that a resolution has been carried
       or carried unanimously, or by a particular majority, or lost, or not
       carried by a particular majority and an entry to that effect in the
       minutes of the meeting shall be conclusive evidence of the fact without
       proof of the number or proportion of the votes recorded in favour of or
       against the resolution. The demand for a poll may, before the poll is
       taken, be withdrawn but only with the consent of the chairman and a
       demand so withdrawn shall not be taken to have invalidated the result of
       a show of hands declared before the demand was made.

51.    Entitlement to Demand a Poll

       Subject to the provisions of the Acts, a poll may be demanded:

       (i)    by the chairman of the meeting;

       (ii)   by at least three members present (in person or by proxy) having
              the right to vote at the meeting;

       (iii)  by any member or members present (in person or by proxy)
              representing not less than one-tenth of the total voting rights of
              all the members having the right to vote at the meeting; or

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

52.    Taking of a Poll

(a)    Except as provided in Article 52(b) a poll shall be taken in such manner
       as the chairman directs and he may appoint scrutineers (who need not be
       members) and fix a time and place for declaring the result of the poll.
       The result of the poll shall be deemed to be the resolution of the
       meeting at which the poll was demanded.

(b)    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 either forthwith or at such time (not being more
       than thirty days after the poll is demanded) and place as the chairman of
       the meeting may direct. 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 was demanded. If a poll is demanded before
       the


                                     - 13 -
<PAGE>

       declaration of the result of a show of hands and the demand is duly
       withdrawn, the meeting shall continue as if the demand had not been made.

(c)    No notice need be given of a poll not taken forthwith if the time and
       place at which it is to be taken are announced at the meeting in respect
       of which it is demanded. In any other case at least seven clear days
       notice shall be given specifying the time and place at which the poll is
       to be taken.

53.    Written Resolution of Members

       Subject to section 141 of the Companies Act 1963 a resolution in writing
       executed by or on behalf of each member who would have been entitled to
       vote upon it if it had been proposed at a general meeting shall be as
       valid and effective as if it had been passed at a general meeting duly
       convened and held and may consist of several instruments in the like form
       each executed by or on behalf of one or more members. If the resolution
       in writing is described as a special resolution or as an extraordinary
       resolution it shall have effect accordingly.

54.    Votes of Members

       Votes may be given either personally or by proxy. Subject to any rights
       or restrictions for the time being attaching to any class or classes of
       shares, on a show of hands every member present in person and every proxy
       shall have one vote, so, however, that no individual shall have more than
       one vote and, on a poll, every member shall have one vote for every share
       of which he is the holder.

55.    Chairman's Casting Vote

       Where there is an equality of votes, whether on a show of hands or on a
       poll, the chairman of the meeting at which the show of hands takes place
       or at which the poll is demanded, shall be entitled to a casting vote in
       addition to any other vote he may have.

56.    Voting by Joint Holders

       Where there are joint holders of a share, the vote of the senior who
       tenders a vote, whether in person or by proxy, in respect of such share
       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 of the holders stand in the Register.

57.    Voting by Incapacitated Holders

       A member of unsound mind, or in respect of whom an order has been made by
       any court having jurisdiction (whether in the State or elsewhere) in
       matters concerning mental disorder may vote, whether on a show of hands
       or on a poll, by his committee, receiver, guardian or other person
       appointed by that court, and any such committee, receiver, guardian or
       other person may vote by proxy on a show of hands or on a poll. Evidence
       to the satisfaction of the Directors of the authority of the person
       claiming to exercise the right to vote shall be deposited at the Office
       or at such other place as is


                                     - 14 -
<PAGE>

       specified in accordance with these Articles for the deposit of
       instruments of proxy, not less than forty-eight hours before the time
       appointed for holding the meeting or adjourned meeting at which the right
       to vote is to be exercised and, in default, the right to vote shall not
       be exercisable.

58.    Default in Payment of Calls

       No member shall be entitled to vote at any general meeting or any
       separate meeting of the holders of any class of shares in the Company
       either in person or by proxy, in respect of any share held by him unless
       all moneys presently payable by him in respect of that share have been
       paid.

59.    Time for Objection to Voting

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

60.    Proxy Voting

       The instrument appointing a proxy shall be in writing in any usual form
       or in any other form which the Directors may approve and shall be
       executed by or on behalf of the appointor. The signature on such
       instrument need not be witnessed. A proxy need not be a member of the
       Company. A member may appoint more than one proxy to attend on the same
       occasion.

61.    Deposit of Proxy Instruments

       The instrument appointing a proxy and any authority under which it is
       executed or a copy, certified notarially or in some other way approved by
       the Directors, shall be deposited at such place or one of such places (if
       any) within the State as may be specified for that purpose in or by way
       of note to the notice convening the meeting (or, if no place is so
       specified, at the Office) not less than forty-eight hours before the time
       appointed for the holding of the meeting or adjourned meeting or (in the
       case of a poll taken otherwise than at or on the same day as the meeting
       or adjourned meeting) for the taking of the poll at which it is to be
       used and, in default, shall not be treated as valid. Provided that:

       (i)    in the case of a meeting which is adjourned to, or a poll which is
              to be taken on a date which is less than seven days after the date
              of the meeting which was adjourned or at which the poll was
              demanded, it shall be sufficient if the instrument of proxy and
              any such authority and clarification thereof as aforesaid, is
              lodged with the Secretary at the commencement of the adjourned
              meeting or the taking of the poll; and

       (ii)   an instrument of proxy relating to more than one meeting
              (including any adjournment thereof) having once been so delivered
              for the purposes of any meeting shall not require again to be
              delivered for the purposes of any subsequent meeting to which it
              relates.

