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                                                                      EXHIBIT 1


              MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
                                       OF
                               TRINITY BIOTECH PLC











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                           C0MPANIES ACTS 1963 TO 1990

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


                             PUBLIC LIMITED COMPANY

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


                            MEMORANDUM OF ASSOCIATION

                                       OF

                     TRINITY BIOTECH PUBLIC LIMITED COMPANY

              AS AMENDED BY SPECIAL RESOLUTION DATED 28TH MAY 2001


1.       The name of the Company is TRINITY BIOTECH Public Limited Company.

2.       The Company is to be a public limited company.

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


         (1)      (a)      To subscribe for, take, purchase or otherwise acquire
                           and hold shares or other interests or securities or
                           any other company, business or undertaking;

                  (b)      To exercise and enforce all rights and powers
                           conferred by or incident directly or indirectly to
                           the ownership of any shares, stock, notes, bonds,
                           loans, contracts, agreements, obligations and
                           securities and to provide managerial and other
                           executive, supervisory and consultancy services for
                           or in relation to any company or enterprise in which
                           the Company is interested upon such terms as may be
                           thought fit;

                  (c)      To carry on any business capable of being carried on
                           so as directly or indirectly to benefit the Company
                           and in particular, but without prejudice to the
                           generality of the foregoing, to carry on either
                           itself or through subsidiaries, associated companies,
                           investments or otherwise the businesses of
                           researchers, manufacturers, buyers, sellers, and
                           distributing agents of and dealers in all kinds of
                           patent, pharmaceutical, medicinal, and diagnostic
                           preparations, equipment and devices, patent
                           medicines, technologies, drugs, cosmetics,
                           preparations, techniques and accessories of every
                           description, and of and in pharmaceutical, medicinal,
                           proprietary and industrial preparations, compounds,
                           and articles and devices of all kinds, chemists ,
                           druggists, and chemical manufacturers merchants and
                           dealers; and to manufacture, develop, make up,
                           prepare, buy, sell, and deal in all articles,
                           substances, devices and equipment, and things
                           commonly or conveniently used in or for making up,
                           preparing or packing any of the products in which the
                           Company is authorised to deal, or which may be
                           required by customers of or persons having dealings
                           with the Company.

         (2)      To purchase, take on lease or in exchange, hire or otherwise
                  acquire and hold real, chattel real and personal property of
                  all kinds and in particular lands, tenements and hereditaments
                  of any tenure whether subject or not to any charges or
                  incumbrances.

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         (3)      To hold, sell, let, alienate, mortgage, charge or otherwise
                  deal with any of the real and personal property, assets or
                  undertaking of the Company or any part thereof for such
                  consideration as the Company may think fit, and in particular
                  (without prejudice to the generality of the foregoing) for
                  shares, debentures or securities of any other company whether
                  or not having objects altogether or in part similar to those
                  of this Company.

         (4)      To vest any real or personal property, rights or interests
                  acquired by or belonging to the Company in any person or
                  company on behalf of or for the benefit of the Company, and
                  with or without any declared Trust in favour of the Company.

         (5)      To undertake and execute the office of nominees for the
                  purpose of holding and dealing with any real or personal
                  property or security of any kind for or on behalf of any
                  government, local authority, mortgagee, company, person or
                  body: to act as nominee or agent generally for any purpose and
                  either solely or jointly with another or others for any
                  person, company, corporation, government, state or province,
                  or for any municipal or other authority or local body; to
                  undertake and execute the office of trustee, executor,
                  administrator, registrar, secretary, committee or attorney to
                  undertake the management of any business or undertaking or
                  transaction, and generally to undertake, perform and fulfil
                  any trust or agency business of any kind and any office of
                  trust or confidence.

         (6)      To construct, erect, enlarge, alter and maintain buildings,
                  houses, flats, shops and all other works, erections and things
                  of any description whatsoever either upon the lands acquired
                  by the company or upon other lands and to hold, retain as
                  investments or to sell, let, alienate, mortgage, charge or
                  deal with all or any of the same and generally to alter,
                  develop and improve the lands, and other property of the
                  Company.

         (7)      To apply for, purchase, or by other means acquire and protect,
                  prolong and renew, any patents, patent rights, brevets
                  d'invention, licences, trade marks, registered designs,
                  protections and concessions or other rights which may appear
                  likely to be advantageous or useful to the Company.

         (8)      To pay all costs, charges and expenses incurred or sustained
                  in or about the promotion and establishment of the Company or
                  which the Company shall consider to be preliminary thereto and
                  to issue shares as fully or in part paid up, and to pay out of
                  the funds of the Company all brokerage and charges incidental
                  thereto.

         (9)      To invest and deal with the monies of the Company not
                  immediately required in such manner as from time to time may
                  be determined.

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

         (11)     To borrow or raise or secure the payment of money in such
                  manner as the Company shall think fit, and in particular to
                  issue debentures, debenture stock, bonds, obligations and
                  securities of all kinds, either perpetual or terminable and
                  either redeemable or otherwise, and to charge and secure the
                  same by trust deed or otherwise on the undertaking of the
                  Company or upon any specific property and rights, present and
                  future, of the Company (including if thought fit, its uncalled
                  capital) or otherwise howsoever.

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         (12)     To hold in trust as trustees or as nominees and to deal with,
                  manage and turn to account any real or personal property of
                  any kind and in particular shares, stocks, debentures,
                  securities, policies, book debts, claims and choses in action,
                  lands, buildings, hereditaments, business concerns and
                  undertakings, mortgages, charges, annuities, patents, licences
                  and any interest in real or personal property and any claims
                  against such property or against any person or company.

         (13)     To acquire, deal with, manage and turn to account policies of
                  life assurance and any other real or personal property of any
                  kind.

         (14)     To guarantee, support or secure whether by personal covenant
                  or by mortgaging or charging all or any part of the
                  undertaking, property and assets (present and future) and
                  uncalled capital of the Company or by both such methods, the
                  performance of the obligations of and the repayment or payment
                  of the principal amounts of and premiums, interest and
                  dividends on any securities of any person, firm or company,
                  and in particular (without prejudice to the generality of the
                  foregoing) give (with or without consideration) security for
                  any debts, obligations or liabilities of any company which is
                  for the time being the holding company or a subsidiary (both
                  as defined by Section 155 of the Companies Act, 1963) of the
                  Company or other subsidiary as defined by the said Section of
                  the Company's holding company or otherwise associated with the
                  Company in business.

         (15)     To lend and advance money or give credit to such persons or
                  companies and on such terms as may seem expedient.

         (16)     To establish, promote and otherwise assist any company or
                  companies or associations for the purpose of acquiring all or
                  any of the properties or liabilities of this Company or for
                  furthering the objects of the Company or for the purpose of
                  prosecuting or executing any undertaking, works, projects or
                  enterprises of any description.

         (17)     To establish agencies and branches and appoint agents and
                  others to assist in the conduct or extension of the Company's
                  business and to regulate and discontinue the same.

         (18)     To form, constitute or promote, or to concur in the formation,
                  constitution or promotion of Irish or foreign companies,
                  syndicates, associations and undertakings of all kinds and to
                  secure by indemnity or otherwise the subscription of all or
                  any part of the capital of any such company, syndicate,
                  association or undertaking, and to pay any commission,
                  brokerage, or other remuneration in connection therewith, and
                  to employ experts to investigate and examine into the
                  conditions, proposals, value, character and circumstances of
                  any business concerns and undertakings, and generally of any
                  assets, property or rights.

         (19)     To constitute any trusts with a view to the issue of preferred
                  and deferred or other special stocks or securities based on or
                  representing any shares, stock and other assets specifically
                  appropriated for the purposes of any such trust and to settle
                  and regulate and if thought fit to undertake and execute any
                  such trusts and to issue, dispose of or hold any such
                  preferred, deferred or other special stocks or securities.

         (20)     To transact or carry on all or any kinds of agency business
                  and in particular in relation to the investment of money, the
                  sale of property and the collection and receipt of money.

         (21)     To procure the Company to be registered or recognised in any
                  place outside Ireland.

         (22)     To do all or any of the matters hereby authorised in any place
                  outside Ireland, either alone or in conjunction with or as
                  trustees or agent for any other company or person or by or
                  through any factors, trustees or agents.

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         (23)     To acquire and undertake the whole or any part of the
                  business, goodwill and assets of any person, firm or company
                  carrying on or proposing to carry on any of the businesses
                  which the Company is authorised to carry on and as part of the
                  consideration for such acquisition to undertake all or any of
                  the liabilities of such person, firm or company.

         (24)     To enter into and carry into effect any arrangement for joint
                  working in business or for sharing of profits or for
                  amalgamation with any other company or association or any
                  partnership or person carrying on any business or proposing to
                  carry on any business within the objects of the Company.

         (25)     To distribute in specie or otherwise as may be resolved any
                  assets of the Company among its members and in particular the
                  shares, debentures or other securities of any other company
                  belonging to the Company or of which the Company may have the
                  power of disposal.

