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                                                                     EXHIBIT 3.2
                          COMPANIES ACTS, 1963 TO 2001
                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION
                                       OF
                        SKILLSOFT 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, 10th July
                2001, 6th September 2002 and 19th November 2002)

                              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


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        "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

        "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 capital of the
        Shares"            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.



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                       PART II - SHARE CAPITAL AND RIGHTS

2.      Share Capital

        The share capital of the Company is E27,500,000 divided into 250,000,000
        Ordinary Shares of E0.11 each.

3.      Rights of Shares on Issue

        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


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        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

        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


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        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.

(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



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        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 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


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        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 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



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        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


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        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.

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



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        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

        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.



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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.

                     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,


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        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.

                           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


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        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.

                    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


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        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 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


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        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 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



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<PAGE>
        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 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


                                     - 16 -
<PAGE>
        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


                                     - 17 -
<PAGE>
                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

        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

        The number of Directors (other than alternate Directors) shall not be
        more than seven 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.



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<PAGE>
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.

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


                                     - 19 -
<PAGE>
        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.

                         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



                                     - 20 -
<PAGE>
        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.

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").



                                     - 21 -
<PAGE>
(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:

        (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


                                     - 22 -
<PAGE>
        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 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


                                     - 23 -
<PAGE>
        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;

        (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;



                                     - 24 -
<PAGE>
        (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;



                                     - 25 -
<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


                                     - 26 -
<PAGE>
                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 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.



                                     - 27 -
<PAGE>
(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 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



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<PAGE>
        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

        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


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<PAGE>
        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 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.



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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 preferential
        dividend is in arrears. Subject as aforesaid the Directors may also pay
        at intervals settled by them any dividend payable at a fixed


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<PAGE>
        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


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<PAGE>
        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 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


                                     - 33 -
<PAGE>
        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

        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


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<PAGE>
        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.

(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


                                     - 35 -
<PAGE>
        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

(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.



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<PAGE>
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 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



                                     - 37 -
<PAGE>
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



                                     - 38 -
<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.



                                     - 39 -
<PAGE>
(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 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.






                                     - 40 -
<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





                                     - 41 -