62.    Effect of Proxy Instruments


                                     - 15 -
<PAGE>

       Deposit of an instrument of proxy in respect of a meeting shall not
       preclude a member from attending and voting at the meeting or at any
       adjournment thereof. The instrument appointing a proxy shall, unless the
       contrary is stated therein, be valid as well as for any adjournment of
       the meeting as for the meeting to which it relates.

63.    Effect of Revocation of Proxy

       A vote given or poll demanded by proxy or by the duly authorised
       representative of a body corporate shall be valid notwithstanding the
       death or insanity of the principal or resignation of the authority of the
       person voting or demanding a poll unless notice of the determination was
       received by the Company at the Office before the commencement of the
       meeting or adjourned meeting at which the proxy is used or at such other
       place at which the instrument of proxy was duly deposited, before the
       commencement of the meeting or adjourned meeting at which the vote is
       given or the poll demanded or (in the case of a poll taken otherwise than
       on the same day as the meeting or adjourned meeting) the time appointed
       for taking the poll.

                               PART XI - DIRECTORS

64.    Number of Directors

       Subject to the provisions of Articles 12(d) and 13(i), the number of
       Directors (other than alternate Directors) shall not be more than ten
       unless otherwise determined by ordinary resolution.

65.    Ordinary Remuneration of Directors

       The ordinary remuneration of the Directors shall from time to time be
       determined by an ordinary resolution of the Company and shall (unless
       such resolution shall otherwise provide) be divisible among the Directors
       as they may agree, or, failing agreement, equally, except that any
       Director who shall hold office for part only of the period in respect of
       which such remuneration is payable shall be entitled only to rank in such
       division for a proportion of the remuneration related to the period
       during which he has held office.

66.    Special Remuneration of Directors

       Any Director who holds any executive office (including for this purpose
       the office of chairman or deputy chairman) or who serves on any
       committee, or who otherwise performs services which in the opinion of the
       Directors are outside the scope of the ordinary duties of a Director, may
       be paid such extra remuneration by way of salary, commission or otherwise
       as the Directors may determine.


                                     - 16 -
<PAGE>

67.    Expenses of Directors

       The Directors may be paid all travelling, hotel and other expenses
       properly incurred by them in connection with their attendance at meetings
       of Directors or committees of Directors or general meetings or separate
       meetings of the holders of any class of shares or of debentures of the
       Company or otherwise in connection with the discharge of their duties.

68.    Shareholding Qualification

       The shareholding qualification for Directors may be fixed by the Company
       in general meeting and unless and until so fixed, no qualification shall
       be required.

69.    Alternate Directors

(a)    Any Director other than an alternate may by writing under his hand
       appoint any person (including another Director) to be his alternate
       provided always that no such appointment of a person other than a
       Director as an alternate shall be operative unless and until such
       appointment shall have been approved by resolution of the Directors.

(b)    An alternate Director shall be entitled to receive notices of all
       meetings of the Directors and of all meetings of committees of the
       Directors of which his appointor is a member, to attend and vote at any
       such meeting at which the Director appointing him is not personally
       present and in the absence of his appointor to exercise all the powers,
       rights, duties and authorities of his appointor as a Director (other than
       the right to appoint an alternate hereunder).

(c)    Save as otherwise provided in these Articles, an alternate Director shall
       be deemed for all purposes to be a Director and shall alone be
       responsible for his own acts and defaults and he shall not be deemed to
       be the agent of the Director appointing him. The remuneration of such
       alternate Director shall be payable out of the remuneration paid 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.

(d)    A Director may at any time revoke the appointment of any alternate
       appointed by him. If a Director shall die or cease to hold the office of
       Director the appointment of his alternate shall thereupon cease and
       determine but if a Director retires by rotation or otherwise but is
       re-appointed or deemed to have been re-appointed at the meeting at which
       he retires, any appointment of any alternate Director made by him which
       was in force immediately prior to his retirement shall continue after his
       re-appointment.

(e)    Any appointment or revocation by a Director under this Article shall be
       effected by notice in writing given under his hand to the Secretary or
       deposited at the Office or in any other manner approved by the Directors.


                                     - 17 -
<PAGE>

                         PART XII - POWERS OF DIRECTORS

70.    Director's Powers

       Subject to the provisions of the Acts, the Memorandum of Association of
       the Company and these Articles and to any directions given by ordinary
       resolution, the business of the Company shall be managed by the Directors
       who may exercise all the powers of the Company. No alteration of the
       Memorandum of Association of the Company or of these Articles and no such
       direction shall invalidate any prior act of the Directors which would
       have been valid if that alteration had not been made or that direction
       had not been given. The powers given by this Article shall not be limited
       by any special power given to the Directors by these Articles and a
       meeting of Directors at which a quorum is present may exercise all powers
       exercisable by the Directors.

71.    Power to Delegate

       The Directors may delegate any of their powers to any Managing Director
       or any Director holding any other executive office and to any committee
       consisting of one or more Directors. Any such delegation may be made
       subject to any conditions the Directors may impose, and either
       collaterally with or to the exclusion of their own powers and may be
       revoked. Subject to any such conditions, the proceedings of a committee
       with two or more members shall be governed by the provisions of these
       Articles regulating the proceedings of Directors so far as they are
       capable of applying.

72.    Appointment of Attorneys

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


                                     - 18 -
<PAGE>

73.    Local Management

       The Directors may establish any committees, local boards or agencies for
       managing any of the affairs of the Company, either in the State or
       elsewhere, and may appoint any persons to be members of such committees,
       local boards or agencies and may fix their remuneration and may delegate
       to any committee, local board or agent any of the powers authorities and
       discretions vested in the Board with power to sub-delegate 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 without notice of any such annulment or
       variation shall be affected thereby.