         (26)     To enter into any arrangement with any government or local or
                  other authority 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 and
                  to exercise and comply with the same.

         (27)     To provide for the welfare of persons in the employment of or
                  holding office under or formerly in the employment of or
                  holding office under the Company or Directors or ex-Directors
                  of the Company and the wives, widows and families, dependants
                  or connections of such persons by grants of money, pensions or
                  other payments and by forming and contributing to pension,
                  provident or benefit funds or profit-sharing or co-partnership
                  schemes for the benefit of such persons and to form, subscribe
                  to or otherwise aid charitable, benevolent, religious,
                  scientific, national or other institutions, exhibitions or
                  objects which shall have any moral or other claims to support
                  or aid by the Company by reason of the locality of its
                  operations or otherwise.

         (28)     To remunerate by cash payment or allotment of shares or
                  securities of the Company credited as fully paid up or
                  otherwise any person or company for services rendered or to be
                  rendered to the Company whether in the conduct or management
                  of its business, or in placing or assisting to place or
                  guaranteeing the placing of any of the shares of the Company's
                  capital, or any debentures or other securities of the Company
                  or in or about the formation or promotion of the Company.

         (29)     To make gifts or grant bonuses to the Directors or any other
                  persons who are or have been in the employment of the Company
                  including substitute and alternate Directors.

         (30)     To accept stock or shares in or debentures, mortgages or
                  securities of any other company in payment or part payment for
                  any services rendered or for any sale made to or debt owing
                  from any such company whether such shares shall be wholly or
                  only partly paid up.

         (31)     To do all such other things as the Company may consider
                  incidental or conducive to the attainment of the above objects
                  or as are usually carried on in connection therewith.

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         (32)     To engage in currency and interest rate transactions and any
                  other financial or other transactions of whatever nature,
                  including any transaction for the purpose of, or capable of
                  being for the purposes of, avoiding, reducing, minimising,
                  hedging against or otherwise managing the risk of any loss,
                  cost, expense or liability arising, or which may arise,
                  directly or indirectly, from a change or changes in any
                  interest rate or currency exchange rate or in the price or
                  value of any property, asset, commodity, index or liability or
                  from any other risk or factor affecting the Company's
                  business, including but not limited to dealings, whether
                  involving purchases, sales or otherwise in foreign and Irish
                  currency, spot and forward exchange rate contracts, forward
                  rate agreements, caps, floors and collars, futures, options,
                  swaps, and any other currency interest rate and other hedging
                  arrangements and such other instruments as are similar to, or
                  derivatives of, any of the foregoing.

         (33)     To transact or carry on any other business which may seem to
                  be capable of being conveniently carried on in connection with
                  any of these objects or calculated directly or indirectly to
                  enhance the value of or facilitate the realisation of or
                  render profitable any of the Company's property or rights.

         The word "company" in this clause, except where used in reference to
         this Company, where the context so admits, shall be deemed to include
         any partnership or other body of persons whether incorporated or not
         incorporated or whether domiciled or registered in Ireland or the
         United States of America or elsewhere.

         It is hereby expressly declared that each sub-clause of this Clause
         shall be construed independently of the other sub-clauses hereof, and
         that none of the objects mentioned in any sub-clause shall be deemed to
         be merely subsidiary to the objects mentioned in any other sub-clause.

         Provided always that the provisions of this Clause shall be subject to
         the Company obtaining, where necessary, for the purpose of carrying any
         of its objects into effect, such licence, permit or authority as may be
         required by law.

4.       The liability of the members is limited.

5.       The share capital of the Company is IR(POUND)507,000 divided into
         50,000,000 "A" Ordinary Shares of US$0.0109 and 700,000 "B" Ordinary
         shares of US$0.0109 each.


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WE, the several persons whose names, addresses and descriptions are subscribed,
wish to be formed into a Company in pursuance of this Memorandum of Association,
and we agree to take the number of Shares in the capital of the Company set
opposite our respective names.



NAMES, ADDRESSES AND DESCRIPTIONS           NUMBER OF SHARES TAKEN
OF SUBSCRIBERS                              BY EACH SUBSCRIBER


Carmel Molloy,
32, Downside,
Skerries,                                             One
County Dublin.

Secretary.






Susan Murray,
94, Hunstown Rise,
Mulhuddart,                                           One
Dublin 15.








         Total Shares taken:                          Two


                      Dated this 13th day of December 1991

Witness to the above Signatures:-

Veronica Donnelly,
The Law Society,
Blackhall Place,
Dublin 7.

Computer Manager.


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                          COMPANIES ACTS, 1963 TO 1990

                             PUBLIC LIMITED COMPANY



                           NEW ARTICLES OF ASSOCIATION

                                       OF

                     TRINITY BIOTECH PUBLIC LIMITED COMPANY



                                   PRELIMINARY

1.       The regulations in Table A in the First Schedule to the Companies Act,
         1963 (as amended) shall not apply to the Company.

2.       In these Articles the words standing in the first column of the
         following table shall bear the meanings set opposite to them
         respectively in the second column, if not inconsistent with the subject
         or context:-

                  WORDS                                MEANINGS


         The Act           ...    The Companies Act, 1963.

         The Acts          ...    The Companies Acts, 1963 to 1990 and every
                                  statutory modification, amendment, extension
                                  or re-enactment thereof for the time being in
                                  force.

         These Articles    ...    These Articles of Association as originally
                                  framed or as altered from time to time by
                                  special resolution.

         Class Meeting     ...    Meetings of holders of one class of shares in
                                  the Company.

         Clear Days        ...    In relation to the period of a notice, that
                                  period excluding the day when the notice is
                                  given or deemed to be given and the day for
                                  which it is given or on which it is to take
                                  effect.

         The Company       ...    The company whose name appears in the heading
                                  to these Articles

         The Directors     ...    The Directors for the time being of the
                                  Company or the Directors present at a meeting
                                  of the Board of Director and includes any
                                  person by occupying the position of Director
                                  by whatever name called.

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         Dividend          ...    Dividend and/or bonus.

         In writing        ...    Written, printed, photographed or lithographed
                                  or visibly expressed in all or any of those or
                                  any other modes of representing or reproducing
                                  words.

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

         The Prospectus    ...    The Prospectus of Trinity Biotech p.l.c.
                                  offering for sale to the public 300,000
                                  American Depositary Units of the capital of
                                  the Company.

         Paid up           ...    Paid up and/or credited as paid up.

         The Seal          ...    The common seal of the Company.

         Secretary         ...    Any person  appointed  to perform the duties
                                  of the  secretary of the Company.

         The Stock
         Exchange          ...    The International Stock Exchange of the United
                                  Kingdom and the Republic of Ireland Limited.

         Warrants to
         Subscribe         ...    A warrant or certificate or similar document
                                  indicating the right of the registered holder
                                  thereof (other than under a share option
                                  scheme for employees) to subscribe for shares
                                  in the Company.


Words importing the singular number only shall include the plural number, and
vice versa.

"Ordinary Shares" shall include all categories of Ordinary Shares.

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

Words importing persons shall include corporations.

Subject as aforesaid, any words or expressions defined in the Acts shall, if not
inconsistent with the subject or context, bear the same meanings in these
Articles but excluding any statutory modification of the Acts not in force when
these Articles become binding on the Company.

Expressions in these Articles referring to execution of any document shall
include any mode of execution whether under seal or under hand.

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

References in these Articles to any enactment or any section or provision
thereof shall mean such enactment, section or provision as the same may be
amended or from time to time and for the time being in force.


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                                     CAPITAL

3        (a)      The capital of the Company is IR(POUND)507,000 divided into
                  50,000,000 A ordinary shares of US$0.0109 each (hereinafter
                  called "the A ordinary shares") and 700,000 B ordinary shares
                  of US$0.0109 each (hereinafter called "the B ordinary shares")

         (b)      Save as provided in paragraphs (c) and (d) below the A
                  ordinary shares and the B ordinary shares shall rank pari
                  passu in all respects.

         (c)      The B ordinary shares have no right to dividends or to
                  participate in the distribution of the assets of the Company
                  upon a liquidation or winding up.

         (d)      Upon the occurrence of one of the following events, the B
                  ordinary shares will have two votes per share and will have
                  the right to receive dividends and participate in the
                  distribution of the assets of the Company upon a liquidation
                  or winding up at a rate of twice that of the A ordinary
                  shares:-

                  (i)      An HIV saliva test is developed by the Company within
                           36 months of the closing of the initial public
                           offering of shares in the capital of the Company and
                           this test is being marketed by the Company in a
                           European country with a population of at least
                           10,000,000 or in markets with an aggregate population
                           of at least 100,000,000; or

                  (ii)     If within seven years of the date of the issue of the
                           Prospectus by the Company the average closing bid
                           price of the Units (or the sum of the closing bid
                           prices of the four American Depositary Shares
                           ("ADS's"), each representing one "A" ordinary shares,
                           two class A Warrants and one class B Warrant
                           comprising one Unit) equals or exceeds 150% of the
                           initial offering price of the Units for at least 14
                           consecutive trading days.

