Exhibit 1(a)


                               THE COMPANIES ACT                          FORM
                                  (CHAPTER 50)
                                  SECTION 31(3)
                          CERTIFICATE OF INCORPORATION
                            ON CONVERSION TO A PUBLIC                     20
                                     COMPANY


Name of Company: ASE TEST PRIVATE LIMITED

Company No: 199508552K


     This is to certify that the abovenamed company, which was on 1 December
1995 incorporated under the Companies Act as a company limited by shares, did on
23 April 1996 convert to a public company and that the name of the company now
is ASE TEST LIMITED.

     Given under my hand and seal on 23 April 1996.



                                                 HON WEI SENG
                              SENIOR ASST REGISTRAR OF COMPANIES AND BUSINESSES
                                                  SINGAPORE


<PAGE>


                           THE COMPANIES ACT, CAP. 50

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

                        PRIVATE COMPANY LIMITED BY SHARES

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





                                   MEMORANDUM


                                       AND

                             ARTICLES OF ASSOCIATION



                                       OF



                                ASE TEST LIMITED
             (Incorporating all amendments as at 14th October, 1999)





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

                  Incorporated on the 1st day of December 1995.

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





                                ALLEN & GLEDHILL
                             ADVOCATES & SOLICITORS
                                    SINGAPORE


                                     1(a)-2
<PAGE>


                           THE COMPANIES ACT, CAP. 50

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

                        PUBLIC COMPANY LIMITED BY SHARES

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

                            MEMORANDUM OF ASSOCIATION

                                       of

                                ASE TEST LIMITED

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



     1. The name of the Company is "ASE TEST LIMITED".

     2. The Registered Office of the Company will be situate in the Republic of
Singapore.

     3. The objects for which the Company is established are:-

          (1)  To carry on the business of investment and to act as a holding
               company and for that purpose (whether solely or in joint venture,
               partnership or co-operation or otherwise) to acquire any shares,
               stocks, debentures, debenture stock, scrip, loans, annuities,
               bonds, obligations, notes, securities and investments by original
               subscription (whether conditionally or otherwise), contract,
               tender, purchase, exchange, underwriting, participation in
               syndicates or otherwise, and whether or not fully paid up, and to
               make payments thereon as called up or in advance of calls or
               otherwise and to hold the same for investment (but with power to
               vary any investment) and to exercise and enforce all rights and
               powers conferred by or incident to the ownership thereof and
               otherwise to invest and deal with the moneys of the Company.

          (2)  To apply for, purchase or otherwise acquire any technology,
               patents, patent rights, formulae, trade marks, copyright,
               concessions and the like conferring any


                                     1(a)-3
<PAGE>


               exclusive or non-exclusive or limited rights to use any
               technology, invention, process, trade secret, intellectual
               property or other information which may be capable of being used
               for any of the purposes of the Company and to use, exercise,
               develop, grant licences in respect of or otherwise turn to
               account, the property, right or information so acquired.

          (3)  To carry on the business of advisers on matters relating to the
               packaging and testing of integrated circuits and any other high
               pin count and memory products and the provision of drop shipment
               services and the training of personnel therefor and to advise
               upon the means and methods for extending, developing and
               improving such packaging, testing and services and generally to
               act as consultants, managers, advisers or agents to any person
               interested or engaged in the packaging and testing of integrated
               circuits and any other high pin count and memory products and
               drop shipment services and to employ experts or provide
               facilities or any kind of assistance as may be required by such
               persons.

          (4)  To carry on the business of advisers on matters relating to the
               administration and organisation of industry and business and the
               training of personnel for industry and business and to carry on
               all or any of the businesses and management consultants and to
               advise upon the means and methods for extending developing and
               improving all types of businesses or industries and all systems
               or processes relating to any business.

          (5)  To carry on the business of packaging and testing of integrated
               circuits and other high pin count and memory products and
               provision of drop shipment services and facilities.

          (6)  To carry on business as general merchants, traders, wholesalers,
               importers, exporters, commission agents, manufacturers, agents,
               suppliers, dealers and distributors and to buy, sell,
               manufacture, supply, barter, exchange, distribute and otherwise
               deal in (including postal sales) both wholesale and retail, in
               any materials, goods, commodities and general merchandise of all
               kinds.

          (7)  To purchase, take on lease or in exchange or otherwise acquire by
               way of investment or otherwise any lands and buildings and any
               estate, right or interest in and connected


                                     1(a)-4
<PAGE>


               with any lands or buildings or both or any other form of real or
               personal property, rights or privileges or any interest in the
               same or in any mortgages, shares and securities.

          (8)  To develop and turn to account any property acquired by the
               Company or in which the Company is interested and in particular
               by laying out and preparing the same for building purposes,
               constructing, altering, pulling down, decorating, maintaining,
               furnishing, fitting up, and improving buildings, and by planting,
               paving, draining, and generally erecting and constructing works
               of every description thereon.

          (9)  To construct, develop, manage and control any hotels, clubs,
               restaurants, boarding houses, theatres, and other places of
               amusement, recreation and entertainment and to contribute or
               otherwise assist or take part in the construction, development,
               management and control thereof.

          (10) To undertake or direct the management of the property, buildings,
               lands and estates of any tenure or kind of the Company or of any
               persons or companies in the capacity of stewards or receivers or
               otherwise.

          (11) To license, lease, let or otherwise permit the use of the
               property of the Company or any part thereof whether for valuable
               consideration or not and in such manner as the Company may think
               fit.

          (12) To vary or transpose by sale, exchange or otherwise from time to
               time as may be considered expedient any of the Company's
               investments for the time being.

          (13) To establish and carry on all or any of the businesses of
               sourcing agents, mercantile agents, del credere agents,
               commission and handling agents, forwarding and receiving agents,
               brokers, dealers, distributors and representatives for all kinds
               of produce, goods, materials, wares and merchandise or every
               class and description whether in the manufactured, natural, raw
               or waste state.

          (14) To carry on any other business which may seem to the company
               capable of being conveniently carried on in connection with its
               business or calculated directly or indirectly to enhance the
               value of or render profitable any of the Company's properties or
               rights.


                                     1(a)-5
<PAGE>


          (15) To acquire and undertake the whole or any part of the business,
               property, and liabilities of any person or company carrying on
               any business which the Company is authorized to carry on, or
               possessed of property suitable for the purposes of the Company.

          (16) To amalgamate or enter into partnership or into any arrangement
               for sharing of profits, union of interest, co-operation, joint
               adventure, reciprocal concession, or otherwise, with any person
               or company carrying on or engaged in or about to carry on or
               engage in any business or transaction which the Company is
               authorized to carry on or engage in, or any business or
               transaction capable of being conducted so as directly or
               indirectly to benefit the Company.

          (17) To take, or otherwise acquire, and hold shares, debentures, or
               other securities of any other company.

          (18) To enter into any arrangements with any government or authority,
               supreme, municipal, local, or otherwise, that may seem conducive
               to the Company's objects, or any of them; and to obtain from any
               such government or authority any rights, privileges, and
               concessions which the Company may think it desirable to obtain;
               and to carry out, exercise, and comply with any such
               arrangements, rights, privileges, and concessions.

          (19) To establish and support or aid in the establishment and support
               of associations, institutions, funds, trusts, and conveniences
               calculated to benefit employees or directors or past employees or
               directors of the Company or its predecessors in business, or the
               dependants or connections of any such persons; and to grant
               pensions and allowances, and to make payments towards insurance;
               and to subscribe or guarantee money for charitable or benevolent
               objects, or for any exhibition, or for any public, general, or
               useful object.

          (20) To promote any other company or companies for the purpose of
               acquiring or taking over all or any of the property, rights, and
               liabilities of the Company, or for any other purpose which may
               seem directly or indirectly calculated to benefit the Company.

          (21) To purchase, take on lease or in exchange, hire, or otherwise
               acquire any movable or immovable properties


                                     1(a)-6
<PAGE>


               and any rights or privileges which the Company may think
               necessary or convenient for the purposes of its business, and in
               particular any land, buildings, easements, machinery, plant, and
               stock-in-trade.

          (22) To construct, improve, maintain, develop, work, manage, carry
               out, or control any buildings, works, factories, mills, roads,
               ways, tram-ways, railways, branches or sidings, bridges,
               reservoirs, watercourses, wharves, warehouses, electric works,
               shops, stores, and other works, and conveniences which may seem
               calculated directly or indirectly to advance the Company's
               interests; and to contribute to, subsidize, or otherwise assist
               or take part in the construction, improvement, maintenance,
               development, working, management, carrying out, or control
               thereof.

          (23) To guarantee and give guarantees or indemnities for the payment
               of money or the performance of contracts or obligations by any
               person or company, whether for consideration or otherwise.

          (24) To lend and advance money or give credit to any person or company
               and on such terms as may be considered expedient, and either with
               or without security, whether for consideration or otherwise to
               secure or undertake in any way the repayment of moneys lent or
               advanced to or the liabilities incurred by any person or company,
               and otherwise to assist any person or company, whether for
               consideration or otherwise.

          (25) To borrow or raise or secure the payment of money in such manner
               as the Company may think fit and to secure the same or the
               repayment or performance of any debt, liability, contract,
               guarantee or other engagement incurred or to be entered into by
               the Company in any way and in particular by the issue of
               debentures perpetual or otherwise, charged upon all or any of the
               Company's property (both present and future), including its
               uncalled capital; and to purchase, redeem, or pay off any such
               securities.

          (26) To invest and deal with the money of the Company not immediately
               required in such manner as may from time to time be thought fit.

          (27) To remunerate any person or company for services rendered, or to
               be rendered, in placing or assisting to place or guaranteeing the
               placing of any of the shares in the


                                     1(a)-7
<PAGE>


               Company's capital or any debentures, or other securities of the
               Company, or in or about the organization, formation, or promotion
               of the Company or the conduct of its business.

          (28) To draw, make, accept, endorse, discount, execute, and issue
               promissory notes, bills of exchange, bills of lading, and other
               negotiable or transferable instruments.