74.    Borrowing Powers.

(a)    Subject as hereinafter provided, the Directors may exercise all the
       powers of the Company to borrow money and to mortgage or charge its
       undertaking, property and uncalled capital and to issue debentures and
       other securities, whether outright or as collateral security for any
       debt, liability or obligation of the Company or for any third party.

(b)    The Directors may restrict the borrowings of the Company and exercise all
       voting and other rights or powers of control exercisable by the Company
       in relation to its subsidiary companies so as to secure that the
       aggregate amount for the time being remaining undischarged of all
       borrowed moneys (as hereinafter defined) shall not at any time without
       the previous sanction of an ordinary resolution of the Company exceed a
       sum equal to the amount paid up on the issued share capital of the
       Company plus the aggregate amount standing to the credit of the Company's
       consolidated capital and revenue reserves (including any share premium
       account or capital redemption reserve fund) ("the Share Capital and
       Consolidated Reserves").

(c)    The certificate of the Auditors as to the amount of the Share Capital and
       Consolidated Reserves at any time shall be conclusive and binding upon
       all concerned.

(d)    No person dealing with the Company or any of its subsidiaries shall by
       reason of the foregoing provision be concerned to see or enquire whether
       this limit is observed and no debt incurred or security had at the time
       when the debt was incurred or the security given in excess of such limit
       shall be invalid or ineffectual unless the lender or the recipient of the
       security are given express notice that the limit hereby imposed had been
       or would thereby be exceeded.

(e)    For the purposes of this Article the expression "Borrowed Moneys" means
       the principal amount of moneys borrowed by the Company and each
       subsidiary thereof as extracted from the latest published audited
       consolidated balance sheet of the Company and its subsidiaries provided
       that:


                                     - 19 -
<PAGE>

       (i)    moneys borrowed by the Company from and for the time being owing
              to a subsidiary or by any subsidiary from and for the time being
              owing to the Company or another subsidiary shall not be included
              in the calculation of Borrowed Moneys;

       (ii)   moneys borrowed for the purpose of and within four months applied
              in repaying other borrowed moneys shall not themselves be taken
              into account until such application;

       (iii)  there shall be included in the meaning of such expression such
              proportion of the money borrowed by any subsidiary as the equity
              share capital of such subsidiary which is beneficially owned
              directly or indirectly by the Company bears to the total equity
              share capital of such subsidiary and the remainder of the money
              borrowed by such subsidiary shall be excluded;

       (iv)   the principal amount (including any premium payable on final
              redemption) of any debentures issued for a consideration other
              than cash by the Company and/or any such subsidiary shall be
              included in the meaning of such expression; and

       (v)    from the aggregate of the amounts which would apart from this
              provision be regarded as Borrowed Moneys there shall be deducted
              an amount equal to the principal amount of cash balances held in
              hand or with banks by the Company and all such subsidiaries.

(f)    The Directors may raise or secure the repayment of such sums in such
       manner and upon such terms and conditions in all respects as they think
       fit and, in particular, by the issue of bonds, perpetual or redeemable
       debentures or debenture stock, loan stock or any mortgage, charge or
       other security on the undertaking or the whole or any part of the
       property of the Company (both present and future) including its uncalled
       capital.

(g)    Debentures, debenture stock and other securities may be made assignable
       free from any equities between the Company and the person to whom the
       same may be issued. Subject to the provisions of the Acts any debentures,
       debenture stock, bonds or other securities may be issued at a discount
       premium or otherwise, and with any special privileges as to redemption,
       surrender, drawings, allotment of shares, attending and voting at general
       meetings of the Company, appointment of Directors or otherwise.

           PART XIII - APPOINTMENT, RETIREMENT AND DISQUALIFICATION OF
                                    DIRECTORS

75.    Eligibility for Appointment

       No person shall be appointed as a Director at any general meeting unless,
       not less than seven nor more than thirty clear days before the date
       appointed for the meeting, a notice executed by a member qualified to
       vote at the meeting has been given to the Company of the intention to
       propose that person for appointment stating, with respect to such person
       to be proposed, the particulars


                                     - 20 -
<PAGE>

       which would, if he were so appointed, be required to be included in the
       Company's Register of Directors together with a notice executed by that
       person of his willingness to be appointed.

76.    Appointment of Additional Directors

(a)    Subject as aforesaid the Company may by ordinary resolution appoint a
       person to be a Director either to fill a vacancy or as an additional
       Director.

(b)    The Directors may appoint a person who is willing to act to be a
       Director, either to fill a vacancy or as an additional Director provided
       that the appointment does not cause the number of Directors to exceed any
       number fixed by or in accordance with these Articles as the maximum
       number of Directors.

77.    Retirement by Rotation

(a)    Subject to the provisions of these Articles, 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 at each annual general meeting.

(b)    Subject to the provisions of the Acts and of these Articles, the
       Directors to retire at each annual general meeting shall be the Directors
       who have been longest in office since their last appointment. As between
       Directors of equal seniority, the Directors to retire shall, in the
       absence of agreement, be selected from among them by lot. Subject as
       aforesaid, a retiring Director shall be eligible for reappointment and
       shall act as a Director throughout the meeting at which he retires.

(c)    A retiring Director shall be eligible for re-election.

(d)    The Company may by ordinary resolution at the meeting at which any
       Director retires in the manner aforesaid fill the vacated office by
       appointing a person thereto and, in default, the retiring Director, if
       willing to act, shall be deemed to have been re-appointed unless at such
       meeting it is expressly resolved not to fill such vacated office or a
       resolution for the re-appointment of such Director shall have been put to
       the meeting and lost.

(e)    At a general meeting a motion for the appointment of two or more persons
       as Directors of the Company by a single resolution shall not be put
       unless a resolution that it shall be so put has been first agreed to by
       the meeting without any vote being given against it.