4.       Without prejudice to any special rights for the time being conferred on
         the holders of any shares or class of shares any share in the Company
         may be issued with such preferred, deferred or other special rights or
         such restrictions, whether in regard to dividend, return of capital,
         voting or otherwise as the Company may by ordinary resolution
         determine, and, subject to the provisions of the Acts, any share may be
         issued on the terms that it is, or at the option of the Company is to
         be liable, to be redeemed on such terms and in such manner as the
         Company may by special resolution determine.

                               VARIATION OF RIGHTS

5.       Whenever the 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 Acts be varied or abrogated, either whilst the
         Company is a going concern or during or in contemplation of a
         winding-up, with the sanction of a special resolution passed at a Class
         Meeting of the holders of the shares of that class but not otherwise.
         To every Class Meeting all the provisions of these Articles relating to
         general meetings of the Company or to the proceedings thereat shall,
         mutatis mutandis, apply, except that the necessary quorum shall be two
         persons holding or representing by proxy at least one third in nominal
         amount of the issued shares of the class (but so that if any adjourned
         meeting of such holders a quorum as above defined is not present those
         members who are present in person or by proxy shall be a quorum) and
         that the holders of shares of the class shall, on a poll, have one vote
         in respect of every share of the class held by them respectively.

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6.       The special rights attached to any class of shares in the capital of
         the Company shall not (unless otherwise expressly provided by these
         Articles or the conditions or issue of such shares) be deemed to be
         varied by the creation or issue of further shares ranking pari passu
         therewith or subsequent thereto.

                                     SHARES

7.       Subject to the provisions of these Articles as regards new shares, the
         shares shall be under the control of the Directors who may, subject to
         the provisions of the Acts, allot, grant options over or otherwise deal
         with or dispose of them to such persons at such times and generally on
         such terms and conditions as they think proper, but so that no shares
         shall be issued at a discount except in accordance with the provisions
         of the Acts.

8.       The Company may issue Warrants to Subscribe (by what ever name they are
         called) to any person to whom the Company has granted the right to
         subscribe for shares in the Company (other than under a share option
         scheme for employees) certifying the right of the registered holder
         thereof to subscribe for shares in the Company on such terms and
         conditions as the right may have been granted.

9.       The Company shall not give, whether directly or indirectly and whether
         by means of a loan, guarantee, the provision of security or otherwise,
         any financial assistance for the purpose of or in connection with a
         purchase or subscription made or to be made by any person of or for any
         shares in the Company or in its holding company (if any) nor shall the
         Company make a loan for any purpose whatsoever on the security of its
         shares or those of its holding company (if any), but nothing in this
         Article shall prohibit transactions permitted by the Acts.

10.      The Company may exercise the powers conferred by the Acts of paying
         commissions to persons subscribing or procuring subscriptions for
         shares of the Company or agreeing so to do, whether absolutely or
         conditionally, and any such commission may be satisfied by the payment
         of cash or the allotment of fully or partly paid shares of the Company,
         or partly in the one way and partly in the other, however, the rate per
         cent. or the amount of the commission paid or agreed to be paid shall
         be disclosed in the manner required by the Act and shall not exceed 10
         per cent. of the price at which the shares in respect of which the
         commission is paid are issued or an amount equivalent thereto. The
         Company may also, on any issue of shares, pay such brokerage as may be
         lawful.

11.      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 (even when having notice
         thereof) any equitable, contingent, future or partial interest in any
         share or any interest in any fraction or part of a share or (except
         only as by these Articles or by law otherwise provided) any other
         rights in respect of any share except an absolute right to the entirety
         thereof in the registered holder, but this shall not preclude the
         Company from requiring the members or the transferee of shares to
         furnish the Company with information as to the beneficial ownership of
         any share when such information is reasonably required by the Company.

12.      Every person whose name is entered as a member in the Register of
         Members shall be entitled without payment to one certificate for all
         his shares of each class and, if he transfers part of his holding, to
         one certificate for the balance. Upon payment of such sum, not
         exceeding 25p for every certificate after the first, as the Directors
         shall from time to time determine, he shall also be entitled to several
         certificates, each for one or more of his shares. Every certificate
         shall be issued within two months after allotment or the lodgement with
         the Company of the transfer of the shares, unless the conditions of
         issue of such shares otherwise provide, and shall be sealed in
         accordance with these Articles and shall specify the number and class
         and distinguishing numbers (if any) of the shares to which it relates
         and the amount paid up thereon, but so that the Directors may by
         resolution determine. The Company shall not be bound to register more
         than three persons as the joint holders of any share (except in the
         case of executors or trustees of a deceased member) and in the case of
         a share held jointly by several persons the Company shall not be bound
         to issue more than one certificate therefor and delivery of a
         certificate for a share to one of several joint holders shall be
         sufficient delivery to all.

<PAGE>

13.      If any such certificate shall be worn out, defaced, destroyed or lost,
         it may be renewed on such evidence being produced as the Directors
         shall require, and, in case of wearing out or defacement, on delivery
         up of the old certificate and, in case of destruction or loss, on
         execution of such indemnity (if any) as the Directors may from time to
         time require. In case of destruction or loss, the members to whom such
         renewed certificate is given shall also bear and pay to the Company all
         expenses incidental to the investigation by the Company of the evidence
         of such destruction or loss to such indemnity.

14       (1)      Subject to the provisions of and to the extent permitted by
                  the Acts, to any rights conferred on the holders of any class
                  of shares and to the following paragraphs of this Article, the
                  Company may purchase any of its own shares of any class and
                  may cancel any shares so purchased or hold them as treasury
                  shares with liberty to re-issue any such share or shares of
                  any class or classes.

          (2)     The Company shall not exercise any authority granted under
                  Section 215 Companies Act, 1990, to make market purchases of
                  its own shares unless the authority required by such section
                  shall have been granted by special resolution of the Company.

          (3)     The Company shall not be obliged to select the shares to be
                  purchased on a pro rata basis or in any particular manner as
                  between the holders of shares of the same class or as between
                  the holders of shares of different classes.

                                      LIEN

15.      The Company shall have a first and paramount lien on every share (not
         being fully paid up) for all moneys (whether immediately payable or
         not) called or payable at a fixed time in respect of that share and
         shall also have a first and paramount lien on all shares (not being
         fully paid) registered in the name of any member (whether solely or
         jointly with others) for all moneys due to the Company from him or his
         estate, whether solely or jointly with any other persons, whether a
         member or not, and whether such moneys are presently payable or not.
         The Company's lien on a share shall extend to all dividends or other
         moneys payable thereon or in respect thereof. The Directors may at any
         time declare any share to be exempt, wholly or partially, from the
         provisions of this Article.

16.      For the purpose of enforcing such lien the Directors may sell all or
         any of the shares subject thereto at such time and in such manner as
         they think fit, but no sale shall be made until such time as the moneys
         in respect of which such lien exists or some part thereof are or is
         presently payable and until a notice in writing stating the amount due
         and demanding payment thereof and giving notice of intention to sell in
         default shall have been served in such manner as the Directors shall
         think fit on such member or the person (if any) entitled by
         transmission to the shares and default in payment shall have been made
         by him for seven days after such notice.

17.      The net proceeds of any such sale shall be applied in or towards
         satisfaction of the amount due to the Company and any residue shall
         (subject to a like lien in respect of sums not presently payable as
         existed upon the shares prior to the sale) be paid to the member or the
         person (if any) entitled by transmission to the shares.

<PAGE>

18.      For the purpose of giving effect to any such sale the Directors may
         authorise some person on behalf of the member or the person (if any)
         entitled by transmission to the shares to execute a transfer of the
         shares sold to the purchaser. The purchaser's name shall be entered in
         the Register of Members as the holder of the shares and the purchaser
         shall not be bound to see to the regularity or validity of, or be
         affected by any irregularity or invalidity in, the proceedings or be
         bound to see to the application of the purchase money and after his
         name has been entered in the Register of Members the validity of the
         sale shall not be impeached by any person, and the remedy of any person
         aggrieved by the sale shall be in damages only and against the Company
         exclusively.

                                 CALLS ON SHARES

19.      The Directors may, subject to the provisions of these Articles and to
         any conditions of allotment, from time to time make such calls upon the
         members in respect of all moneys unpaid on their shares (whether on
         account of the amount of the shares or by way of premium) as they think
         fit, provided that fourteen days' notice at least is given of each
         call, and each member shall be liable to pay the amount of every call
         so made upon him to the persons and at the time and place appointed by
         the Directors. A call may be made payable by instalments. A call may be
         revoked or postponed as the Directors may determine. A call shall be
         deemed to have been made at the time when the resolution of the
         Directors authorising such call was passed.

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

21.      If before or on the day appointed for payment thereof a call payable in
         respect of a share is not paid, the person from whom the amount of the
         call is due shall pay interest on such amount from the day appointed
         for payment thereof to the time of actual payment at such rate not
         exceeding 10 per cent. per annum as the Directors shall think fit, but
         the Directors may waive payment of such interest wholly or in part.