          (29) To sell or dispose of the undertaking of the Company or any part
               thereof for such consideration as the Company may think fit, and
               in particular for shares, debentures, or securities of any other
               company having objects altogether or in part similar to those of
               the Company.

          (30) To adopt such means of making known and advertising the business
               and products of the Company as may seem expedient.

          (31) To apply for, secure, acquire by grant, legislative enactment,
               assignment, transfer, purchase, or otherwise, and to exercise,
               carry out, and enjoy any charter, licence, power, authority,
               franchise, concession, right, or privilege, which any Government
               or authority or any corporation or other public body may be
               empowered to grant; and to pay for, aid in, and contribute
               towards carrying the same into effect; and to appropriate any of
               the Company's shares, debentures, or other securities and assets
               to defray the necessary costs, charges, and expenses thereof.

          (32) To apply for, promote, and obtain any statute, order, regulation,
               or other authorization or enactment which may seem calculated
               directly or indirectly to benefit the Company; and to oppose any
               bills, proceedings, or applications which may seem calculated
               directly or indirectly to prejudice the Company's interests.

          (33) To procure the Company to be registered or recognized in any
               country or place outside the Republic of Singapore.

          (34) To sell, improve, manage, develop, exchange, lease, dispose of,
               turn to account, or otherwise deal with all or any part of the
               property and rights of the Company.

          (35) To issue and allot fully or partly paid shares in the capital of
               the Company in payment or part payment of any movable or
               immovable property purchased or otherwise


                                     1(a)-8
<PAGE>


               acquired by the Company or any services rendered to the Company.

          (36) To distribute any of the property of the Company among the
               members in kind or otherwise but so that no distribution
               amounting to a reduction of capital shall be made without the
               sanction required by law.

          (37) To take or hold mortgages, liens, and charges to secure payment
               of the purchase price, or any unpaid balance of the purchase
               price, of any part of the Company's property of whatsoever kind
               sold by the Company, or any money due to the Company from
               purchasers and others.

          (38) To undertake and transact all kinds of agency or secretarial
               business and also to undertake and execute any trusts, the
               undertaking whereof may seem desirable, and either gratuitously
               or otherwise.

          (39) To transact any lawful business in aid of the Republic of
               Singapore in the prosecution of any war or hostilities in which
               the Republic of Singapore is engaged.

          (40) To carry out all or any of the objects of the Company and do all
               or any of the above things in any part of the world and either as
               principal, agent, contractor, or trustee, or otherwise, and by or
               through trustees or agents or otherwise, and either alone or in
               conjunction with others.

          (41) To do all such other things as are incidental or conducive to the
               attainment of the objects and the exercise of the powers of the
               Company.

     PROVIDED ALWAYS that nothing herein contained shall be deemed to empower
the Company to carry on the business of banking or insurance.

     AND IT IS HEREBY DECLARED that the word "company" in this Memorandum when
not referring to this Company shall be deemed to include any corporation
partnership association club or other body of persons whether incorporated or
not and wherever incorporated or domiciled and whether now existing or hereafter
to be formed AND further that unless the context or subject matter is
inconsistent therewith words signifying the singular number shall be deemed and
taken to include the plural and vice versa AND further that the objects
specified in each of the paragraphs in this Memorandum shall be regarded as
independent objects, and accordingly, shall be in no wise limited or restricted
(except when otherwise expressed in such paragraph), by reference to the objects
indicated in any other paragraph or the name of the Company, but may be carried


                                    1(a)-9
<PAGE>


out in as full and ample a manner and construed in as wide a sense as if each of
the said paragraphs defined the objects of a separate, distinct and independent
company.

     4. The liability of the members is limited.

     *5. The original capital of the Company is Us$150,000,000/- divided into
150,000,000 shares of US$1/- each, and the Company shall have power to increase
or reduce the capital, to consolidate or subdivide the shares into shares of
larger or smaller amounts, and to issue all or any part of the original or any
additional capital as fully paid or partly paid shares and with any special or
preferential rights or privileges or subject to any special terms or conditions,
and either with or without any special designation, and also from time to time
to alter, modify, commute, abrogate or deal with any such rights, privileges,
terms, conditions or designations in accordance with the regulations for the
time being of the Company.


         *    Note: Pursuant to an ordinary resolution passed on the 26th day
                    of September 1997, the Directors resolved that the
                    150,000,000 ordinary shares of US$1/- each in the authorised
                    capital of the Company be sub-divided into 300,000,000
                    ordinary shares of US$0.50 each on the 8th day of February
                    1998.

         *    Note: Pursuant to an ordinary resolution passed on the 4th day of
                    June 1998, the Directors resolved that the 300,000,000
                    ordinary shares of US$0.50 each in the authorised capital of
                    the Company be sub-divided into 600,000,000 ordinary shares
                    of US$0.25 each on the 4th day of April 1999.


                                    1(a)-10
<PAGE>


     WE, the several persons whose names, addresses and occupations are
subscribed, are desirous of being formed into a Company in pursuance of this
Memorandum of Association and respectively agree to take the number of shares in
the capital of the company set opposite our respective names:-

--------------------------------------------  ----------------------------------
 NAMES, ADDRESSES AND OCCUPATIONS               Number of shares taken by
          OF SUBSCRIBERS                             each Subscriber.
--------------------------------------------  ----------------------------------

        CHRISTINA HON KWEE FONG                           One
        5L, Balmoral Park
        Singapore 259839


        Advocate & Solicitor


        TAN SU MAY                                        One
        27 Holland Hill
        #04-07
        Singapore 278741


        Advocate & Solicitor
--------------------------------------------  ----------------------------------
    TOTAL NUMBER OF SHARES TAKEN                          Two
--------------------------------------------  ----------------------------------

     Dated this 29th day of November 1995

     Witness to the above signatures:-

                                                     SHARMINI CHITRAN
                                                     Advocate & Solicitor,
                                                     c/o Allen & Gledhill,
                                                     Advocates & Solicitors,
                                                     36 Robinson Road,
                                                     #18-01 City House,
                                                     Singapore 068877
                                                     ----------------


                                    1(a)-11
<PAGE>


                          THE COMPANIES ACT, CHAPTER 50

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

                        PUBLIC COMPANY LIMITED BY SHARES

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

                             ARTICLES OF ASSOCIATION

                                       of

                                ASE TEST LIMITED
           (Adopted by Special Resolution passed on 22nd April, 1996)

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

                                   PRELIMINARY

1. The regulations in Table A in the Fourth Schedule to the Companies Act,
Chapter 50 (as amended) shall not apply to the Company.

2. In these presents (if not inconsistent with the subject or context) the words
and expressions set out in the first column below shall bear the meanings set
opposite to them respectively.

     "The Act"                 The Companies Act, Chapter 50.

     "The Statutes"            The Act and every other Act for the time being
                               in force concerning companies and affecting the
                               Company.

     "These presents"          These Articles of Association as from time to
                               time altered.

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

     "Paid"                    Paid or credited as paid.

     "Seal"                    The Common Seal of the Company.

     "Month"                   Calendar month.

     "Year"                    Calendar year.


                                    1(a)-12
<PAGE>


     "In writing"              Written or produced by any substitute for writing
                               or partly one and partly another.

     "US Dollar" and "US$"     The lawful currency of the United States of
                               America.

     The expression "Secretary" shall include any person appointed by the
Directors to perform any of the duties of the Secretary and where two or more
persons are appointed to act as Joint Secretaries shall include any one of those
persons.

     All such of the provisions of these presents as are applicable to paid-up
shares shall apply to stock, and the words "share" and "shareholder" shall be
construed accordingly.

     Words denoting the singular shall include the plural and vice versa. Words
denoting the masculine shall include the feminine. Words denoting persons shall
include corporations.

     Subject as aforesaid any words or expression defined in the Act shall (if
not inconsistent with the subject or context) bear the same meanings in these
presents.

     A Special Resolution shall be effective for any purpose for which an
Ordinary Resolution is expressed to be required under any provision of these
presents.

                                  SHARE CAPITAL

*3. The authorised share capital of the Company is US$150,000,000 divided into
150,000,000 ordinary shares of US$1.00 each.

     *    Notes: Pursuant to an ordinary resolution passed on the 26th
                 day of September 1997, the Directors resolved that
                 the 150,000,000 ordinary shares of US$1/- each in the
                 authorised capital of the Company be sub-divided into
                 300,000,000 ordinary shares of US$0.50 each on the 8th day
                 of February 1998.

     *    Notes: Pursuant to an ordinary resolution passed on the 4th day
                 of June 1998, the Directors resolved that the 300,000,000
                 ordinary shares of US$0.50 each in the authorised capital of
                 the Company be sub-divided into 600,000,000 ordinary shares
                 of US$0.25 each on the 4th day of April 1999.


                                    1(a)-13
<PAGE>


                                 ISSUE OF SHARES

4. Save as provided in Section 161 of the Act, no shares may be issued by the
Directors without the prior approval of the Company in General Meeting but
subject thereto and to the provisions of these presents, and to any special
rights attached to any shares for the time being issued, the Directors may allot
or grant options over or otherwise dispose of the same to such persons on such
terms and conditions and for such consideration and at such time and subject or
not to the payment of any part of the amount thereof in cash as the Directors
may think fit, and any shares may be issued with such preferential, deferred,
qualified or special rights, privileges or conditions as the Directors may think
fit, and preference shares may be issued which are or at the option of the
Company are liable to be redeemed, the terms and manner of redemption being
determined by the Directors.