78.    Disqualification of Directors

       The office of a Director shall be vacated if:

       (i)    he ceases to be a Director by virtue of any provision of the Acts,
              or he becomes prohibited or restricted by law from being a
              Director;


                                     - 21 -
<PAGE>

       (ii)   he is adjudged a bankrupt in the State or in Northern Ireland or
              Great Britain or in the United States of America or makes any
              arrangement or composition with his creditors generally and in the
              case of a Director domiciled in the United States of America
              matters pertaining to the bankruptcy or insolvency of that
              director or the rights of creditors against him or in and to his
              estate shall be determined pursuant to the laws of the State of
              his domicile.;

       (iii)  he becomes prohibited or restricted from being a Director by
              reason of any order made under Part VII of the Companies Act 1990;

       (iv)   in the opinion of a majority of his co-Directors he becomes
              incapable by reason of mental disorder of discharging his duties
              as a Director;

       (v)    he resigns his office by notice to the Company;

       (vi)   he is convicted of an indictable offence, unless the Directors
              otherwise determine; or

       (vii)  he shall for more than six consecutive months have been absent
              without permission of the Directors from meetings of the Directors
              held during that period, and the Directors pass a resolution that
              he has by reason of such absence vacated office.

                  PART XIV - DIRECTORS' OFFICERS AND INTERESTS

79.    Executive Officers

(a)    The Directors may appoint one or more of their body to any executive
       office under the Company (including, where considered appropriate, the
       office of chairman) on such terms and for such period as they may
       determine and, without prejudice to the terms of any contract entered
       into in any particular case, may at any time revoke any such appointment.

(b)    The appointment of any Director to the office of chairman shall
       automatically determine if he ceases to be a Director but without
       prejudice to any claim for damages for breach of any contract of service
       between him and the Company.

(c)    The appointment of any Director to any other executive office shall not
       automatically determine if he ceases from any cause to be a Director
       unless the contract or resolution under which he holds office shall
       expressly state otherwise, in which event such determination shall be
       without prejudice to any claim for damages for breach of any contract of
       service between him and the Company.

80.    Directors' Interests

(a)    Subject to the provisions of the Acts, and provided that he had disclosed
       to the Directors the nature and extent of any material interest of his, a
       Director notwithstanding his office:

       (i)    may be a party to, or otherwise interested in, any transaction or
              arrangement with the Company or any subsidiary or associated
              company thereof or in which the Company or any subsidiary or
              associated company thereof is otherwise interested;


                                     - 22 -
<PAGE>

       (ii)   may be a Director or other officer of, or employed by, or a party
              to any transaction or arrangement with, or otherwise interested
              in, any body corporate promoted by the Company or in which the
              Company or any subsidiary or associated company thereof is
              otherwise interested;

       (iii)  shall not, by reason of his office, be accountable to the Company
              for any benefit which he derives from any such office or
              employment or from any such transaction or arrangement or from any
              interest in any such body corporate and no such transaction or
              arrangement shall be liable to be avoided on the ground of any
              such interest or benefit;

(b)    For the purposes of this Article:

       (i)    a general notice given to the Directors that a Director is to be
              regarded as having an interest of the nature and extent specified
              in the notice in any transaction or arrangement in which a
              specified person or class of persons is interested shall be deemed
              to be a disclosure that the Director has an interest in any such
              transaction of the nature and extent so specified; and

       (ii)   an interest of which a Director has no knowledge and of which it
              is unreasonable to expect him to have knowledge shall not be
              treated as an interest of his.

81.    Restriction on Director's Voting

(a)    Save as otherwise provided by these Articles a Director shall not vote at
       a meeting of the Directors or a committee of the Directors on any
       resolution concerning a matter in which he has, directly or indirectly,
       an interest or duty which is material and which conflicts or may conflict
       with the interests of the Company. A Director shall not be counted in the
       quorum present at a meeting in relation to a resolution on which he is
       not entitled to vote.

(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 resolutions concerning any of the following matters,
       namely:

       (i)    the giving of any security, guarantee or indemnity to him in
              respect of money lent by him to the Company or any of its
              subsidiary or associated companies or obligations incurred by him
              at the request of or for the benefit of the Company or any of its
              subsidiary or associated companies;

       (ii)   the giving of any security, guarantee or indemnity to a third
              party in respect of a debt or obligation of the Company or any of
              its subsidiary or associated companies for which he himself has
              assumed responsibility in whole or in part and whether alone or
              jointly with others under a guarantee or indemnity or by the
              giving of security;

       (iii)  any subscription by him or agreement by him to subscribe for
              shares or debentures or other securities of the Company or any of
              its subsidiary or associated companies or any proposal concerning
              any offer of shares or debentures or other securities of or by the
              Company or


                                     - 23 -
<PAGE>

              any of its subsidiary or associated companies for subscription,
              purchase or exchange in which offer he is or 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 that he is not the
              holder of or beneficially interested in 1% or more of the issued
              shares of any class of such company or of the voting rights
              available to members of the relevant company (any such interest
              being deemed for the purposes of this Article to be a material
              interest in all circumstances); or

       (v)    any proposal 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 for taxation purposes by the appropriate
              Revenue authorities.

(c)    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
       sub-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.

(d)    If a question arises at a meeting of Directors or of a committee of the
       Directors as to the materiality of a Director's interest or as to the
       right of any Director to vote and such question is not resolved by his
       voluntarily agreeing to abstain from voting, such question may, before
       the conclusion of the meeting, be referred to the meeting of Directors
       and their ruling in relation to any Director other than himself shall be
       final and conclusive, in the event of an equality of votes the chairman
       of the Meeting shall have a second or casting vote.