22.      Any sum which by the terms of issue of a share is made payable upon
         allotment or at any fixed date, whether on account of the amount of the
         share or by way of premium, shall for all purposes of these Articles be
         deemed to be a call duly made and payable on the date appointed for
         payment and, in case of non-payment, all the relevant provisions of
         these Articles as to payment of interest, forfeiture and the like shall
         apply as if such sum were a call duly made and notified.

23.      The Directors may make arrangements on the issue of shares for a
         difference between the holders of such shares in the amount of calls to
         be paid and in the time of payment.

24.      The Directors may, if they think fit, receive from any member willing
         to advance the same all or any part of the moneys due upon his shares
         beyond the sums actually called up thereon, and upon all or any of the
         moneys so advanced the Directors may (until the same would, but for
         such advance, become presently payable) pay or allow such interest (not
         exceeding, without the consent of the Company by ordinary resolution,
         10 per cent. per annum) as may be agreed between them and such member.

                              FORFEITURE OF SHARES

25.      If a member fails to pay any call or instalment of a call on the day
         appointed for payment thereof, the Directors may at any time thereafter
         during such time as any part of such call or instalment remains unpaid
         serve a notice on him requiring him to pay so much of such call or
         instalment as remains unpaid together with any interest which may have
         accrued.

26.      The notice shall name a further day (not earlier than seven days from
         the date of service thereof) on or before which, and the place where,
         such payment is to be made and shall state that in the event of
         non-payment at or before the time and at the place appointed the shares
         on which the call was made will be liable to be forfeited.

<PAGE>

27.      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 due in
         respect thereof has been made, be forfeited by a resolution of the
         Directors to that effect. A forfeiture of shares shall include all
         dividends declared in respect of the forfeited share and not actually
         paid before the forfeiture.

28.      A forfeited share may be sold, re-issued, or otherwise disposed of,
         either to the person who was before forfeiture the holder thereof or
         entitled thereto or to any other person upon such terms and in such
         manner as the Directors shall think fit and whether with or without all
         or any part of the amount previously paid on the share being credited
         as paid, and at any time before such sale, re-issue or disposal the
         forfeiture may be cancelled on such terms as the Directors think fit.
         The Directors may, if necessary, authorise some person to transfer a
         forfeited share to any such other person.

29.      A member whose share has been forfeited shall cease to be a member in
         respect of the forfeited share but shall, notwithstanding the
         forfeiture, remain liable to pay to the Company all calls made and not
         paid on such share at the time of forfeiture, with interest thereon to
         the date of payment at such rate not exceeding 10 per cent. per annum
         as the Directors shall think fit, in the same manner in all respects as
         if the share had not been forfeited and to satisfy all the claims and
         demands (if any) which the Company might have enforced in respect of
         the share at the time of forfeiture without any deduction or allowance
         for the value of the share at the time of forfeiture.

30.      A statutory declaration in writing that the declarant is a Director or
         the Secretary of the Company and that a share has been duly forfeited
         on a date stated in the declaration shall be conclusive evidence of the
         facts therein stated. The new holder of the share shall not be bound to
         see to the application of the consideration (if any) nor shall his
         title to the share be affected by any omission, irregularity or
         invalidity in or relating to or connected with the proceedings in
         reference to the forfeiture, sale, re-issue or disposal of the share.

                              UNTRACED SHAREHOLDERS

31       (1)      The Company shall be entitled to sell (in such manner and for
                  such a price as the Directors think fit) the shares of a
                  member or the shares to which a person is entitled by virtue
                  of transmission on death or bankruptcy if and provided that :-

         (a)      during the period of twelve years prior to the date of the
                  publication of the advertisements referred to in sub-paragraph
                  (b) below (or if published on different dates the first
                  thereof) being a period during which at least three dividends
                  have been payable all warrants and cheques in respect of the
                  shares in question sent in the manner authorised by these
                  presents have remained uncashed;

         (b)      the Company shall on the expiry of the said period of twelve
                  years have inserted advertisements in two national daily
                  newspapers giving notice of its intention to sell the said
                  shares;

         (c)      during the said period of twelve years and the period of three
                  months following the publication of the said advertisements
                  are published on different dates, the Company shall have
                  received indication neither of the whereabouts nor of the
                  existence of such member or person;

         (d)      notice shall have been given to The Stock Exchange of its
                  intention to make such sale.

<PAGE>

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

                       DISENFRANCHISEMENT OF SHAREHOLDERS

32       (1)      Where, in respect of any shares of the Company, any member or
                  other person appearing to be interested in shares of the
                  Company fails to comply with any notice (in this Article
                  called an "Information Notice") given by the Company requiring
                  him to indicate in writing :-

         (a)      the capacity in which he holds such shares or any interest
                  therein; or

         (b)      so far as it is within his knowledge, the persons who have an
                  interest in them and the nature of their interest; or

         (c)      whether any of the voting rights carried by such shares are
                  the subject of any agreement or arrangement under which
                  another person is entitled to control his exercise of these
                  rights;

         then not earlier than twenty-eight (28) days from service of the
         Information Notice the Company may serve upon the registered holder of
         such shares a notice (in this Article called "Disenfranchisement
         Notice") stating that such registered holder shall with effect from the
         service of the Disenfranchisement Notice be subject to the following
         restrictions :-

         (i)      any transfer of those shares or in the case of unissued shares
                  any transfer of the right to be issued therewith and any issue
                  thereof shall be void;

         (ii)     no voting rights shall be exercisable in respect of those
                  shares;

         (iii)    no further shares shall be issued in right of those shares or
                  in pursuance of any offer made to the holder thereof;

         (iv)     except in a liquidation no payment shall be made of any sums
                  due from the Company on those shares.


         (2)      The Company may at any time withdraw a Disenfranchisement
                  Notice by serving upon the registered holder of the shares a
                  notice in writing to that effect (in this Article called a
                  "Withdrawal Notice") and shall do so immediately upon being
                  satisfied that the Information Notice has been complied with.
                  Unless and until a Withdrawal Notice is duly served, the
                  registered holder upon whom a Disenfranchisement Notice has
                  been served shall not have any rights to attend or vote at any
                  such general or separate meeting as aforesaid.

<PAGE>

         (3)      In this Article a person appearing to be interested in shares
                  of the Company shall mean a person identified by a shareholder
                  in that shareholder's reply to an Information Notice as having
                  an interest of any kind whatsoever in the shares of the
                  Company.

                         CONVERSION OF SHARES INTO STOCK

33.      The Company may by ordinary resolution convert any paid up shares into
         stock and reconvert any stock into paid up shares of any denomination.

34.      The holders of stock may transfer the same or any part thereof in the
         same manner and subject to the same regulations as and subject to which
         the shares from which the stock arose might have been transferred
         before conversion or as near thereto as circumstances admit and the
         Directors may fix from time the minimum amount of stock transferrable
         so that such minimum shall not exceed the nominal amount of each share
         from which the stock arose.

35.      (1)      The holders of stock shall have according to the amount of
                  stock held by them the same rights priviledges and advantages
                  in relation to dividends voting at meetings of the Company and
                  other matters as if they held the shares from which the stock
                  arose but no such right privilege or advantage (except
                  participation in the dividends or profits of the Company and
                  in the assets on winding up) shall be conferred by any amount
                  of stock which if existing in shares would not confer that
                  right, privilege or advantage.

         (2)      Such these articles as are applicable to paid up shares shall
                  apply to stock and the words "shares" and "shareholder" shall
                  include "stock" and "stockholder".

                               TRANSFER OF SHARES

36.      All transfers of shares shall be effected by transfer in writing in any
         usual or common form or in any other form which the Directors may
         approve, but need not be under seal. Notwithstanding the foregoing,
         title to any shares in the Company may also be evidenced and
         transferred without a written instrument in accordance with statutory
         regulations made from time to time under Section 239 of the Companies
         Act, 1990 or under any other regulations having similar effect. The
         Directors shall have the power to implement any arrangements they think
         fit for such evidencing and transfer which accord with such regulations
         and in particular shall where they think it appropriate be entitled to
         dis-apply, vary or amend all or any part of the provisions of these
         Articles with respect to the requirement for written instruments of
         transfer and share certificates, or which are inconsistent with such
         statutory regulations as aforesaid, in order to give effect to such
         regulations.

37.      The instrument of transfer of a fully paid share shall be signed by or
         on behalf of the transferor and in the case of a share not fully paid
         the instrument of transfer shall also be signed by or on behalf of the
         transferee. The transferor shall be deemed to remain the holder of the
         share until the name of the transferee is entered in the Register of
         Members in respect of the share.

38.      Every instrument of transfer shall be left at the Office for
         registration accompanied by the certificate of the shares to be
         transferred and such other evidence as the Company may require to prove
         the title of the transferor and his right to transfer the shares. No
         fees shall be charged for the registration of any instrument of
         transfer or other document relating to or affecting the title to any
         share.