                               VARIATION OF RIGHTS

5. (A) Whenever the share capital of the Company is divided into different
classes of shares, the special rights attached to any class may, subject to the
provisions of the Statutes, be varied or abrogated either any holder of shares
of the class present in person or by proxy may demand a poll and that every such
holder shall on a poll have one vote for every share of the class held by him,
Provided always that where the necessary majority for such a Special Resolution
is not obtained at such General Meeting, consent in writing if obtained from the
holders of three-quarters in nominal value of the issued shares of the class
concerned within two months of such General Meeting shall be as valid and
effectual as a Special Resolution carried at such General Meeting. The foregoing
provisions of this Article shall apply to the variation or abrogation of the
special rights attached to some only of the shares of any class as if each group
of shares of the class differently treated formed a separate class the special
rights whereof are to be varied.

     (B) The special rights attached to any class of shares having preferential
rights shall not unless otherwise expressly provided by the terms of issue
thereof be deemed to be varied by the creation or issue of further shares
ranking as regards participation in the profits or assets of the company in some
or all respects pari passu therewith but in no respect in priority thereto.

                           ALTERATION OF SHARE CAPITAL

6. The Company may from time to time by Ordinary Resolution, whether all the
shares for the time being authorised shall have been issued or all the shares
for the time being issued shall have been fully paid-up or not, increase its
capital by such sum to be divided into shares of such amounts as the resolution
shall prescribe.


                                    1(a)-14
<PAGE>


7. Except so far as otherwise provided by the conditions of issue or by these
presents, all new shares shall be subject to the provisions of the Statutes and
of these presents with reference to allotment, payment of calls, lien, transfer,
transmission, forfeiture and otherwise.

8. The Company may by Ordinary Resolution:-

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

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

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

     (d)  subject to the provisions of the Statutes, convert any class of shares
          into any other class of shares.

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

                                     SHARES

10. Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust, and the Company shall not be bound by or
compelled in any way to recognise 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 presents or by law otherwise provided) any other right
in respect of any share, except an absolute right to the entirety thereof in the
person entered in the Register of members as the registered holder thereof.

11. Without prejudice to any special rights previously conferred on the holders
of any shares or class of shares for the time being issued, any share in the
Company may be issued with such preferred, deferred or other special rights, or
subject to such restrictions, whether as regards dividend, return of capital,
voting


                                    1(a)-15
<PAGE>


or otherwise, as the company may from time to time by Ordinary Resolution
determine (or, in the absence of any such determination, as the Directors may
determine) and subject to the provisions of the Statutes the Company may issue
preference shares which are, or at the option of the Company are liable, to be
redeemed.

12. Subject to the provisions of these presents and of the Statutes relating to
authority, pre-emption rights and otherwise and of any resolution of the Company
in General Meeting passed pursuant thereto, all unissued shares shall be at the
disposal of the Directors and they may allot (with or without conferring a right
of renunciation), grant options over or otherwise dispose of them to such
persons, at such times and on such terms as they think proper.

13. The Company may exercise the powers of paying commissions conferred by the
Statutes to the full extent thereby permitted provided that the rate or amount
of the commissions paid or agreed to be paid shall be disclosed in the manner
required by the Statutes. Such commissions may be satisfied by the payment of
cash or the allotment of fully or partly paid shares or partly in one way and
partly in the other. The Company may also on any issue of shares pay such
brokerage as may be lawful.

14. The Directors may, at any time after the allotment of any share but before
any person has been entered in the Register of Members as the holder, recognise
a renunciation thereof by the allottee in favour of some other person and may
accord to any allottee of a share a right to effect such renunciation upon and
subject to such terms and conditions as the Directors may think fit to impose.

                               SHARE CERTIFICATES

15. The certificate of title to shares in the capital of the Company shall be
issued under the Seal in such form as the Directors shall from time to time
prescribe and shall bear the autographic or facsimile signatures of at least one
Director and the Secretary or some other person appointed by the Directors, and
shall specify the number and class of shares to which it relates and the amounts
paid thereon. The facsimile signatures may be reproduced by mechanical or other
means approved by the Directors. No certificate shall be issued representing
shares of more than one class.

16. (A) The Company shall not be bound to register more than three persons as
the registered holder of a share except in the case of executors or
administrators of the estate of a deceased member.

     (B) In the case of a share registered jointly in the names of several
persons the Company shall not be bound to issue more than one certificate
therefor and delivery of a certificate to any one of the registered joint
holders shall be sufficient delivery to all.


                                    1(a)-16
<PAGE>


17. Subject to the payment of all or any part of the stamp duty payable (if any)
on each share certificate prior to the delivery thereof which the Directors in
their absolute discretion may require, every person whose name is entered as a
member in the Register of Members shall be entitled to receive within two months
after the date of allotment or within one month after the date of lodgement of a
registrable transfer one certificate for all his shares of any one class or
several certificates in reasonable denominations each for a part of the shares
so allotted or transferred. Where such a member transfers part only of the
shares comprised in a certificate or where such a member requires the Company to
cancel any certificate or certificates and issue new certificates for the
purpose of subdividing his holding in a different manner the old certificate or
certificates shall be cancelled and a new certificate or certificates for the
balance of such shares issued in lieu thereof and such member shall pay all or
any part of the stamp duty payable (if any) on each share certificate prior to
the delivery thereof which the Directors in their absolute discretion may
require and a maximum fee of $2 for each new certificate or such other fee as
the' Directors may from time to time determine having regard to any limitation
thereof as may be prescribed by any Stock Exchange upon which the shares in the
Company may be listed.

18. (A) Any two or more certificates representing shares of any one class held
by any person whose name is entered in the Register of Members may at his
request be cancelled and a single new certificate for such shares issued in lieu
without charge.

     (B) If any person whose name is entered in the Register of Members 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. Such person shall (unless such
fee is waived by the Directors) pay a maximum fee of $2 for each share
certificate issued in lieu of a share certificate surrendered for cancellation
or such other fee as the Directors may from time to time determine having regard
to any limitation thereof as may be prescribed by any Stock Exchange upon which
the shares in the Company may be listed.

     (C) In the case of shares registered jointly in the names of several
persons any such request may be made by any one of the registered joint holders.

 19. Subject to the provisions of the Statutes, if any share certificate shall
be defaced, worn out, destroyed, lost or stolen, it may be renewed on such
evidence being produced and a letter of indemnity (if required) being given by
the shareholder, transferee, person entitled, purchaser, member firm or member
company of any Stock Exchange upon which the Company is listed or on behalf of
its or their client or clients as the Directors of the Company shall require,
and (in case of defacement or wearing out) on delivery up of the old certificate
and in any case on payment of such sum not exceeding $2 as the Directors may
from time to time require together with the amount of the proper duty with which
such


                                    1(a)-17
<PAGE>


share certificate is chargeable under any law for the time being in force
relating to stamps. In the case of destruction, loss or theft, a shareholder or
person entitled to whom such renewed certificate is given shall also bear the
loss and pay to the Company all expenses incidental to the investigations by the
Company of the evidence of such destruction or loss.

                                 CALLS ON SHARES

20. The Directors may from time to time make calls upon the members in respect
of any moneys unpaid on their shares (whether on account of the nominal value of
the shares or, when permitted, by way of premium) but subject always to the
terms of issue of such shares. A call shall be deemed to have been made at the
time when the resolution of the Directors authorising the call was passed and
may be made payable by instalments.

21. Each member shall (subject to receiving at least 14 days' notice specifying
the time or times and place of payment) pay to the Company at the time or times
and place so specified the amount called on his shares. The joint holders of a
share shall be jointly and severally liable to pay all calls in respect thereof.
A call may be revoked or postponed as the Directors may determine.

22. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall pay
interest on the sum from the day appointed for payment thereof to the time of
actual payment at such rate (not exceeding ten per cent. per annum) as the
Directors determine but the Directors shall be at liberty in any case or cases
to waive payment of such interest wholly or in part.

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

24. The Directors may on the issue of shares differentiate between the holders
as to the amount of calls to be paid and the times of payment.

25. The Directors may, if they think fit, receive from any member willing to
advance the same all or any part of the moneys (whether on account of the
nominal value of the shares or by way of premium) uncalled and unpaid upon the
shares held by him and such payment in advance of calls shall extinguish pro
tanto the liability upon the shares in respect of which it is made and upon the
money so received (until and to the extent that the same would but for such
advance become payable) the Company may pay interest at such rate (not


                                    1(a)-18
<PAGE>


exceeding eight per cent. per annum) as the member paying such sum and the
Directors may agree.

                               FORFEITURE AND LIEN

26. If a member fails to pay in full any call or instalment of a call on the due
date for payment thereof, the Directors may at any time thereafter serve a
notice on him requiring payment of so much of the call or instalment as is
unpaid together with any interest which may have accrued thereon and any
expenses incurred by the Company by reason of such non-payment.

27. The notice shall name a further day (not being less than fourteen days from
the date of service of the notice) on or before which and the place where the
payment required by the notice is to be made, and shall state that in the event
of non-payment in accordance therewith the shares on which the call has been
made will be liable to be forfeited.

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

29. A share so forfeited or surrendered shall become the property of the Company
and may be sold, re-allotted or otherwise disposed of either to the person who
was before such forfeiture or surrender the holder thereof or entitled thereto
or to any other person upon such terms and in such manner as the Directors shall
think fit and at any time before a sale, re-allotment or disposition the
forfeiture or surrender may be cancelled on such terms as the Directors think
fit. The Directors may, if necessary, authorise some person to transfer or
effect the transfer of a forfeited or surrendered share to any such other person
as aforesaid.

30. A member whose shares have been forfeited or surrendered shall cease to be a
member in respect of the shares but shall notwithstanding the forfeiture or
surrender remain liable to pay to the Company all moneys which at the date of
forfeiture or surrender were presently payable by him to the Company in respect
of the shares with interest thereon at ten per cent. per annum (or such lower
rate as the Directors may determine) from the date of forfeiture or surrender
until payment and the Directors may at their absolute discretion enforce
payment without any allowance for the value of the shares at that time of
forfeiture or surrender or waive payment in whole or in part.