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

(f)    For the purposes of this Article, an interest of a person who is the
       spouse or a minor child of a Director shall be treated as an interest of
       the Director and in relation to an alternate Director, an interest of his
       appointor shall be treated as an interest of the alternate Director.

82.    Entitled to Grant Pensions

       The Directors may provide benefits, whether by way of pensions,
       gratuities or otherwise for any Director, former Director or other
       officer or former officer of the Company or to any person who holds or
       has held any employment with the Company or with any body corporate which
       is or has


                                     - 24 -
<PAGE>

       been a subsidiary or associated company of the Company or a predecessor
       in business of the Company or of any such subsidiary or associated
       company and to any member of his family or any person who is or was
       dependent on him and may set up, establish, support, alter, maintain and
       continue any scheme for providing such benefits and for such purposes any
       Director may accordingly be, become or remain a member of, or rejoin any
       scheme and receive or retain for his own benefit all benefits to which he
       may be or become entitled thereunder. The Directors may pay out of the
       funds of the Company any premiums, contributions or sums payable by the
       Company under the provisions of any such scheme in respect of any of the
       persons or class of persons above referred to who are or may be or become
       members thereof.

                       PART XV - PROCEEDINGS OF DIRECTORS

83.    Regulation and Convening of Directors' Meetings

       Subject to the provisions of these Articles the Directors may regulate
       their proceedings as they think fit. A Director may, and the Secretary at
       the request of a Director shall, call a meeting of the Directors. Any
       Director may waive notice of any meeting and any such waiver may be
       retrospective. If the Directors so resolve, it shall not be necessary to
       give notice of a meeting of Directors to any Director or alternate
       Director who, being a resident in the State, is for the time being absent
       from the State.

84.    Voting at Directors' Meetings

       Questions arising at any meeting of Directors shall be decided by a
       majority of votes. Where there is an equality of votes, the chairman of
       the meeting shall have a second or casting vote. A Director who is also
       an alternate Director for one or more Directors shall be entitled in the
       absence of any such appointor from a meeting to a separate vote at such
       meeting on behalf of each such appointor in addition to his own vote.

85.    Quorum for Directors' Meetings

(a)    The quorum for the transaction of the business of the Directors may be
       fixed by the Directors and unless so fixed at any other number shall be
       two. A person who holds office only as an alternate Director shall, if
       his appointor is not present, be counted in the quorum but
       notwithstanding that such person may act as alternate Director for more
       than one Director he shall not count as more than one for the purposes of
       determining whether a quorum is present.

(b)    The continuing Directors or a sole Director may act notwithstanding any
       vacancies in their number but, if the number of Directors is less than
       the number fixed as the quorum, they may act only for the purpose of
       filling vacancies or of calling a general meeting.

86.    Telecommunication Meetings


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<PAGE>

       Any Director or alternate Director may participate in a meeting of the
       Directors or any committee of the Directors by means of conference
       telephone or other telecommunications equipment by means of which all
       persons participating in the meeting can hear each other and such
       participation in a meeting shall constitute presence in person at the
       meeting.

87.    Chairman of Board of Directors

       Subject to any appointment to the office of chairman made pursuant to
       these Articles the Directors may elect a chairman of their meetings and
       determine the period for which he is to hold office, but if no such
       chairman is elected, or, if at any meeting the chairman is unwilling to
       act or is not present within ten minutes after the time appointed for
       holding the same, the Directors present may choose one of their number to
       be chairman of the meeting.

88.    Validity of Acts of Directors

       All acts done by any meeting of the Directors or of a committee of the
       Directors or by any person acting as a Director shall, notwithstanding
       that it be afterwards discovered that there was some defect in the
       appointment of any such Director or person acting as aforesaid, or that
       they or any of them were disqualified from holding office or had vacated
       office, be as valid as if every such person had been duly appointed and
       was qualified and had continued to be a Director and had been entitled to
       vote.

89.    Directors' Resolutions in Writing

       A resolution in writing signed by all the Directors entitled to receive
       notice of a meeting of Directors or of a committee of Directors shall be
       as valid as if it had been passed at a meeting of Directors or (as the
       case may be) a committee of Directors duly convened and held and may
       consist of several documents in the like form each signed by one or more
       Directors but a resolution signed by an alternate Director need not also
       be signed by his appointor and, if it is signed by a Director who has
       appointed an alternate Director, it need not be signed by an alternate
       Director in that capacity.

                            PART XVI - THE SECRETARY

90.    Appointment of Secretary

       The Secretary shall be appointed by the Directors for such term, at such
       remuneration and upon such conditions as they may think fit and any
       Secretary so appointed may be removed by them.

91.    Assistant Secretary

       The Directors may appoint an assistant or deputy secretary and any
       provision in these Articles requiring or authorising a thing to be done
       by or to the Secretary shall be satisfied by it being done by or to the
       assistant or deputy secretary. A provision of the Acts or these
       regulations requiring or


                                     - 26 -
<PAGE>

       authorising a thing to be done by or to a Director and the Secretary
       shall not be satisfied by its being done by or to the same person acting
       both as Director and as, or in the place of, the Secretary.

                              PART XVII - THE SEAL

92.    Use of Seal

       The Directors shall ensure that the common seal of the Company kept
       pursuant to the Acts shall only be used by the authority of the Directors
       or of a committee authorised by the Directors.

93.    Seal for Use Abroad

       The Company may exercise the powers conferred by the Acts with regard to
       having an official seal for use abroad and such powers shall be vested in
       the Directors.

94.    Signature of Sealed Instruments

       Every instrument to which either such seal shall be affixed shall be
       signed by:

       (i)    A Director or some other person appointed by the Directors for the
              purpose: and

       (ii)   the Secretary or a Director or some other person appointed by the
              Directors for the purpose (being in all cases a person other than
              the person who signed the instrument under sub-paragraph (i) of
              this Article), save that as regards any certificates for shares or
              debentures or other securities of the Company the Directors may by
              resolution determine that such signatures or either of them shall
              be dispensed with, printed thereon or affixed thereto by any
              method or system of mechanical signature.