39.      The Directors may, in their absolute discretion and without giving any
         reason, decline to register any transfer of a share or shares which is
         or are not fully paid or on which the Company has a lien.

<PAGE>

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

41.      The registration of transfers may be suspended at such times and for
         such periods (not exceeding thirty days in any year) as the Directors
         may from time to time determine.

42.      All instruments of transfer which shall be registered shall be retained
         by the Company.

43.      Nothing in these Articles shall preclude the Directors from recognising
         a renunciation of the allotment of any shares by the allottee in favour
         of some other person.

                             TRANSMISSION OF SHARES

44.      In the case of the death of a member, the survivors or survivor where
         the deceased was joint holder, and the legal personal representatives
         of the deceased where he was a sole or only surviving holder, shall be
         the only persons recognised by the Company as having any title to his
         interests in the shares, but nothing in this Article shall release the
         estate of a deceased joint holder from any liability in respect of any
         share jointly held by him.

45.      Any person becoming entitled to a share in consequence of the death or
         bankruptcy of a member may upon producing such evidence of title as may
         from time to time be properly required by the Directors and subject as
         hereinafter provided, elect either to be registered himself as the
         holder of the share or to have some person nominated by him registered
         as the transferee thereof, but the Directors shall in either case have
         the same right to refuse or suspend registration as they would have had
         in the case of a transfer of the share by that member before the event
         upon which transmission took place.

46.      If the person so becoming entitled shall elect to be registered
         himself, he shall deliver or send to the Company a notice in writing
         signed by him stating that he so elects. If he shall elect to have
         another person registered, he shall testify his election by executing
         to that person a transfer of such share. All the limitations,
         restrictions and provisions of these Articles relating to the right to
         transfer, and the registration of transfers of, shares shall be
         applicable to any such notice or transfer as if the event upon which
         the transmission took place had not occurred and the notice or transfer
         were a transfer executed by the person from whom the title by
         transmission is derived.

47.      A person becoming entitled to a share by transmission shall be entitled
         to receive and give a discharge for any dividends or other moneys
         payable on or in respect of the share, but he shall not be entitled to
         receive notices of, or to attend or vote at, meetings of the Company or
         (save as aforesaid) to exercise any of the rights or privileges of a
         member in respect of the share, unless and until he shall be entered in
         the Register of Members as the holder thereof; however, the Directors
         may at any time give notice requiring any person to elect either to be
         registered himself or to transfer the share and, if the notice is not
         complied with within 90 days, the Directors may thereupon withhold
         payment of all dividends or other moneys payable in respect of the
         share until the requirements of the notice have been complied with.

                               INCREASE OF CAPITAL

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

<PAGE>

49.      Subject to the provisions of the Acts, the new shares shall be issued
         to such persons, upon such terms and conditions and with such rights
         and privileges annexed thereto as the general meeting resolving upon
         the creation thereof shall direct, and if no direction be given, as the
         Directors shall determine and in particular such shares may be issued
         with a preferential or qualified right to dividends and in the
         distribution of the assets of the Company and with a special, or
         without any, right of voting.

50.      Except so far as otherwise provided by the conditions of issue or by
         these presents, any capital raised by the creation of new shares shall
         be considered part of the pre-existing ordinary capital and shall be
         subject to the provisions herein contained with reference to the
         payment of calls and instalments, transfer and transmission,
         forfeiture, lien and otherwise.

                              ALTERATION OF CAPITAL

51.      The Company from time to time 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)      sub-divide its shares, or any of them, into shares of smaller
                  amount, so however that in the sub-division the proportion
                  between the amount paid and the amount, if any, unpaid on each
                  reduced share shall be the same as it was in the case of the
                  share from which the reduced share is derived, and so that the
                  resolution whereby the share is sub-divided may determine
                  that, as between the holders of the shares resulting from such
                  sub-division, one or more of the shares may have such
                  preferred or other special rights over, or may have such
                  deferred right or be subject to such restrictions as compared
                  with, the others as the Company has power to attach to any
                  unissued or new shares;

         (c)      cancel shares which, at the date of the passing of the
                  Resolution in that behalf, have not been taken or agreed to be
                  taken by any person and diminish the amount of its share
                  capital by the amount of shares so cancelled;

         and may by special resolution reduce its share capital, any capital
         redemption reserve fund and any share premium account in any manner
         authorised by the Acts.

                                GENERAL MEETINGS

52.      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 and that of the next.

53.      (1)      The annual general meeting shall be held at such time and
                  place as the Directors shall determine. All general meetings
                  other than annual general meetings shall be called
                  extraordinary general meetings.

         (2)      Every annual general meeting shall be held in the Republic of
                  Ireland unless either all the members entitled to attend and
                  vote at such meeting consent in writing to its being held
                  elsewhere or a resolution providing that it be held elsewhere
                  shall have been passed at the preceding annual general
                  meeting.

54.      The Directors may at any time call an extraordinary general meeting.
         extraordinary general meetings shall also be convened on such
         requisition, or in default may be convened by such requisitions, as is
         provided by the Acts.

<PAGE>

                           NOTICE OF GENERAL MEETINGS

55.      In the case of an annual general meeting or of a meeting for the
         passing of a special resolution twenty-one Clear Days notice at the
         least, and in any other case seven Clear Days notice at the least,
         shall be given in writing in manner hereinafter mentioned to all the
         members (other than those who under the provisions of these Articles or
         the conditions of issue of the shares held by them are not entitled to
         receive the notice) and to the Auditors for the time being of the
         Company.

56.      Such notice shall state:-

         (a)      the place, the day and the hour of the meeting,

         (b)      in any case where there is to be special business, the general
                  nature of such business,

         (c)      that the meeting is the annual general meeting, where such is
                  the case, and

         (d)      in reasonable prominence, that a member entitled to attend and
                  vote is entitled to appoint one or more proxies to attend,
                  speak and vote in his place and that a proxy need not be a
                  member of the Company.

57.      (1)      A general meeting other than a meeting for the passing of a
                  special resolution shall, notwithstanding that it is called by
                  shorter notice than that hereinbefore specified, be deemed to
                  have been duly called if it is so agreed by the Auditors and
                  by all the members entitled to attend and vote thereat.

         (2)      A resolution may be proposed and passed as a special
                  resolution at a meeting of which less than twenty-one days
                  notice has been given if it is so agreed by a majority in
                  number of the members having the right to attend and vote at
                  any such meeting, being a majority together holding not less
                  than ninety per cent. in nominal value of the shares giving
                  that right.

58.      Where, by any provision contained in the Acts, extended notice is
         required of a resolution, the resolution shall not be effective unless
         (except when the Directors of the Company have resolved to submit it)
         notice of the intention to move it has been given to the Company not
         less than twenty-eight days (or such shorter period as the Acts permit)
         before the meeting at which it is moved, and the Company shall give to
         the members notice of any such resolution as required by and in
         accordance with the provisions of the Acts.

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

                         PROCEEDINGS AT GENERAL MEETINGS

60.      All business shall be deemed special that is transacted at an
         extraordinary general meeting. All business that is transacted at an
         annual general meeting shall also be deemed special, with the exception
         of declaring a dividend, the consideration of the accounts, balance
         sheets and reports of the Directors and Auditors, the election of
         Directors in the place of those retiring, the re-appointment of the
         retiring Auditors and the fixing of the remuneration of the Auditors.

61.      No business shall be transacted at any general meeting unless a quorum
         is present at the time when the meeting proceeds to business. Five
         members present in person or by proxy, not being less than five
         individuals, representing not less than 40% of the Ordinary shares in
         the Company entitling the holder to attend and vote at the Meeting
         shall be a quorum.

<PAGE>

62.      If within half an hour from the time appointed for the meeting a quorum
         is not present, the meeting, if convened on the requisition of or by
         members, shall be dissolved. In any other case it shall stand adjourned
         to the same day in the next week at the same time and place or to such
         other day and at such other time and place as the Directors may
         determine and, if at such adjourned meeting a quorum is not present
         within fifteen minutes from the time appointed for holding the meeting,
         the members present in person or by proxy shall be a quorum, but so
         that not less than two individuals shall constitute the quorum.

63.      The Chairman may, with the consent of any meeting at which a quorum is
         present, and shall, if so directed by the meeting, adjourn the meeting
         from time to time and from place to place. Whenever a meeting is
         adjourned for fourteen days or more, seven clear days' notice at the
         least, specifying the place, the day and the hour of the adjourned
         meeting shall be given as in the case of the original meeting, but it
         shall not be necessary to specify in such notice the nature of the
         business to be transacted at the adjourned meeting. Save as aforesaid,
         no member shall be entitled to any notice of an adjournment. No
         business shall be transacted at any adjourned meeting other than the
         business which might have been transacted at the meeting from which the
         adjournment took place.

64.      The Chairman (if any) of the Board of Directors, or in his absence some
         other Director nominated by the Directors, shall preside at every
         general meeting, but if at any meeting neither the Chairman nor such
         other Director be present within fifteen minutes after the time
         appointed for holding the same, or if neither of them be willing to act
         as Chairman, the Directors present shall choose some Director present
         to be Chairman, or if no Director be present or if all the Directors
         present decline to take the chair, the members present shall choose
         some member present to be Chairman.