31. The Company shall have a first and paramount lien and charge on every share
(not being a fully paid share) and on all dividends declared or payable in
respect thereof for all moneys (whether presently payable or not) called or


                                    1(a)-19
<PAGE>


payable at a fixed time in respect of such share and for all moneys as the
Company may be called upon by law to pay in respect of the shares of the member
or deceased member. The Directors may waive any lien which has arisen and may
resolve that any share shall for some limited period be exempt wholly or
partially from the provisions of this Article.

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

33. The net proceeds of such sale after payment of the costs of such sale shall
be applied in or towards payment or satisfaction of the debts or liabilities and
any residue shall (subject to a like lien for sums not presently payable as
existed upon the shares before the sale) be paid to the person entitled to the
shares at the time of the sale or to his executors, administrators or assigns,
as he may direct.

34. A statutory declaration in writing that the declarant is a Director or the
Secretary of the Company and that a share has been duly forfeited or surrendered
or sold to satisfy a lien of the Company on a date stated in the declaration
shall be conclusive evidence of the facts therein stated as against all persons
claiming to be entitled to the share. Such declaration and the receipt of the
Company for the consideration (if any) given for the share on the sale,
re-allotment or disposal thereof together (where the same be required) with the
share certificate delivered to a purchaser or allottee thereof shall (subject to
the execution of a transfer if the same be required) constitute a good title to
the share and the share shall be registered in the name of the person to whom
the share is sold, re-allotted or disposed of. Such person shall not be bound to
see to the application of the purchase money (if any) nor shall his title to the
share be affected by any irregularity or invalidity in the proceedings relating
to the forfeiture, surrender, sale, re-allotment or disposal of the share.

                               TRANSFER OF SHARES

35. All transfers of shares may be effected in writing in the usual common form,
or in any other form which the Directors may approve. The instrument of transfer
of a share shall be signed by or on behalf of the transferor and by the witness
thereto and shall be effective although not signed or witnessed by or on behalf
of the transferee, provided that the Directors may in their absolute discretion
decline to register an instrument of transfer of a share unless it is signed or
witnessed by or on behalf of the transferee named therein. The transferor shall
be deemed to remain the holder of the share until the name of the transferee is


                                    1(a)-20
<PAGE>


entered in the Register of Members in respect thereof. Shares of different
classes shall not be comprised in the same instrument of transfer.

36. The Register of Members may be closed at such times and for such period as
the Directors may from time to time determine, provided always that such
Register shall not be closed for more than thirty days in any year, Provided
always that the Company shall give prior notice of such closure as may be
required to any Stock Exchange upon which the Company may be listed, stating the
period and purpose or purposes for which the closure is made.

37. (A) There shall be no restriction on the transfer of fully paid up shares
(except where required by law, the listing rules of any Stock Exchange upon
which the shares of the Company may be listed or the rules and/or bye-laws
governing any Stock Exchange upon which the shares of the Company may be listed)
but the Directors may in their discretion decline to register any transfer of
shares upon which the Company has a lien and in the case of shares not fully
paid up may refuse to register a transfer to a transferee of whom they do not
approve, Provided always that in the event of the Directors refusing to register
a transfer of shares, they shall within one month beginning with the day on
which the application for a transfer of shares was made, serve a notice in
writing to the applicant stating the facts which are considered to justify the
refusal as required by the Statutes.

     (B) The Directors may in their sole discretion refuse to register any
instrument of transfer of shares unless:-

          (a)  all or any part of the stamp duty (if any) payable on each share
               certificate and such fee not exceeding $2 or such other sum as
               the Directors may from time to time require, is paid to the
               Company in respect thereof;

          (b)  the instrument of transfer is deposited at the office or at such
               other place (if any) as the Directors may appoint accompanied by
               the certificates 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 and, if the
               instrument of transfer is executed by some other person on his
               behalf, the authority of the person so to do;

          (c)  the instrument of transfer is in respect of only one class of
               shares; and

          (d)  the instrument of transfer has been duly stamped with the amount
               of stamp duty, if any, with which it is chargeable under any law
               for the time being in force relating to stamps.


                                    1(a)-21
<PAGE>


38. The Company shall provide a book to be called "Register of Transfers" which
shall be kept under the control of the Directors, and in which shall be entered
the particulars of every transfer of shares.

39. All instruments of transfer which are registered may be retained by the
Company.

40. There shall be paid to the Company in respect of the registration of any
instrument of transfer or probate or letters of administration or certificate of
marriage or death or stop notice or power of attorney or other document relating
to or affecting the title to any shares or otherwise for making any entry in the
Register of Members affecting the title to any shares such fee not exceeding $2
or such other sum as the Directors may from time to time require or prescribe.

41. 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 and all dividend mandates and notifications of change of
address at any time after the expiration of six years from the date of recording
thereof and all share certificates which have been cancelled at any time after
the expiration of six years from the date of the cancellation thereof and it
shall conclusively be presumed in favour of the Company that every entry in the
Register of Members 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 of transfer so destroyed was a valid and effective instrument duly
and properly registered and every share certificate so destroyed was a valid and
effective certificate 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 provisions aforesaid shall apply only to the destruction of a
          document in good faith and without notice of any claim (regardless of
          the parties thereto) to which the document might be relevant;

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

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

                             TRANSMISSION OF SHARES


                                    1(a)-22
<PAGE>


42. In the case of the death of a member, the survivors or survivor where the
deceased was a joint holder, and the executors or administrators of the deceased
where he was a sole or only surviving holder, shall be the only person(s)
recognised by the Company as having any title to his interest in the shares, but
nothing in this Article shall release the estate of a deceased holder (whether
sole or joint) from any liability in respect of any share held by him.

43. Any person becoming entitled to the legal title in a share in consequence of
the death or bankruptcy of a member may (subject as hereinafter provided) upon
supplying to the Company such evidence as the Directors may reasonably require
to show his title to the share either be registered himself as holder of the
share upon giving to the Company notice in writing of such his desire or
transfer such share to some other person. All the limitations, restrictions and
provisions of these presents relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or
transfer as aforesaid as if the death or bankruptcy of the member had not
occurred and the notice or transfer were a transfer executed by such person.

44. Save as otherwise provided by or in accordance with these presents, a person
becoming entitled to a share in consequence 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 be entitled to the same
dividends and other advantages as those to which he would be entitled if he were
the registered holder of the share except that he shall not be entitled in
respect thereof (except with the authority of the Directors) to exercise any
right conferred by membership in relation to meetings of the Company until he
shall have been registered as a member in respect of the share.

                                      STOCK

45. The Company may from time to time by Ordinary Resolution convert any paid-up
shares into stock and may from time to time by like resolution reconvert any
stock into paid-up shares of any denomination.

46. (A) The holders of stock may transfer the same or any part thereof in the
same manner and subject to the same Articles as and subject to which the shares
from which the stock arose might previously to conversion have been transferred
(or as near thereto as circumstances admit) but no stock shall be transferable
except in such units (not being greater than the nominal amount of the shares
from which the stock arose) as the Directors may from time to time determine.

     (B) The holders of stock shall, according to the amount of stock held by
them, have the same rights, privileges and advantages as regards dividend,
return of capital, voting and other matters, as if they held the shares from
which the stock arose; but no such privilege or advantage (except as regards
participation in the profits or assets of the Company) shall be conferred by an


                                    1(a)-23
<PAGE>


amount of stock which would not; if existing in shares, have conferred such
privilege or advantage; and no such conversion shall affect or prejudice any
preference or other special privileges attached to the shares so converted.

47. The Company shall in each year hold a general meeting as its Annual General
Meeting in addition to any other meetings in that year and not more than fifteen
months shall elapse between the date of one Annual General Meeting of the
Company and that of the next, Provided that unless prohibited by the listing
rules of any stock exchange on which the Company is listed or the rules or
by-laws of such stock exchange, so long as the Company holds its First Annual
General Meeting within eighteen months of its incorporation it need not hold it
in the year of its incorporation or in the following year. All General Meetings
other than Annual General Meetings shall be called Extraordinary General
Meetings. The time and place of any General Meeting shall be determined by the
Directors."

49. Any General Meeting at which it is proposed to pass a Special Resolution or
(save as provided by the Statutes) a resolution of which special notice has been
given to the Company, shall be called by twenty-one days' notice in writing at
the least and an Annual General Meeting and any other Extraordinary General
Meeting by fourteen days' notice in writing at the least. The period of notice
shall in each case be exclusive of the day on which it is served or deemed to be
served and of the day on which the meeting is to be held and shall be given in
manner hereinafter mentioned to all members other than such as are not under the
provisions of these presents entitled to receive such notices from the Company;
Provided that

Deleted and subsituted by a special resolution at the E.G.M. held on 13 May 1996
a General Meeting notwithstanding that it has been called by a shorter notice
than that specified above shall be deemed to have been duly called if it is so
agreed:-

     (a)  in the case of an Annual General Meeting by all the members entitled
          to attend and vote thereat; and

     (b)  in the case of an Extraordinary General Meeting by a majority in
          number of the members having a right to attend and vote thereat, being
          a majority together holding not less than 95 per cent. in nominal
          value of the shares giving that right;

Provided also that the accidental omission to give notice to or the non-receipt
of notice by any person entitled thereto shall not invalidate the proceedings at
any General Meeting.

50. (A) Every notice calling a General Meeting shall specify the place and the
day and hour of the meeting, and there shall appear with reasonable prominence
in every such notice a statement that a member entitled to attend and


                                    1(a)-24
<PAGE>


vote is entitled to appoint a proxy to attend and vote instead of him and that a
proxy need not be a member of the Company.

     (B) In the case of an Annual General Meeting, the notice shall also specify
the meeting as such.

     (C) In the case of any General Meeting at which business other than routine
business is to be transacted, the notice shall specify the general nature of
such business; and if any resolution is to be proposed as a Special Resolution
or as requiring special notice, the notice shall contain a statement to that
effect.