                       PART XVIII - DIVIDENDS AND RESERVES

95.    Declaration of Dividends

       Subject to the provisions of the Acts, the Company may by ordinary
       resolution declare dividends in accordance with the respective rights of
       the members, but no dividend shall exceed the amount recommended by the
       Directors. Any dividend recommended by the Directors and declared by the
       Company may be in Euros or, in whole or in part, in such other currency
       or currencies as the Directors may from time to time decide.

96.    Interim and Fixed Dividends

       Subject always to the provisions of the Acts, the Directors may pay
       interim dividends if it appears to them that they are justified by the
       profits of the Company available for distribution. Subject always to the
       provisions of the Acts, if the share capital is divided into different
       classes, the Directors may pay interim dividends on shares which confer
       deferred or non-preferred rights with regard to dividend as well as on
       shares which confer preferential rights with regard to dividend, but no
       interim dividend shall be paid on shares carrying deferred or
       non-preferred rights if, at the time of payment, any


                                     - 27 -
<PAGE>

       preferential dividend is in arrears. Subject as aforesaid the Directors
       may also pay at intervals settled by them any dividend payable at a fixed
       rate if it appears to them that the profits available for distribution
       justify the payment. Interim dividends may be paid in Euros or, in whole
       or in part, in such other currency or currencies as the Directors may
       from time to time decide. Provided the Directors act in good faith they
       shall not incur any liability to the holders of shares conferring
       preferred rights for any loss they may suffer by the lawful payment of an
       interim dividend on any shares having deferred or non-preferred rights.

97.    Payment of Dividends

       Except as otherwise provided by the rights attaching to shares, all
       dividends shall be declared and paid according to the amounts paid up on
       the shares on which the dividend is paid. Subject as aforesaid, all
       dividends shall be apportioned and paid proportionately to the amounts
       paid or credited as paid on the shares during any portion or portions of
       the period in respect of which the dividend is paid but if any share is
       issued on terms providing that it shall rank for dividend as from a
       particular date, such share shall rank for dividend accordingly. All
       dividends shall be paid in the currency or currencies in which they have
       been declared, save as the Directors may otherwise decide from time to
       time.

98.    Deductions from Dividends

       The Directors may deduct from any dividend or other moneys payable to any
       member in respect of a share any moneys presently payable by him to the
       Company in respect of that share on account of calls or otherwise in
       relation to the shares of the Company.

99.    Dividends in Specie

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

100.   Payment of Dividends by Post

       Any dividend or other moneys payable in respect of any share may be paid
       by cheque or warrant sent by post to the registered address of the holder
       or, where there are joint holders, to the registered address of that one
       of the joint holders who is first named on the Register or to such person
       and to such address as the holder or joint holders may in writing direct.
       Every such cheque or warrant shall be made payable to the order of the
       person to whom it is sent and payment of the cheque or warrant shall be a
       good discharge to the Company. Any joint holder or other person jointly
       entitled


                                     - 28 -
<PAGE>

       to a share as aforesaid may give receipts for any dividend or other
       moneys payable in respect of the share.

101.   Dividends Not to Bear Interest

       No dividend or other moneys payable in respect of a share shall bear
       interest against the Company unless otherwise provided by the rights
       attached to the shares.

102.   Payment to Holders on a Particular Date

       Any resolution declaring a dividend on shares of any class, whether a
       resolution of the Company in general meeting or a resolution of the
       Directors, may specify that the same may be payable to the persons
       registered as the holders of such shares at the close of business on a
       particular date, notwithstanding that it may be a date prior to that on
       which the resolution is passed, and thereupon the dividend shall be
       payable to them in accordance with their respective holdings so
       registered, but without prejudice to the rights inter se in respect of
       such dividend of transferors and transferees of any such shares. The
       provisions of this Article shall mutatis mutandis apply to
       captialisations to be effected pursuant to these Articles.

103.   Unclaimed Dividends

       Any dividend which has remained unclaimed for twelve years from the date
       of its declaration shall, if the Directors so resolve, be forfeited and
       cease to remain owing by the Company. The payment by the Directors of any
       unclaimed dividend or other moneys payable in respect of a share into a
       separate account shall not constitute the Company a trustee in respect
       thereof.

                PART XIX - CAPITALISATION OF PROFITS OR RESERVES

104.   Capitalisation of Distributable Profits and Reserves.

       The Company in general meeting may, upon the recommendation of the
       Directors, resolve that any sum for the time being standing to the credit
       of any of the Company's reserves (including any capital redemption
       reserve fund or share premium account) or to the credit of the profit and
       loss account be capitalised and applied on behalf of the members who
       would have been entitled to receive that sum if it had been distributed
       by way of dividend and in the same proportions either in or towards
       paying up amounts for the time being unpaid on any shares held by them
       respectively, or in paying up in full unissued shares or debentures of
       the Company of a nominal amount equal to the sum capitalised (such shares
       or debentures to be allotted and distributed credited as fully paid up to
       and amongst such holders in the proportions aforesaid) or partly in one
       way and partly in another, so however, that the only purpose for which
       sums standing to the credit of the capital redemption reserve fund or the
       share premium account shall be applied shall be those permitted by the
       Acts.

105.   Capitalisation of Non-Distributable Profits and Reserves


                                     - 29 -
<PAGE>

       The Company in general meeting may, on the recommendation of the
       Directors resolve that it is desirable to capitalise any part of the
       amount for the time being standing to the credit of any of the Company's
       reserve accounts or to the credit of the profit and loss account which is
       not available for distribution by applying such sum in paying up in full
       unissued shares to be allotted as fully paid bonus shares to those
       members of the Company who would have been entitled to that sum if it
       were distributable and had been distributed by way of dividend (and in
       the same proportions) and the Directors shall give effect to such
       resolution.