65.      At any general meeting, a resolution put to the vote of the meeting
         shall be decided on a show of hands unless before or upon the
         declaration of the result of the show of hands a poll is demanded in
         accordance with the provisions hereinafter contained. Unless a poll be
         so demanded, a declaration by the Chairman that a resolution has been
         carried, or carried unanimously or by a particular majority or lost, or
         not carried by a particular majority, and an entry to that effect in
         the book containing the minutes of proceedings of the Company, shall be
         conclusive evidence of the fact without proof of the number or
         proportion of the votes recorded in favour of or against such
         resolution.

66.      (1)      The Chairman or any member may demand a poll.

         (2)      The demand for a poll shall not prevent the continuance of a
                  meeting for the transaction of any business other than the
                  question on which a poll has been demanded.

         (3)      The demand for a poll may be withdrawn.

         (4)      The instrument appointing a proxy to vote at a meeting shall
                  be deemed also to confer authority to demand or join in
                  demanding a poll, and for the purposes of this Article a
                  demand by a person as proxy for a member shall be the same as
                  a demand by the member.

         (5)      A poll demanded on the election of the Chairman or on a
                  question of adjournment shall be taken forthwith. A poll
                  demanded on any other question shall be taken either
                  immediately or at such time (not being more than thirty days
                  from the date of the meeting or adjourned meeting at which the
                  poll was demanded) and place as the Chairman shall direct and
                  shall be taken in such manner (including the use of ballot or
                  voting papers) as the Chairman shall direct. The result of a
                  poll shall be deemed to be the resolution of the meeting at
                  which the poll was demanded.

<PAGE>

         (6)      If any vote shall 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 meeting or adjourned meeting at which the vote is given
                  and not in that case unless it shall in the opinion of the
                  Chairman of the meeting be of sufficient magnitude to vitiate
                  the result of the voting.

         (7)      On a poll a member entitled to more than one vote need not use
                  all his votes or cast all the votes he uses in the same way.

67.      In the case of an equality of votes, whether on a show of hands or on a
         poll, the Chairman of the meeting shall be entitled to a further or
         casting vote.

                                VOTES OF MEMBERS

68.      Subject to any special rights or restrictions as to voting attached to
         any class of shares, on a show of hands every member who is present in
         person or by proxy and entitled to vote shall have one vote, so,
         however, that no individual shall have more than one vote, and upon a
         poll every member present in person or by proxy shall have one vote for
         every share carrying voting rights of which he is the holder.

69.      A 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 and the person so authorised shall
         be entitled to exercise the same powers on behalf of the corporation
         which he represents as that corporation could exercise if it were an
         individual member of the Company.

70.      A member of unsound mind, or in respect of whom an order has been made
         by any court having jurisdiction in lunacy, may vote, whether on a show
         of hands or on a poll, by his committee, receiver, curator bonis or
         other person in the nature of a committee, receiver or curator bonis
         appointed by such Court and such committee, receiver, curator bonis or
         other person may on a poll vote by proxy, provided that such evidence
         as the Directors may require of the authority of the person claiming to
         vote shall have been deposited at the Office not less than forty-eight
         hours before the time for holding the meeting or adjourned meeting at
         which such person claims to vote.

71.      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 joint holding.

72.      No member shall, unless the Directors otherwise determine, be entitled
         to vote at any general meeting, either personally or by proxy, or to
         exercise any privilege as a member unless all calls or other sums
         presently payable by him in respect of shares in the Company have been
         paid.

73.      Votes may be given either personally or by proxy.

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

75.      The instrument appointing a proxy shall be in writing under the hand of
         the appointor or of his attorney duly authorised in writing or, if the
         appointor is a corporation, either under its common seal or under the
         hand of an officer or attorney so authorised.

<PAGE>

76.      Any person (whether a member of the Company or not) may be appointed to
         act as a proxy. A member may appoint more than one proxy as alternates
         to attend on the same occasion.

77.      The instrument appointing a proxy and the power of attorney or other
         authority (if any) under which it is signed, or a notarially certified
         or office copy of such power or authority, shall be deposited at the
         Office or at such other place in the Republic of Ireland as is
         specified for the purpose in the notice convening the meeting or in the
         instrument of proxy issued by the Company not less than forty-eight
         hours before the time appointed for holding the meeting or adjourned
         meeting at which the person named in the instrument proposes to vote or
         in the case of a poll not less than forty-eight hours before the time
         appointed for taking the poll and in default the instrument of proxy
         shall not be treated as valid.

78.      An instrument of proxy may be in any common form or in such other form
         as the Directors shall approve. Instruments of proxy need not be
         witnessed.

79.      The Directors may at the expense of the Company send, by post or
         otherwise, to the members instruments of proxy (with or without stamped
         envelopes for their return) for use at any General Meeting or at any
         Class Meeting, either in blank or nominating any one or more of the
         Directors or any other persons in the alternative. If for the purposes
         of any meeting invitations to appoint as proxy a person or one of a
         number of persons specified in the invitations are issued at the
         expense of the Company, such invitation shall be issued to all (and not
         to some only) of the members entitled to be sent a notice of the
         meeting and to vote thereat by proxy.

80.      A vote given in accordance with the terms of an instrument of proxy
         shall be valid notwithstanding the death or insanity of the principal,
         or the revocation of the instrument of proxy or of the authority under
         which the instrument of proxy was executed, or the transfer of the
         share in respect of which the instrument of proxy is given, provided
         that no intimation in writing of such death, insanity, revocation or
         transfer shall have been received by the Company at the Office before
         the commencement of the meeting or adjourned meeting at which the
         instrument of proxy is used.

81.      A resolution in writing (other than one in respect of which extended
         notice is required by the Acts to be given) signed by all the members
         for the time being entitled to attend and vote on such resolution at a
         General Meeting (or being bodies corporate by their duly appointing
         representatives) shall be as valid and effective for all the purposes
         as if the resolution had been passed at a General Meeting of the
         Company duly convened and held and, if described as a Special
         Resolution, shall be deemed to be a Special Resolution within the
         meaning of the Acts.

                                    DIRECTORS

82.      Unless otherwise determined by the Company by ordinary resolution the
         number of Directors shall not be less than four nor more than ten.


83.      A Director shall not require a share qualification but nevertheless
         shall be entitled to attend and speak at any general meeting and at any
         Class Meeting.

84.      The Directors shall be entitled by way of remuneration to such sum (if
         any) as shall from time to time be voted to them by the Company by
         ordinary resolution, and any such sum (unless otherwise determined by
         the resolution by which it is voted) shall be divided amongst the
         Directors as they shall agree or, failing agreement, equally. The
         Directors' remuneration shall be deemed to accrue from day to day.

<PAGE>

85.      The Directors shall also be entitled to be paid all travelling, hotel
         and other expenses incurred by them respectively in and about the
         performance of their duties as Directors, including their expenses of
         travelling to and from meetings of the Directors or committees of the
         Directors or general meetings.

86.      Any Director who serves on any committee or who devotes special
         attention to the business of the Company or who otherwise performs
         services which in the opinion of the Directors are outside the scope of
         the ordinary duties of a Director may be paid such extra remuneration
         by way of salary, commission, participation in profits or otherwise as
         the Directors may determine.

                      ROTATION AND APPOINTMENT OF DIRECTORS

87.      Subject to the provisions of these Articles, one-third of the Directors
         for the time being other than a Managing Director or Joint Managing
         Director or a Director holding an executive office with the Company or,
         if their number is not three or a multiple of three, then the number
         nearest to, but not exceeding, one-third shall retire from office at
         each annual general meeting, but if at any annual general meeting the
         number of Directors who are subject to retirement by rotation shall be
         two, one of such Directors shall retire and, if the number of such
         Directors shall be one, that Director shall retire.

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

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

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

91.      No person other than a Director retiring at the meeting shall, unless
         recommended by the Directors for appointment, be eligible for
         appointment to the office of Director at any general meeting unless,
         within the prescribed time before the day appointed for the meeting,
         there shall have been given to the Company notice in writing by some
         member duly qualified to be present and vote at the meeting of his
         intention to propose such person for appointment and also notice in
         writing, signed by the person to be proposed, of his willingness to be
         appointed. The prescribed time above mentioned shall be such that,
         between the date when the notice is served or deemed to be served and
         the day appointed for the meeting, there shall be not less than seven
         nor more than forty-five clear days.

                    DISQUALIFICATION AND REMOVAL OF DIRECTORS

92.      The Directors may from time to time and at any time appoint any person
         to be a Director either to fill a casual vacancy or as an additional
         Director provided that the total number of Directors shall not exceed
         the maximum number fixed by or in accordance with these Articles.
         Subject to the provisions of the Act, a Director so appointed shall
         hold office only until the conclusion of the annual general meeting
         following next after his appointment, when he shall retire. A Director
         who retires under this Article shall be eligible for re-appointment at
         the meeting at which he retires.