51. Routine business shall mean and include only business transacted at an
Annual General Meeting of the following classes, that is to say:-

     (a)  declaring dividends;

     (b)  receiving and adopting the accounts, the reports of the Directors and
          Auditors and other documents required to be attached or annexed to the
          accounts;

     (c)  appointing or re-appointing Directors to fill vacancies arising at the
          meeting on retirement whether by rotation or otherwise;

     (d)  re-appointing the retiring Auditors (unless they were last appointed
          otherwise than by the Company in General Meeting); and

     (e)  fixing the remuneration of the Auditors or determining the manner in
          which such remuneration is to be fixed.

                         PROCEEDINGS AT GENERAL MEETINGS

52. The Chairman of the Board of Directors, failing whom the Deputy Chairman,
shall preside as chairman at a General Meeting. If there be no such Chairman or
Deputy Chairman, or if at any meeting neither be present within five minutes
after the time appointed for holding the meeting and willing to act, the
Directors present shall choose one of their number (or, if no Director be
present or if all the Directors present decline to take the chair, the members
present shall choose one of their number) to be chairman of the meeting.

53. No business shall be transacted at any General Meeting unless a quorum is
present at the time when the meeting proceeds to business. Save as herein
otherwise provided, the quorum at any General Meeting shall be members holding
in aggregate not less than 33 1/3 per cent. of the total issued and fully paid
shares in the capital of the Company for the time being, present in person or by
proxy. For the purpose of this Article, "Member" includes a person attending by
proxy or by attorney or as representing a corporation which is a Member.


                                    1(a)-25
<PAGE>


fit to allow) a quorum is not present, the meeting, if convened on the
requisition of members, shall be dissolved. In any other case it shall stand
adjourned to the same day in the next week (or if that day is a public holiday
then to the next business day following that public holiday) at the same time
and place or such other day, time or place as the directors may determine, and
if at such adjourned meeting a quorum is not present within fifteen minutes from
the time appointed for holding the meeting, the meeting shall be dissolved. No
notice of any such adjournment as aforesaid shall be required to be given to the
members.

55. The chairman of any General Meeting at which a quorum is present may with
the consent of the meeting (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 except business which might
lawfully have been transacted at the meeting from which the adjournment took
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 thirty days or more or sine die, not less than seven days' notice of the
adjourned meeting shall be given in like manner as in the case of the original
meeting.

56. Save as hereinbefore expressly provided, it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at an adjourned
meeting.

57. If an amendment shall be proposed to any resolution under consideration but
shall in good faith be ruled out of order by the chairman of the meeting, the
proceedings on the substantive resolution shall not be invalidated by any error
in such ruling. In the case of a resolution duly proposed as a Special
Resolution, no amendment thereto (other than a mere clerical amendment to
correct a patent error) may in any event be considered or voted upon.

58. At any General Meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless a poll is (before or on the declaration of the
result of the show of hands) demanded by:-

     (a)  the chairman of the meeting; or

     (b)  not less than three members present in person or by proxy and entitled
          to vote; or

* Deleted and substituted by a special resolution at the A.G.M. held on 4 June
1998

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


                                    1(a)-26
<PAGE>


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

Provided always that no poll shall be demanded on the choice of a chairman or on
a question of adjournment.

59. A demand for a poll may be withdrawn. Unless a poll is required a
declaration by the chairman of the meeting that a resolution has been carried,
or carried unanimously, or by a particular majority, or lost, and an entry to
that effect in the minute book, shall be conclusive evidence of that fact
without proof of the number or proportion of the votes recorded for or against
such resolution.

60. (A) If a poll is required, it shall be taken in such manner (including the
use of ballot or voting papers or tickets) as the chairman of the meeting may
direct, and the result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded. The chairman of the meeting may (and if
so directed by the meeting shall) appoint scrutineers and may adjourn the
meeting to some place and time fixed by him for the purpose of declaring the
result of the poll.

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

61. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or at
which the poll is demanded shall be entitled to a casting vote.

62. A poll demanded on any question shall be taken either immediately or at such
subsequent time (not being more than thirty days from the date of the meeting)
and place as the chairman may direct. No notice need be given of a poll not
taken immediately. The demand for a poll shall not prevent the continuance of
the meeting for the transaction of any business other than the question on which
the poll has been demanded.

                                VOTES OF MEMBERS

63. Subject and without prejudice to any special privileges or restrictions as
to voting for the time being attached to any special class of shares for the
time being forming part of the capital of the Company each member entitled to
vote may vote in person or by proxy. On a show of hands every member who is
present in person and each proxy shall have one vote and on a poll, every member
who is


                                    1(a)-27
<PAGE>


present in person or by proxy shall have one vote for every share which he holds
or represents.

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

65. Where in Singapore or elsewhere a receiver or other person (by whatever name
called) has been appointed by any court claiming jurisdiction in that behalf to
exercise powers with respect to the property or affairs of any member on the
ground (however formulated) of mental disorder, the Directors may in their
absolute discretion, upon or subject to production of such evidence of the
appointment as the Directors may require, permit such receiver or other person
on behalf of such member to vote in person or by proxy at any General Meeting or
to exercise any other right conferred by membership in relation to meetings of
the Company.

66. No member shall, unless the Directors otherwise determine, be entitled in
respect of shares held by him to vote at a General Meeting either personally or
by proxy or to exercise any other right conferred by membership in relation to
meetings of the Company if any call or other sum presently payable by him to the
Company in respect of such shares remains unpaid.

67. No objection shall be raised as to the admissibility of any vote except at
the meeting or adjourned meeting at which the vote objected to is or may be
given or tendered and every vote not disallowed at such meeting shall be valid
for all purposes. Any such objection shall be referred to the chairman of the
meeting whose decision shall be final and conclusive.

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

     (A) A member may appoint any number of proxies to attend and vote at the
same General Meeting.

     (B) The Company shall be entitled and bound, in determining rights to vote
and other matters in respect of a completed instrument of proxy submitted to it,
to have regard to the instructions (if any) given by and the notes (if any) set
out in the instrument of proxy.

     (C) In any case where a form of proxy appoints more than one proxy, the
proportion of the shareholding concerned to be represented by each proxy shall
be specified in the form of proxy.


                                    1(a)-28
<PAGE>


     (D) A proxy need not be a member of the Company.

70. (A) An instrument appointing a proxy shall be in writing in any usual or
common form or in any other form which the Directors may approve and:-

     (a)  in the case of an individual shall be signed by the appointor or his
          attorney; and

          * Deleted and substituted by a special resolution at the A.G.M. held
            on 29 May 1997

     (b)  in the case of a corporation shall be either given under its common
          seal or signed on its behalf by an attorney or a duly authorised
          officer of the corporation.

     (B) The signature on such instrument need not be witnessed. Where an
instrument appointing a proxy is signed on behalf of the appointor by an
attorney, the letter or power of attorney or a duly certified copy thereof must
(failing previous registration with the company) be lodged with the instrument
of proxy pursuant to the next following Article, failing which the instrument
may be treated as invalid.

71. An instrument appointing a proxy must be left at such place or one of such
places (if any) as may be specified for that purpose in or by way of note to or
in any document accompanying 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. The instrument shall, unless the contrary is
stated thereon, be valid as well for any adjournment of the meeting as for the
meeting to which it relates; Provided that 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.

72. An instrument appointing a proxy shall be deemed to include the right to
demand or join in demanding a poll, to move any resolution or amendment thereto
and to speak at the meeting.

73. A vote cast by proxy shall not be invalidated by the previous death or
insanity of the principal or by the revocation of the appointment of the proxy
or of the authority under which the appointment was made provided that no
intimation in writing of such death, insanity or revocation shall have been
received by the Company at the office at least one hour before the commencement
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) the time
appointed for the taking of the poll at which the vote is cast.

                     CORPORATIONS ACTING BY REPRESENTATIVES


                                    1(a)-29
<PAGE>


74. Any corporation which is a member of the Company may by resolution of its
directors or other governing body authorise such person as it thinks fit to act
as its representative at any meeting of the Company or of any class of members
of the Company. The person so authorised shall be entitled to exercise the same
powers on behalf of such corporation as the corporation could exercise if it
were an individual member of the Company and such corporation shall for the
purposes of these presents be deemed to be present in person at any such meeting
if a person so authorised is present thereat.

                                    DIRECTORS

75. Subject as hereinafter provided the Directors, all of whom shall be natural
persons, shall not be less than two nor more than fifteen in number. The Company
may by ordinary Resolution from time to time vary the minimum and/or maximum
number of Directors.

76. A Director shall not be required to hold any shares of the Company by way of
qualification. A Director who is not a member of the Company shall nevertheless
be entitled to attend and speak at General Meetings.

77. 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 otherwise provides) 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
remuneration related to the period during which he has held office.

78. Any Director who holds any executive office, or who serves on any committee
of the Directors, 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.

79. The Directors may repay to any Director all such reasonable expenses as he
may incur in attending and returning from meetings of the Directors or of any
committee of the Directors or General Meetings or otherwise in or about the
business of the Company.

8o. The Directors shall have power to pay and agree to pay pensions or other
retirement, superannuation, death or disability benefits to (or to any person in
respect of) any Director for the time being holding any executive office and for
the purpose of providing any such pensions or other benefits to contribute to
any scheme or fund or to pay premiums.

81. (A) A Director may be party to or in any way interested in any contract or
arrangement or transaction to which the Company is a party or in which the


                                    1(a)-30
<PAGE>


Company is in any way interested and he may hold and be remunerated in respect
of any office or place of profit (other than the office of Auditor of the
Company or any subsidiary thereof) under the Company or any other company in
which the Company is in any way interested and he (or any firm of which he is a
member) may act in a professional capacity for the Company or any such other
company and be remunerated therefor and in any such case as aforesaid (save as
otherwise agreed) he may retain for his own absolute use and benefit all profits
and advantages accruing to him thereunder or in consequence thereof.

     (B) Every Director shall observe the provisions of section 156 of the Act
relating to the disclosure of the interests of the Directors in contracts or
proposed contracts with the Company or of any office or property held by a
Director which might create duties or interests in conflict with his duties or
interests as a Director. Subject to such disclosure, a Director shall be
entitled to vote in respect of any contract or arrangement in which he is
interested and he shall be taken into account in ascertaining whether a quorum
is present.