106.   Implementation of Capitalisation Issues

       Whenever such a resolution is passed in pursuance of either of the two
       immediately preceding Articles the Directors shall make all
       appropriations and applications of the undivided profits resolved to be
       capitalised thereby and all allotments and issues of fully paid shares or
       debentures, if any, and generally shall do all acts and things required
       to give effect thereto with full power to the Directors to make such
       provisions as they shall think fit for the case of shares or debentures
       becoming distributable in fractions (and, in particular, without
       prejudice to the generality of the foregoing, either to disregard such
       fractions or to sell the shares or debentures represented by such
       fractions and distribute the net proceeds of such sale to and for the
       benefit of the Company or to and for the benefit of the members otherwise
       entitled to such fractions in due proportions) and also to authorise any
       person to enter on behalf of all the members concerned into an agreement
       with the Company providing for the allotment to them respectively
       credited as fully paid up, of any further shares or debentures to which
       they may become entitled on such capitalisation or, as the case may
       require, for the payment up by the application thereto of their
       respective proportions of the profits resolved to be capitalised of the
       amounts remaining unpaid on their existing shares and any agreement made
       under such authority shall be binding on all such members.

                                PART XX - NOTICES

107.   Notice in Writing

       Any notice to be given, served or delivered pursuant to these Articles
       shall be in writing.

108.   Service of Notices.

(a)    A notice or document (including a share certificate) to be given, served
       or delivered in pursuance of these Articles may be given to, served on or
       delivered by the Company to any member:

       (i)    by handing the same to him or his authorised agent;

       (ii)   by leaving the same at his registered address;

       (iii)  by sending the same by facsimile transmission; or

       (iv)   by sending the same by post in a pre-paid envelope addressed to
              him at his registered address.


                                     - 30 -
<PAGE>

(b)    Where a notice or document is given, served or delivered pursuant to
       sub-paragraphs (a)(i), (ii) or (iii) of this Article, the giving, service
       or delivery thereof shall be deemed to have been effected at the time the
       same was handed to the member or his authorised agent or left at his
       registered address or upon receipt by facsimile (as the case may be).

(c)    Where a notice or document is given, served or delivered pursuant to
       sub-paragraph (a)(iv) of this Article the giving, service or delivery
       thereof shall be deemed to have been effected at the expiration of
       twenty-four hours after the envelope containing it was posted. In proving
       such service or delivery it shall be sufficient to prove that such
       envelope was properly addressed, stamped and posted.

(d)    Without prejudice to the provisions of sub-paragraphs (a)(i), (a)(ii) and
       (a)(iii) of this Article, if at any time by reason of the suspension or
       curtailment of postal services within the State, the Company is unable
       effectively to convene a general meeting by notices sent through the
       post, a general meeting may be convened by a notice advertised on the
       same date in at least one national daily newspaper in the State (and one
       national daily newspaper in the United Kingdom and the Wall Street
       Journal in the United States of America) and such notice shall be deemed
       to have been duly served on all members entitled thereto at noon on the
       day on which the said advertisement shall appear. In any such case the
       Company shall send confirmatory copies of the notice through the post to
       those members whose registered addresses are outside the State (if or to
       the extent that in the opinion of the Directors it is practical so to do)
       or are in areas of the State unaffected by such suspension or curtailment
       of postal services and if at least ninety-six hours prior to the time
       appointed for the holding of the meeting the posting of notices to
       members in the State or any part thereof which was previously effected,
       has again in the opinion of the Directors, become practical the Directors
       shall forthwith send confirmatory copies of the notice by post to such
       members. The accidental omission to give any such confirmatory copy of a
       notice of a meeting to, or the non-receipt of any such confirmatory copy
       by, any person entitled to receive the same shall not invalidate the
       proceedings at the meeting.

(e)    Notwithstanding anything contained in this Article the Company shall not
       be obliged to take account of or make any investigations as to the
       existence of any suspension or curtailment of postal services within or
       in relation to all or any part of any jurisdiction or other area other
       than the State.

109.   Service on Joint Holders

       A notice may be given by the Company to the joint holders of a share by
       giving the notice to the joint holder whose name stands first in the
       Register in respect of the share and notice so given shall be sufficient
       notice to all the joint holders.

110.   Service on Transfer or Transmission of Shares


                                     - 31 -
<PAGE>

(a)    Every person who becomes entitled to a share shall be bound by any notice
       in respect of that share which, before his name is entered in the
       Register in respect of the share, has been duly given to a person from
       whom he derives his title.

(b)    Without prejudice to the provisions of these Articles allowing a meeting
       to be convened by newspaper advertisement a notice 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 or delivering it, in any manner
       authorised by these Articles for the giving of notice to a member,
       addressed to them at the address, if any, supplied by them for that
       purpose. Until such an address has been supplied, a notice may be given
       in any manner in which it might have been given if the death or
       bankruptcy had not occurred.

111.   Signature to Notices

       The signature to any notice to be given by the Company may be written or
       printed.

112.   Deemed Receipt of Notices

       A member present, either in person or by proxy, at any meeting of the
       Company or the holders of any class of shares in the Company shall be
       deemed to have received notice of the meeting and, where requisite, of
       the purposes for which it was called.