<PAGE>

93.      The office of a Director shall be vacated forthwith:

         (a)      If a receiving order be made against him, or he make any
                  arrangement or composition with his creditors generally;

         (b)      If he become of unsound mind;

         (c)      If he cease to be a Director, or be prohibited from being a
                  Director by an Order made, under any provisions of the Acts;

         (d)      If he is absent from meetings of the Directors for six
                  successive months without leave and his alternate Director (if
                  any) shall not during such period have attended instead of him
                  and the Directors resolve that his office be vacated;

         (e)      If he (not being a Director holding for a fixed term an
                  executive office in his capacity as a Director) resign his
                  office by notice in writing to the Company; or

         (f)      If he be required in writing by all his co-Directors not being
                  less than two in number to resign they having shown cause for
                  such resignation.

94.      The Company may, by ordinary resolution of which extended notice has
         been given in accordance with the provisions of the Acts, remove any
         Director notwithstanding anything in these Articles or in any agreement
         between the Company and such Director and may, if thought fit, by
         ordinary resolution, appoint another director instead of him. Nothing
         in this Article shall be taken as depriving a person removed thereunder
         of compensation or damages payable to him in respect of the termination
         of his appointment as Director or of any appointment terminating with
         that of Director.

                               EXECUTIVE DIRECTORS

95       (1)      The Directors may from time to time appoint one or more of
                  their body to be the holder of any executive office on such
                  terms and for such period as they think fit and, subject to
                  the terms of any agreement entered into in any particular
                  case, may revoke such appointment.

         (2)      A Director so appointed to the office of Managing or Joint
                  Managing Director shall automatically cease to hold such
                  office if he ceases from any cause to be a Director.

         (3)      A Director holding any such executive office shall receive
                  such remuneration, whether in addition to or in substitution
                  for his ordinary remuneration as a Director and whether by way
                  of salary, commission, participation in profits or otherwise
                  or partly in one way and partly in another, as the Directors
                  may determine.

  (4)    The Directors may confer upon a Director holding any such 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 or vary all or any such powers.


<PAGE>


                               ALTERNATE DIRECTORS

96.      A Director may from time to time by writing under his hand appoint
         another Director or any other person to be his alternate but no such
         appointment of any person not being a Director shall be operative
         unless and until approved by the Directors. Every such alternate shall
         (subject to his giving to the Company an address within the Republic of
         Ireland, Great Britain or Northern Ireland at which notices may be
         served upon him) be entitled to notice of meetings of the Directors and
         to attend and vote as a Director at any such meeting at which the
         Director appointing him is not personally present and generally at such
         meeting to have and exercise all the powers, rights, duties and
         authorities of the Director appointing him. Every such alternate shall
         also be entitled, in the absence from the Republic of Ireland, Great
         Britain and Northern Ireland of the Director appointing him, to sign on
         his behalf a resolution in writing of the Directors. Every such
         alternate shall be an officer of the Company and shall not be deemed to
         be an agent of the Director appointing him. An alternate need not hold
         any share qualification. The remuneration of an alternate shall be
         payable out of the remuneration payable to the Director appointing him
         and shall consist of such portion of the last mentioned remuneration as
         shall be agreed between such alternate and the Director appointing him.
         A Director may by writing under his hand deposited at the Office at any
         time revoke the appointment of an alternate appointed by him. If a
         Director shall die or cease to hold the office of Director the
         appointment of his alternate shall thereupon cease and determine:
         Provided that if any Director retires by rotation but is re-appointed
         by the meeting at which such retirement took effect, any appointment
         made by him pursuant to this Article which was in force immediately
         prior to his retirement shall continue to operate after his
         re-appointment as if he had not so retired.

                               POWERS OF DIRECTORS

97.      The business of the Company shall be managed by the Directors who may
         exercise all such powers of the Company, and do on behalf of the
         Company all such acts, as may be exercised and done by the Company and
         as are not by the Acts or by these Articles required to be exercised or
         done by the Company in general meeting , subject nevertheless to any
         regulations of these Articles, to the provisions of the Acts, and to
         such regulations not being inconsistent with the aforesaid regulations
         or provisions as may be prescribed by the Company in general meeting,
         but no regulation made by the Company in general meeting shall
         invalidate any prior act of the Directors which would have been valid
         if such regulation had not been made.

98.      Without prejudice to the generality of the foregoing provisions:-

         (a)      The Directors may make such arrangements as may be thought fit
                  for the management of the Company's affairs in the Republic of
                  Ireland or abroad and may for this purpose appoint local
                  boards, attorneys and agents and fix their remuneration and
                  delegate to them such powers as may be deemed requisite or
                  expedient.

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

<PAGE>

         (c)      The Directors may establish and maintain or procure the
                  establishment and maintenance of any non-contributory or
                  contributory pension or superannuation funds for the benefit
                  of, and give or procure the giving of donations, gratuities,
                  pensions, allowances or emoluments to any persons who are or
                  were at any time in the employment or service of the Company
                  or of any company which is a subsidiary of the Company or is
                  allied to or associated with the Company or with any such
                  subsidiary or who are or were at any time Directors or
                  officers of the Company or of any such other company as
                  aforesaid and holding or who held, any salaried employment,
                  office or place or profit in the Company or such other
                  company, and the wives, widows, families and dependants of any
                  such persons, and may make payments for or towards the
                  insurance of any such persons as aforesaid, and may do any of
                  the matters aforesaid either alone or in conjunction with any
                  such other company as aforesaid. Subject always, if the Acts
                  shall so require, to particulars with respect thereto being
                  disclosed to the members and to the proposal being approved by
                  the Company by ordinary resolution, a Director holding any
                  such employment or office shall be entitled to participate in
                  and retail for his own benefit any such donation, gratuity,
                  pension, allowance or emolument. A Director may be counted in
                  the quorum present upon a motion in respect of any matter
                  referred to in this paragraph and may vote as a Director upon
                  any resolution in respect of any such matter notwithstanding
                  that he is personally interested in such matter.

99.      (1)      Subject as hereinafter provided the Board 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.

         (2)      The Board shall restrict the borrowings of the Company and
                  exercise all voting and other rights or powers of control
                  exercisable by the Company in relation to its subsidiaries (if
                  any) with a view to securing (but as regards subsidiaries only
                  in so far as by the exercise of such rights or powers of
                  control the Board can secure) that the aggregate amount from
                  time to time outstanding of all moneys borrowed by the Group
                  (exclusive of inter-Group borrowings) shall not at any time
                  without the previous sanction of an Ordinary Resolution of the
                  Company exceed an amount equal to [two] times the Adjusted
                  Capital and Reserves. For the purpose of this Article:-

                  (i)      "the Group" means the Company and all its
                           subsidiaries for the time being;

                  (ii)     "the Adjusted Capital and Reserves" means the
                           aggregate from time to time of:-

                           (a)      the amount paid up or credited as paid up on
                                    the issued share capital of the Company; and

                           (b)      the amount standing to the credit of the
                                    reserves (including any share premium
                                    account, capital redemption reserve fund and
                                    any credit balance on profit and loss
                                    account) all as shown by the then latest
                                    audited consolidated balance sheet but after
                                    deducting therefrom any amounts attributable
                                    to outside interests in subsidiaries and any
                                    debit balance on the consolidated profit and
                                    loss account (except to the extent that such
                                    deduction has already been made) and making
                                    adjustments to reflect any variation in the
                                    amount of such paid up share capital, share
                                    premium account or capital redemption
                                    reserve fund since the date of the
                                    consolidated audited balance sheet.

                           Provided, however, that no amount credited to capital
                           or reserve or other account as above set out by
                           reason of subscription for or redemption of any
                           Shares referred to in sub-paragraph (vii) of this
                           paragraph (2) shall be taken in account in
                           calculating the aggregate under this sub-paragraph
                           (ii);

<PAGE>

                  (iii)    share capital allotted shall be treated as issued and
                           share capital (including any premium) called up or
                           payable at any fixed date within the following six
                           months shall be treated as already paid and if the
                           Company has issued or proposes to issue any shares
                           for cash and such issue has been underwritten, then
                           such shares shall be deemed to have been issued and
                           the subscription moneys (including any premium)
                           payable in respect thereof within the following six
                           months shall be deemed to have been paid up;

                  (iv)     the nominal amount of any share capital issued and
                           the principal amount of any money borrowed (together
                           in each case with any fixed or minimum premium
                           payable on final repayment) the beneficial interest
                           wherein is owned otherwise than by the Company or a
                           subsidiary and the repayment whereof is guaranteed by
                           or is the subject of an indemnity given by the
                           Company or by any subsidiary (if not otherwise taken
                           into account) be deemed to be moneys borrowed by such
                           guaranteeing company;

                  (v)      the principal amount owing (otherwise than to the
                           Company or a subsidiary) on any debentures of the
                           Company or any subsidiary howsoever issued (together
                           with any fixed or minimum premium payable on final
                           repayment shall (if not otherwise taken into account)
                           be deemed to be moneys borrowed;