 82. (A) The Directors may from time to time appoint one or more of their body
to be the holder of any executive office (including, where considered
appropriate, the office of Chairman or Deputy Chairman) on such terms and for
such period as they may (subject to the provisions of the Statutes) 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 or Deputy
Chairman or Managing or Joint Managing or Deputy or Assistant Managing Director
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.

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

                               MANAGING DIRECTORS

84. The Directors may from time to time appoint one or more of their body to be
Managing Director or Managing Directors of the Company and may from time


                                    1(a)-31
<PAGE>


to time (subject to the provisions of any contract between him or them and the
Company) remove or dismiss him or them from office and appoint another or others
in his or their places.

85. A Managing Director shall be subject to retirement by rotation and he shall
be taken into account in determining the rotation of retirement of Directors
and, in addition, he shall, subject to the provisions of any contract between
him and the Company, be subject to the same provisions as to resignation and
removal as the other Directors of the Company and if he ceases to hold the
office of Director from any cause he shall ipso facto and immediately cease to
be a Managing Director.

86. The remuneration of a Managing Director shall from time to time be fixed by
the Directors and may subject to these presents be by way of salary or
commission or participation in profits or by any or all these modes.

87. A Managing Director shall at all times be subject to the control of the
Directors but subject thereto the Directors may from time to time entrust to and
confer upon a Managing Director for the time being such of the powers
exercisable under these presents by the Directors as they may think fit and may
confer such powers for such time and to be exercised on such terms and
conditions and with such restrictions as they think expedient and they may
confer such powers either collaterally with or to the exclusion of and in
substitution for all or any of the powers of the Directors in that behalf and
may from time to time revoke, withdraw, alter or vary all or any of such powers.

                     APPOINTMENT AND RETIREMENT OF DIRECTORS

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

     (a)  if he shall become prohibited by law from acting as a Director; or

     (b)  if (not being a Director holding any executive office for a fixed
          term) he shall resign by writing under his hand left at the Office or
          if he shall in writing offer to resign and the Directors shall resolve
          to accept such offer; or

     (c)  if he shall have a receiving order made against him or shall compound
          with his creditors generally; or

     (d)  if he becomes of unsound mind or if in Singapore or elsewhere an order
          shall be made by any court claiming jurisdiction in that behalf on the
          ground (however formulated) of mental disorder for his detention or
          for the appointment of a guardian or for the appointment of a


                                    1(a)-32
<PAGE>


               receiver or other person (by whatever name called) to exercise
               powers with respect to his property or affairs; or by

     (i)  *by adding the following before Article 89 as Article 89A:

          "Notwithstanding anything to the contrary in these Articles, for so
          long as each of J & R Holding Ltd, a corporation incorporated in
          Bermuda and having its registered office at Cedar House, 41 Cedar
          Avenue, Hamilton HM 12, Bermuda and ASE Holdings Ltd, a corporation
          incorporated in Bermuda and having its registered office at Cedar
          House, 41 Cedar Avenue, Hamilton HM 12, Bermuda are registered as the
          holders of at least one percentum (1%) of the issued and paid up
          capital of the Company for the time being, each of J & R Holding Ltd
          and ASE Holdings Ltd shall be entitled to appoint one Director and to
          remove and replace any person so appointed. Notwithstanding anything
          to the contrary in these Articles, any person appointed as a Director
          pursuant to this Article 89A shall not be subject to the provisions of
          these Articles relating to retirement or re-election."

     (ii) by deleting Article 89 in toto and substituting therefor the following
          as new Article 89:-

          "Subject to the provisions of Section 145 of the Act and as provided
          in Article 90, at the conclusion of the Annual General Meeting
          convened in 2002 and at the conclusion of every third Annual General
          Meeting thereafter, all of the Directors for the time being (save for
          the Directors appointed by J & R Holding Ltd and ASE Holdings Ltd
          pursuant to Article 89A above) shall retire from office. A retiring
          Director shall be eligible for re-election and if re-elected shall be
          deemed to have been re-elected contemporaneously with his retirement."

     *Deleted and added by a Special Resolution at the EGM held on 14th October,
     1999

 91. The Company at the meeting at which a Director retires under any provision
of these presents may by Ordinary Resolution fill the office being vacated by
electing thereto the retiring Director or some other person eligible for
appointment. In default the retiring Director shall be deemed to have been
re-elected except in any of the following cases:-

     (a)  where at such meeting it is expressly resolved not to fill such office
          or a resolution for the re-election of such Director is put to the
          meeting and lost;

     (b)  where such Director has given notice in writing to the Company that he
          is unwilling to be re-elected;


                                    1(a)-33
<PAGE>


     (c)  where the default is due to the moving of a resolution in
          contravention of the next following Article; or

     (d)  where such Director has attained any retiring age applicable to him as
          Director.

The retirement shall not have effect until the conclusion of the meeting except
where a resolution is passed to elect some other person in the place of the
retiring Director or a resolution for his re-election is put to the meeting and
lost and accordingly a retiring Director who is re-elected or deemed to have
been re-elected will continue in office without a break.

92. A resolution for the appointment of two or more persons as Directors by a
single resolution shall not be moved at any General Meeting unless a resolution
that it shall be so moved has first been agreed to by the meeting without any
vote being given against it; and any resolution moved in contravention of this
provision shall be void.

93. No person other than a Director retiring at the meeting shall, unless
recommended by the Directors for election, be eligible for appointment as a
Director at any General Meeting unless not less than eleven nor more than
forty-two days (inclusive of the date on which the notice is given) before the
date appointed for the meeting there shall have been lodged at the Office notice
in writing signed by some member (other than the person to be proposed) duly
qualified to attend and vote at the meeting for which such notice is given of
his intention to propose such person for election and also notice in writing
signed by the person to be proposed of his willingness to be elected, Provided
that in the case of a person recommended by the Directors for election not less
than nine clear days' notice shall be necessary and notice of each and every
such person shall be served on the members at least seven days prior to the
meeting at which the election is to take place.

94. The Company may in accordance with and subject to the provisions of the
Statutes by Ordinary Resolution of which special notice has been given remove
any Director from office (notwithstanding any provision of these presents or of
any agreement between the Company and such Director, but without prejudice to
any claim he may have for damages for breach of any such agreement) and appoint
another person in place of a Director so removed from office and any person so
appointed shall be treated for the purpose of determining the time at which he
or any other Director is to retire by rotation as if he had become a Director on
the day on which the Director in whose place he is appointed was last elected a
Director. In default of such appointment the vacancy arising upon the removal of
a Director from office may be filled as a casual vacancy.

95. The Company may by Ordinary Resolution appoint any person to be a Director
either to fill a casual vacancy or as an additional Director. without prejudice
thereto the Directors shall have power at any time so to do, but so that


                                    1(a)-34
<PAGE>


the total number of Directors shall not thereby exceed the maximum number (if
any) fixed by or in accordance with these presents. Any person so appointed by
the Directors shall hold office only until the next Annual General Meeting and
shall then be eligible for re-election.

                               ALTERNATE DIRECTORS

96. (A) Any Director may at any time by writing under his hand and deposited at
the office, or delivered at a meeting of the Directors, appoint any person to be
his alternate Director and may in like manner at any time terminate such
appointment. Such appointment, unless previously approved by the Directors,
shall have effect only upon and subject to being so approved.

     (B) A Director or any other person may act as an alternate Director to
represent more than one Director and such alternate Director shall be entitled
at Directors' meetings to one vote for every Director whom he represents in
addition to his own vote if he is a Director.

     (C) The appointment of an alternate Director shall determine on the
happening of any event which if he were a Director would cause him to vacate
such office or if the Director concerned (below called "his principal") ceases
to be a Director.

     (D) An alternate Director shall (except when absent from Singapore) be
entitled to receive notices of meetings of the Directors and shall be entitled
to attend and vote as a Director at any such meeting at which his principal is
not personally present and generally at such meeting to perform all functions of
his principal as a Director and for the purposes of the proceedings at such
meeting the provisions of these presents shall apply as if he (instead of his
principal) were a Director. If his principal is for the time being absent from
Singapore or temporarily unable to act through ill health or disability, his
signature to any resolution in writing of the Directors shall be as effective as
the signature of his principal. To such extent as the Directors may from time to
time determine in relation to any committees of the Directors, the foregoing
provisions of this paragraph shall also apply mutatis mutandis to any meeting of
any such committee of which his principal is a member. An alternate Director
shall not (save as aforesaid) have power to act as a Director nor shall he be
deemed to be a Director for the purposes of these presents.

     (E) An alternate Director shall not be taken into account in reckoning the
minimum or maximum number of Directors allowed for the time being under these
presents but he shall be counted for the purpose of reckoning whether a quorum
is present at any meeting of the Directors attended by him at which he is
entitled to vote Provided that he shall not constitute a quorum under Article 99
if he is the only person present at the meeting notwithstanding that he may be
an alternate to more than one Director.


                                    1(a)-35
<PAGE>


     (F) An alternate Director shall be entitled to contract and be interested
in and benefit from contracts or arrangements or transactions and to be repaid
expenses and to be indemnified to the same extent mutatis mutandis as if he were
a Director.

                      MEETINGS AND PROCEEDINGS OF DIRECTORS

97. Subject to the provisions of these presents the Directors may meet together
for the despatch of business, adjourn and otherwise regulate their meetings as
they think fit. At any time any Director may, and the Secretary on the
requisition of a Director shall, summon a meeting of the Directors. It shall not
be necessary to give notice of a meeting of Directors to any Director for the
time being absent from Singapore. Any Director may waive notice of any meeting
and any such waiver may be retroactive.

98. The Directors may hold or participate in a meeting of the Directors by means
of conference telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person. The meeting shall be deemed
to be held at the place where the person taking the minutes of the meeting is
situated.