                              PART XXI - WINDING UP

113.   Distribution on Winding up

       If the Company shall be wound up and the assets available for
       distribution among the members shall be insufficient to repay the whole
       of the paid up or credited as paid up share capital, such assets shall be
       distributed so that, as nearly as may be, the losses shall be borne by
       the members in proportion to the capital paid up or credited as paid up
       at the commencement of the winding up on the shares held by them
       respectively. If on a winding up the assets available for distribution
       among the members shall be more than sufficient to repay the whole of the
       share capital paid up or credited as paid up at the commencement of the
       winding up, the excess shall be distributed among the members in
       proportion to the capital at the commencement of the winding up paid up
       or credited as paid up on the said shares held by them respectively.
       Provided that this Article shall not affect the rights of the holders of
       shares issued upon special terms and conditions.

114.   Distribution in Specie

       If the Company is wound up, the Liquidator may with the sanction of a
       special resolution of the Company and any other sanction required by the
       Acts, divide among the members 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 may, for such purpose, value any assets and
       determine how the division shall be carried out as between the members or
       different classes of members. The Liquidator may, with


                                     - 32 -
<PAGE>

       the like sanction, vest the whole or any part of such assets in trustees
       upon such trusts for the benefit of the contributories as he, with the
       like sanctions determines, but so that no member shall be compelled to
       accept any assets upon which there is a liability.

                            PART XXII - MISCELLANEOUS

115.   Inspection of Books Etc. by Members

       The Directors shall from time to time determine whether and to what
       extent and at what times and places and under what conditions or
       regulations the accounts and books of the Company or any of them shall be
       open to the inspection of members, not being Directors, and non members
       (not being a Director) shall not have any right of inspecting any account
       or book or document of the Company except as conferred by the Acts or
       authorised by the Directors or by the Company in general meeting and no
       member, not being a Director, shall be entitled to require or receive any
       information concerning the business, trading or customers of the Company
       or any trade secret or secret process of or used by the Company.

116.   Destruction of Records

       The Company shall be entitled to destroy all instruments of transfer
       which have been registered at any time after the expiration of six years
       from the date of registration thereof, all notifications of change of
       address at any time after the expiration of two years from the date of
       recording thereof and all share certificates and dividend mandates which
       have been cancelled or ceased to have effect at any time after the
       expiration of one year from the date of such cancellation or cessation.
       It shall be conclusively 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 and every instrument duly and properly registered and every
       share certificate so destroyed was a valid and effective document duly
       and properly cancelled and every other document hereinbefore mentioned so
       destroyed was a valid and effective document in accordance with the
       recorded particulars thereof in the books or records of the Company.
       Provided always that:

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

       (b)    nothing herein contained shall be construed as imposing upon the
              Company any liability in respect of the destruction of any
              document earlier than as aforesaid or in any other circumstances
              which would not attach to the Company in the absence of this
              Article; and

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

117.   Untraced Shareholders


                                     - 33 -
<PAGE>

(a)    The Company shall be entitled to sell at the best price reasonably
       obtainable any share of a holder or any share 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 pre-paid letter addressed to the
              holder or to the person entitled by transmission to the share at
              his address on the Register or other the last known address given
              by the holder 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 holder or
              the person entitled by transmission (provided that during such
              twelve year period as least three dividends shall have become
              payable in respect of such share);

       (ii)   the Company has at the expiration of the said period of twelve
              years by advertisement in a national newspaper in both the State
              and the United Kingdom and in a newspaper circulated in the area
              in which the address referred to in sub-paragraph (a)(i) of this
              Article is located given notice of its intention to sell such
              share;

       (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 holder or
              person entitled by transmission.

(b)    To give effect to any such sale the Company may appoint any person to
       execute as transferor an instrument of transfer of such share and such
       instrument of transfer shall be as effective as if it had been executed
       by the holder or the person entitled by transmission to such share. The
       transferee shall be entered in the Register as the holder of the shares
       comprised in any such transfer and he shall not be bound to see to the
       application of the purchase moneys nor shall his title to the shares be
       affected by any irregularity in or invalidity of the proceedings in
       reference to the sale.

(c)    The Company shall account to the holder or other person entitled to such
       share for the net proceeds of such sale by carrying all moneys in respect
       thereof to a separate account which shall be a debt of the Company and
       the Company shall be deemed to be a debtor and not a trustee in respect
       thereof for such holder or other person. Moneys carried to such separate
       account may either be employed in the business of the Company or invested
       in such investments as the Directors may from time to time think fit.

(d)    Any such amount carried to a separate account which has remained
       unclaimed for twelve years from the date it was carried to such account
       shall, if the Directors so resolve, be forfeited and cease to remain
       owing by the Company.

118.   Indemnity

       Subject to the provisions of and so far as may be allowed by the Acts,
       every Director, Managing Director, Auditor, Secretary or other officer of
       the Company shall be entitled to be indemnified by the Company against
       all costs, charges, losses, expenses and liabilities incurred by him in
       the


                                     - 34 -
<PAGE>

       execution and discharge of his duties or in relation thereto including
       any liability incurred by him in defending any proceedings, civil or
       criminal, which relate to anything done or omitted or alleged to have
       been done or omitted by him as an officer or employee of the Company and
       in which judgment is given in his favour (or the proceedings are
       otherwise disposed of without any finding or admission of any material
       breach of duty on his part) or in which he is acquitted or in connection
       with any application under any statute for relief from liability in
       respect of any such act or omission in which relief is granted to him by
       the Court.


                                     - 35 -
<PAGE>

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

                NAMES, ADDRESSES AND DESCRIPTIONS of SUBSCRIBERS

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



Bridget Trant,
Highdown Hill,
Newcastle,
County Dublin

Formations Manager

Susan Lawless,
14 Springhill Park,
Blackrock,
County Dublin

Systems Manager













                        Dated this 25th day of July 1989

Witness to the above signatures:                  Geraldine Reynolds
                                                  39 Birchwood Heights
                                                  Dublin 24
                                                  Secretary


                                     - 36 -