99. The quorum necessary for the transaction of the business of the Directors
may be fixed from time to time by the Directors and unless so fixed at any other
number shall be two. A meeting of the Directors at which a quorum is present
shall be competent to exercise all powers and discretion for the time being
exercisable by the Directors.

100. Questions arising at any meeting of the Directors shall be determined by a
majority of votes. In case of an equality of votes the chairman of the meeting
shall have a second or casting vote.

101. The continuing Directors may act notwithstanding any vacancies, but if and
so long as the number of Directors is reduced below the minimum number fixed by
or in accordance with these presents the continuing Directors or Director may
act for the purpose of filling up such vacancies or of summoning General
Meetings, but not for any other purpose. If there be no Directors or Director
able or willing to act, then any two members may summon a General Meeting for
the purpose of appointing Directors.

102. (A) The Directors may elect from their number a Chairman and a
Deputy Chairman (or two or more Deputy Chairmen) and determine the period for
which each is to hold office. If no Chairman or Deputy Chairman shall have been
appointed or if at any meeting of the Directors no Chairman or Deputy Chairman
shall be present within five minutes after the time appointed for holding the
meeting, the Directors present may choose one of their number to be chairman of
the meeting.


                                    1(a)-36
<PAGE>


     (B) If at any time there is more than one Deputy Chairman the right in the
absence of the Chairman to preside at a meeting of the Directors or of the
Company shall be determined as between the Deputy Chairmen present (if more than
one) by seniority in length of appointment or otherwise as resolved by the
Directors.

 103. A resolution in writing signed by such number of Directors as are
sufficient to form a quorum shall be as effective as a resolution duly passed at
a meeting of the Directors and may consist of several documents in the like
form, each signed by one or more Directors. The expressions "in writing" and
"signed" include approval by telefax, telex, cable or telegram by any such
Director.

104. The Directors may delegate any of their powers or discretion to committees
consisting of one or more members of their body and (if thought fit) one or more
other persons co-opted as hereinafter provided. Any committee so formed shall in
the exercise of the powers so delegated conform to any regulations which may
from time to time be imposed by the Directors. Any such regulations may provide
for or authorise the co-option to the committee of persons other than Directors
and for such co-opted members to have voting rights as members of the committee.

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

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

                                BORROWING POWERS

107. Subject as hereinafter provided and to the provisions of the Statutes, the
Directors may exercise all the powers of the Company to borrow money, 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 of any third party.

                           GENERAL POWERS OF DIRECTORS


                                    1(a)-37
<PAGE>


108. The business and affairs of the Company shall be managed by the Directors,
who may exercise all such powers of the Company as are not by the Statutes or by
these presents required to be exercised by the Company in General Meeting, but
subject nevertheless to any regulations of these presents, to the provisions of
the Statutes and to such regulations, being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by Special Resolution of the
Company, but no regulation so made by the Company shall invalidate any prior act
of the Directors which would have been valid if such regulation had not been
made; Provided that the Directors shall not carry into. effect any proposals for
selling or disposing of the whole or substantially the whole of the Company's
undertaking unless such proposals have been approved by the Company in General
Meeting. The general powers given by this Article shall not be limited or
restricted by any special authority or power given to the Directors by any other
Article.

109. The Directors may establish any local boards or agencies for managing any
of the affairs of the Company, either in Singapore or elsewhere, and may appoint
any persons to be members of such local boards, or any managers or agents, and
may fix their remuneration, and may delegate to any local board, manager or
agent any of the powers, authorities and discretions vested in the Directors,
with power to sub-delegate, and may authorise the members of any local boards,
or any of them, to fill any vacancies therein, and to act notwithstanding
vacancies, and any such appointment or delegation may be made upon such terms
and subject to such conditions as the Directors may think fit, and the Directors
may remove any person so appointed, and may annul or vary any such delegation,
but no person dealing in good faith and without notice of any such annulment or
variation shall be affected thereby.

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

111. The Company or the Directors on behalf of the Company may in exercise of
the powers in that behalf conferred by the Statutes cause to be kept a Branch
Register or Registers of Members and the Directors may (subject to the
provisions of the Statutes) make and vary such regulations as they may think fit
in respect of the keeping of any such Register.

112. All cheques, promissory notes, drafts, bills of exchange, and other
negotiable or transferable instruments, and all receipts for moneys paid to the


                                    1(a)-38
<PAGE>


Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as
the case may be, in such manner as the Directors shall from time to time by
resolution determine.

                                    SECRETARY

113. The Secretary shall be appointed by the Directors on such terms and for
such period as they may think fit. Any Secretary so appointed may at any time be
removed from office by the Directors, but without prejudice to any claim for
damages for breach of any contract of service between him and the Company. If
thought fit two or more persons may be appointed as Joint Secretaries. The
Directors may also appoint from time to time on such terms as they may think fit
one or more Assistant Secretaries. The appointment and duties of the Secretary
or Joint Secretaries shall not conflict with the provisions of the Act and in
particular Section 171 of the Act.

                                    THE SEAL

114. The Directors shall provide for the safe custody of the seal which shall
not be used without the authority of the Directors or of a committee authorised
by the Directors in that behalf.

115. Every instrument to which the Seal shall be affixed shall be signed
autographically by one Director and the Secretary (or another person appointed
by the Directors in place of the Secretary for the purpose) or by two Directors
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 or affixed by some method
or system of mechanical signature or other method approved by the Directors.

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

     (B) The Company may exercise the powers conferred by the Statutes with
regard to having a duplicate Seal as referred to in Section 124 of the Act which
shall be a facsimile of the Seal with the addition on its face of the words
"Share Seal".

                           AUTHENTICATION OF DOCUMENTS

117. (A) Any Director or the Secretary or any person appointed by the Directors
for the purpose shall have power to authenticate any documents affecting the
constitution of the Company and any resolutions passed by the Company or the
Directors or any committee, and any books, records, documents and accounts
relating to the business of the Company, and to certify copies thereof or
extracts therefrom as true copies or extracts; and where any books,


                                    1(a)-39
<PAGE>


records, documents or accounts are elsewhere than at the office the local
manager or other officer of the Company having the custody thereof shall be
deemed to be a person appointed by the Directors as aforesaid.

     (B) A document purporting to be a copy of a resolution, or an extract from
the minutes of a meeting, of the Company or of the Directors or any committee
which is certified as aforesaid shall be conclusive evidence in favour of all
persons dealing with the Company upon the faith thereof that such resolution has
been duly passed, or as the case may be, that any minute so extracted is a true
and accurate record of proceedings at a duly constituted meeting.

                                    RESERVES

118. The Directors may from time to time set aside out of the profits of the
Company and carry to reserve such sums as they think proper which, at the
discretion of the Directors, shall be applicable for any purpose to which the
profits of the Company may properly be applied and pending such application may
either be employed in the business of the Company or be invested. The Directors
may divide the reserve into such special funds as they think fit and may
consolidate into one fund any special funds or any parts of any special funds
into which the reserve may have been divided. The Directors may also, without
placing the same to reserve, carry forward any profits. In carrying sums to
reserve and in applying the same the Directors shall comply with the provisions
of the Statutes.

                                    DIVIDENDS

119. The Company may by Ordinary Resolution declare dividends but no such
dividend shall exceed the amount recommended by the Directors.

 120. If and so far as in the opinion of the Directors the profits of the
Company justify such payments, the Directors may declare and pay the fixed
dividends on any class of shares carrying a fixed dividend expressed to be
payable on fixed dates on the half-yearly or other dates prescribed for the
payment thereof and may also from time to time declare and pay interim dividends
on shares of any class of such amounts and on such dates and in respect of such
periods as they think fit.

121. Unless and to the extent that the rights attached to any shares or the
terms of issue thereof otherwise provide, all dividends shall (as regards any
shares not fully paid throughout the period in respect of which the dividend is
paid) be apportioned and paid pro rata according to the amounts paid on the
shares during any portion or portions of the period in respect of which the
dividend is paid. For the purposes of this Article no amount paid on a share in
advance of calls shall be treated as paid on the share.

122. No dividend shall be paid otherwise than out of profits available for
distribution under the provisions of the Statutes.


                                    1(a)-40
<PAGE>


123. No dividend or other moneys payable on or in respect of a share shall bear
interest as against the Company.

124. (A) The Directors may retain any dividend or other moneys payable on or in
respect of a share on which the Company has a lien and may apply the same in or
towards satisfaction of the debts, liabilities or engagements in respect of
which the lien exists.

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

125. The waiver in whole or in part of any dividend on any share by any document
(whether or not under seal) shall be effective only if such document is signed
by the shareholder (or the person entitled to the share in consequence of the
death or bankruptcy of the holder) and delivered to the Company and if or to the
extent that the same is accepted as such or acted upon by the Company.

126. The Company may upon the recommendation of the Directors by Ordinary
Resolution direct payment of a dividend in whole or in part by the distribution
of specific assets (and in particular of paid-up shares or debentures of any
other company) and the Directors shall give effect to such resolution. Where any
difficulty arises in regard to such distribution, the Directors may settle the
same as they think expedient and in particular may issue fractional
certificates, may fix the value for distribution of such specific assets or any
part thereof, may determine that cash payments shall be made to any members upon
the footing of the value so fixed in order to adjust the rights of all parties
and may vest any such specific assets in trustees as may seem expedient to the
Directors.

127. Any dividend or other moneys payable in cash on or in respect of a share
may be paid by cheque or warrant sent through the post to the registered address
of a member or person entitled thereto (or, if two or more persons are
registered as joint holders of the share or are entitled thereto in consequence
of the death or bankruptcy of the holder, to any one of such persons) or to such
person at such address as such member or person or persons may by writing
direct. Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent or to such person as the holder or joint holders or
person or persons entitled to the share in consequence of the death or
bankruptcy of the holder may direct and payment of the cheque or warrant by the
banker upon whom it is drawn shall be a good discharge to the Company. Every
such cheque or warrant shall be sent at the risk of the person entitled to the
money represented thereby.

128. If two or more persons are registered as joint holders of any share, or are
entitled jointly to a share in consequence of the death or bankruptcy of the
holder,


                                    1(a)-41
<PAGE>


any one of them may give effectual receipts for any dividend or other
moneys payable or property distributable on or in respect of the share.

129. 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 shall be payable to the persons registered as the
holders of such shares at the close of business on a particular date 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.

130. The payment by the Directors of any unclaimed dividends or other moneys
payable on or in respect of a share into a separate account shall not constitute
the Company a trustee in respect thereof. All dividends unclaimed after being
declared may be invested or otherwise made use of by the Directors for the
benefit of the Company and any dividend unclaimed after a period of six years
from the date of declaration of such dividend may be forfeited and if so shall
revert to the Company but the Directors may at any time thereafter at their
absolute discretion annul any such forfeiture and pay the dividend so forfeited
to the person entitled thereto prior to the forfeiture.

131. A transfer of shares shall not pass the right to any dividend declared on
such shares before the registration of the transfer.

                     CAPITALISATION OF PROFITS AND RESERVES

132. The Directors may, with the sanction of an Ordinary Resolution of the
Company, capitalise any sum standing to the credit of any of the Company's
reserve accounts (including Share Premium Account, Capital Redemption Reserve
Fund or other undistributable reserve) or any sum standing to the credit of
profit and loss account by appropriating such sum to the holders of shares in
the Register of Members at the close of business on the date of the Resolution
(or such other date as may be specified therein or determined as therein
provided) in proportion to their then holdings of shares and applying such sum
on their behalf in paying up in full unissued shares (or, subject to any special
rights previously conferred on any shares or class of shares for the time being
issued, unissued shares of any other class not being redeemable shares) for
allotment and distribution credited as fully paid up to and amongst them as
bonus shares in the proportion aforesaid. The Directors may do all acts and
things considered necessary or expedient to give effect to any such
capitalisation, with full power to the Directors to make such provisions as they
think fit for any fractional entitlements which would arise on the basis
aforesaid (including provisions whereby fractional entitlements are disregarded
or the benefit thereof accrues to the Company rather than to the members
concerned). The Directors may authorise any person to enter on behalf of all the
members interested into an agreement with the Company providing for any such
capitalisation and matters incidental thereto


                                    1(a)-42
<PAGE>


and any agreement made under such authority shall be effective and binding on
all concerned.

                                    ACCOUNTS

133. Accounting records sufficient to show and explain the Company's
transactions and otherwise complying with the Statutes shall be kept at the
Office, or at such other place as the Directors think fit. No member of the
Company or other person shall have any right of inspecting any account or book
or document of the Company except as conferred by statute or ordered by a court
of competent jurisdiction or authorised by the Directors.

134. In accordance with the provisions of the Act, the Directors shall cause to
be prepared and to be laid before the Company in General Meeting such profit
and-loss accounts, balance sheets, group accounts (if any) and reports as may be
necessary.

135. A copy of every balance sheet and profit and loss account which is to be
laid before a General Meeting of the Company (including every document required
by law to be comprised therein or attached or annexed thereto) shall not less
than fourteen days before the date of the meeting be sent to every member of,
and every holder of debentures of, the Company and to every other person who is
entitled to receive notices of meetings from the Company under the provisions of
the Statutes or of these presents; Provided that this Article shall not require
a copy of these documents to be sent to more than one or any joint holders or to
any person of whose address the Company is not aware, but any member or holder
of debentures to whom a copy of these documents has not been sent shall be
entitled to receive a copy free of charge on application at the Office.

                                    AUDITORS

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

137. An Auditor shall be entitled to attend any General Meeting and to receive
all notices of and other communications relating to any General Meeting which
any member is entitled to receive and to be heard at any General Meeting on any
part of the business of the meeting which concerns him as Auditor.

                                     NOTICES

138. (A) Any notice or document (including a share certificate) may be served on
or delivered to any member by the Company in any of the following ways:-


                                    1(a)-43
<PAGE>


          (a)  by delivering the notice personally to him; or

          (b)  by sending it by prepaid mail to him at his registered address in
               Singapore or where such address is outside Singapore by prepaid
               air-mail; or

          (c)  by sending a cable or telex, or telefax containing the text of
               the notice to him at his registered address in Singapore or where
               such address is outside Singapore to such address or to any other
               address as might have been previously notified by the member
               concerned to the Company.

     (B) Any notice or other communication served under any of the provisions of
these presents on or by the company or any officer of the Company may be tested
or verified by telex or telefax or telephone or such other manner as may be
convenient in the circumstances but the Company and its officers are under no
obligation so to test or verify any such notice or communication.

139. Any notice given to that one of the joint holders of a share whose name
stands first in the Register of Members the share shall be sufficient notice to
all the joint holders in their capacity as such.

140. Any member shall be entitled to have served upon him at his registered
address any notice to which he is entitled under these presents.

141. A person entitled to a share in consequence 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, and upon supplying also to
the Company an address within Singapore for the service of notices, shall be
entitled to have served upon or delivered to him at such address any notice or
document to which the member but for his death or bankruptcy would have been
entitled, and such service or delivery shall for all purposes be deemed a
sufficient service or delivery of such notice or document on all persons
interested (whether jointly with or as claiming through or under him) in the
share. Save as aforesaid any notice or document delivered or sent by post to or
left at the address of any member in pursuance of these presents shall,
notwithstanding that such member be then dead or bankrupt or in liquidation, and
whether or not the Company shall have notice of his death or bankruptcy or
liquidation, be deemed to have been duly served or delivered in respect of any
share registered in the name of such member as sole or first-named joint holder.

142. (A) Any notice given in conformity with Article 138 shall be deemed to have
been given at any of the following times as may be appropriate:

          (a)  when it is delivered personally to the member, at the time when
               it is so delivered;


                                    1(a)-44
<PAGE>


          (b)  when it is sent by prepaid mail to an address in Singapore or by
               prepaid airmail to an address outside Singapore, on the day
               following that on which the notice was put into the post;

          (c)  when the notice is sent by cable or telex, or telefax on the day
               it is so sent.

     (B) In proving such service or sending, it shall be sufficient to prove
that the letter containing the notice or document was properly addressed and put
into the post office as a prepaid letter or airmail letter as the case may be or
that a telex or telefax was properly addressed and transmitted or that a cable
was properly addressed and handed to the relevant authority for despatch.

143. Any notice on behalf of the Company or of the Directors shall be deemed
effectual if it purports to bear the signature of the Secretary or other duly
authorised officer of the Company, whether such signature is printed or written.

144. When a given number of days' notice or notice extending over any other
period is required to be given the day of service shall, unless it is otherwise
provided or required by these presents or by the Act, not be counted in such
number of days or period.

145. (A) Notice of every General Meeting Notice shall be given in manner
hereinbefore authorised to:-

          (a)  every member;

          (b)  every person entitled to a share in consequence of the death or
               bankruptcy or otherwise of a member who but for the same would be
               entitled to receive notice of the Meeting; and

          (c)  the Auditor for the time being of the Company.

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

                                   WINDING UP

146. The Directors shall have power in the name and on behalf of the Company to
present a petition to the court for the Company to be wound up.

147. If the company shall be wound up (whether the liquidation is voluntary,
under supervision, or by the court) the Liquidator may, with the authority of a
Special Resolution, divide among the members in specie or kind the whole or any
part of the assets of the Company and whether or not the assets shall consist of
property of one kind or shall consist of properties of different kinds, and may
for


                                    1(a)-45
<PAGE>


such purpose set such value as he deems fair upon any one or more class or
classes of property and may determine how such division shall be carried out as
between the members of different classes of members. The Liquidator may, with
the like authority, vest any part of the assets in trustees upon such trusts for
the benefit of members as the Liquidator with the like authority shall think
fit, and the liquidation of the Company may be closed and the Company dissolved,
but so that no contributory shall be compelled to accept any shares or other
property in respect of which there is a liability.

                                    INDEMNITY

148. Subject to the provisions of and so far as may be permitted by the
Statutes, every Director, 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 (including, without limitation, where he serves at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture or other enterprise) or in relation thereto including
any liability 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 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. Without prejudice to the generality of the foregoing, no
Director, Manager, Secretary or other officer of the Company shall be liable (i)
for the acts, receipts, neglects or defaults of any other Director or officer,
(ii) for joining in any receipt or other act for conformity, (iii) for any loss
or expense happening to the Company through the insufficiency or deficiency of
title to any property acquired by order of the Directors for or on behalf of the
Company, (iv) for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Company shall be invested, (v) for any loss or
damage arising from the bankruptcy, insolvency or tortious act of any person
with whom any moneys, securities or effects shall be deposited or left or (vi)
for any other loss, damage or misfortune whatever which shall happen in the
execution of the duties of his office or in relation thereto unless the same
shall happen through his own negligence, default, breach of duty or breach of
trust.

                                     SECRECY

149. No member shall be entitled to require discovery of or any information
respecting any detail of the Company's trade or any matter which may be in the
nature of a trade secret, mystery of trade or secret process which may relate to
the conduct of the business of the Company and which in the opinion of the
Directors it will be inexpedient in the interest of the members of the Company
to communicate to the public save as may be authorised by law.


                                    1(a)-46
<PAGE>


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

                NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

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





                             CHRISTINA HON KWEE FONG
                                5L Balmoral Park
                                Singapore 259839



                              Advocate & Solicitor





                                   TAN SU MAY
                                 27 Holland Hill
                                     #04-07
                                Singapore 278741

                              Advocate & Solicitor

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

           Dated this 29th day of November 1995.

           Witness to the above signatures:-



                                                     SHARMINI CHITRAN
                                                     Advocate & Solicitor,
                                                     c/o Allen & Gledhill,
                                                     Advocates & Solicitors,
                                                     36 Robinson Road,
                                                     #18-01 City House,
                                                     Singapore 068877


                                    1(a)-47