                  (vi)     the principal amount raised by acceptances under any
                           acceptance credit opened by any bank or accepting
                           house on behalf of and in favour of the Company or
                           any subsidiary shall be deemed to be moneys borrowed;

                  (vii)    the amount subscribed (including any premium) for
                           Shares in the capital of the Company or a subsidiary
                           by a bank or other financial institution where such
                           shares are to be redeemed on a date or dates certain
                           and where the entire or any part of such premium
                           shall be repaid on such redemption shall be deemed to
                           be money borrowed;

                  (viii)   moneys borrowed by the Company or a subsidiary in one
                           currency as part of a transaction under which the
                           Company or a subsidiary lends an approximately
                           equivalent amount in another currency shall be deemed
                           not be moneys borrowed so long as the moneys so
                           borrowed and lent continue to be of an approximately
                           equivalent amount;

                  (ix)     moneys borrowed by the Company or any subsidiary for
                           the purpose of redeeming or repaying within six
                           months any moneys borrowed by the Company or any
                           subsidiary shall be deemed not to be moneys borrowed
                           pending their application for that purpose within
                           such period;

                  (x)      an amount equal to the aggregate sum remaining
                           borrowed by any company becoming a subsidiary of the
                           Company immediately after it becomes a subsidiary
                           shall at the time it becomes such a subsidiary and
                           for a period of six months thereafter be deducted in
                           calculating the aggregate amount from time to time
                           outstanding of all moneys borrowed;

                  (xi)     the proportion of moneys borrowed by a partly-owned
                           subsidiary (but only to the extent that an amount
                           equivalent to such proportion exceeds sums borrowed,
                           if any, from such partly-owned subsidiary by the
                           Company or any subsidiary) such proportion being that
                           which the issued equity share capital which is not
                           for the time being beneficially owned directly or
                           indirectly by the Company bears to the whole of the
                           issued equity share capital of such partly-owned
                           subsidiary shall be deemed not to be moneys borrowed;
                           and

<PAGE>

         (xii)    in calculating the amount of moneys borrowed moneys borrowed
                  in foreign currency shall be converted into Irish currency at
                  the rate of exchange prevailing in Dublin at the time when
                  such moneys were borrowed.

         (3)      A certificate or report by the Auditors for the time being of
                  the Company as to the amount of the Adjusted Capital and
                  Reserves or the amount of moneys borrowed or to the effect
                  that the limit imposed by this Article has not been or will
                  not be exceeded at any particular time or times shall be
                  conclusive evidence of such amount or fact for the purposes of
                  this Article.

         (4)      Notwithstanding the foregoing no lender or other person
                  dealing with the Company shall be concerned to see to or
                  inquire whether the limit imposed by this Article is observed
                  and no debt incurred in excess of such limit shall be invalid
                  or ineffectual except in the case of express notice to the
                  lender at the time when the debt was incurred that the limit
                  hereby imposed has been or was thereby exceeded.

                               DUTIES OF DIRECTORS

100.     (1)      A Director may contract with and be interested in any contract
                  or proposed contract with the Company either as vendor,
                  purchaser or otherwise, and shall not be liable to account for
                  any profit made by him by reason of any such contract or
                  proposed contract, provided that he has disclosed the nature
                  of his interest in such contract or proposed contract at a
                  meeting of the Board as required by and subject to the
                  provisions of Section 194 of the Act.

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

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

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

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

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

<PAGE>

                           (iv)     any proposal concerning any other company in
                                    which he is interested, directly or
                                    indirectly and whether as an officer or
                                    shareholder or otherwise howsoever, provided
                                    that he is not the holder of or beneficially
                                    interested in 1 per cent. or more of the
                                    issued shares of any class of the equity
                                    share capital of such company (or of any
                                    third company through which his interest is
                                    derived) or of the voting rights available
                                    to members of the relevant company (any such
                                    interest being deemed for the purpose of
                                    this Article to be a material interest in
                                    all circumstances);

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

                           (vi)     any proposal concerning the adoption,
                                    modification or operation of any scheme for
                                    enabling employees (including full time
                                    executive directors) of the Company and/or
                                    such subsidiary of the Company to acquire
                                    shares in the Company or any arrangement for
                                    the benefit of employees of the Company or
                                    any of its subsidiaries under which the
                                    Director benefits or may benefit.

                  (c)      Where proposals are under consideration concerning
                           the appointment (including fixing or varying the
                           terms of appointment) of two or more Directors to
                           offices or employments with the Company or any
                           company in which the Company is interested, such
                           proposals may be divided and considered in relation
                           to each Director separately and in such case each of
                           the Directors concerned (if not debarred from voting
                           under paragraph (2)(b)(iv) of this Article) shall be
                           entitled to vote (and be counted in the quorum) in
                           respect of each resolution except that concerning his
                           own appointment.

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

                  (e)      The Company may by ordinary resolution suspend or
                           relax the provisions of this paragraph (2) to any
                           extent of ratify any transaction not duly authorised
                           by reason of a contravention of this paragraph (2).

101.     Any Director may continue to be or become a director, managing
         director, manager or other officer or member of any other company
         promoted by the Company or in which this Company may be interested, and
         (unless otherwise agreed) no such Director shall be accountable for any
         remuneration or other benefits received by him as a director, managing
         director, manager or other officer or member of any such other company.
         The Board may exercise the voting powers conferred by the shares in any
         other company held or owned by the Company, in such manner in all
         respects as may be thought fit (including the exercise thereof in
         favour of any resolution appointing one or more of the Directors as a
         director, managing director, manager or other officer of such company).
         Any Director may act by himself or his firm in a professional capacity
         for the Company (otherwise than as Auditor), and he or his firm shall
         be entitled to remuneration for professional services as if he were not
         a Director.

<PAGE>

102.     All cheques, promissory notes, drafts, bills of exchange and other
         negotiable or transferable instruments and all receipts for moneys paid
         to the Company shall be signed, drawn, accepted, endorsed or otherwise
         executed, as the case may be, in such manner and by such persons,
         whether Directors or not, as the Directors shall from time to time
         determine.

                            PROCEEDINGS OF DIRECTORS

103.     The Directors may meet together for the dispatch of business and
         adjourn and otherwise regulate their meetings as they think fit.
         Questions arising at any meeting shall be decided by a majority of
         votes. A Director who is also an alternate Director shall be entitled,
         in the absence of the Director by whom he was appointed, to a separate
         vote on behalf of such Director in addition to his own vote. In the
         case of an equality of votes, the Chairman of the meeting shall have a
         second or casting vote.

104.     The Chairman may, and on the request of a Director the Secretary shall,
         at any time 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 the Republic of Ireland or the United States
         of America.

105.     The quorum necessary for the transaction of the business of the
         Directors shall be three or such higher number as from time to time may
         be fixed by the Directors. For the purposes of this Article an
         alternate Director shall be counted in a quorum, but so that not less
         than three individuals shall constitute a quorum.

106.     The continuing Directors or Director may at any time act
         notwithstanding any vacancy in their body but if the Directors shall at
         any time be reduced in number to less than the minimum number fixed by
         or in accordance with these Articles, the continuing Directors or
         Director may act for the purpose of appointing an additional Director
         or Directors to make up such minimum, or of summoning a general meeting
         of the Company, but for no other purpose.

107.     The Directors may from time to time appoint and remove a Chairman. The
         Chairman shall preside at all meetings of the Directors but, if no such
         Chairman be appointed or if at any meeting the Chairman be not present
         within five minutes after the time appointed for holding the same, the
         Directors present shall choose one of their number to be Chairman of
         such meeting.

108.     The Directors may delegate any of their powers to committees consisting
         of such member or members of their body as they think fit. Any
         committee so formed shall in the exercise of any power so delegated
         conform to any regulations that may from time to time be imposed upon
         it by the Directors.

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

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

111.     The Directors shall cause proper minutes to be made of all proceedings
         of general meetings and Class Meetings of the Company and of meetings
         of Directors and committees of Directors and of the attendances thereat
         and of all appointments of officers made by the Directors.

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112.     A resolution in writing signed by all the Directors shall be as
         effective for all purposes as a resolution duly passed at a meeting of
         the Directors duly convened and held and may consist of several
         documents in the like form each signed by one or more Directors.

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

                                    SECRETARY

114.     The Secretary shall (subject to Section 3 of the Companies (Amendment)
         Act, 1982) be appointed by the Directors and any Secretary so appointed
         may be removed by them. Anything by the Act required or authorised to
         be done by or to the Secretary may, if the office is vacant or there is
         for any other reason no Secretary capable of acting, be done by or to
         any assistant or deputy secretary or, if there is no assistant or
         deputy secretary capable of acting, by or to any officer of the Company
         authorised generally or specially in that behalf by the Directors:
         Provided that any provision of the Act or these Articles requiring or
         authorising a thing to be done by or to a Director and the Secretary
         shall not be satisfied by its being done by or to the same person
         acting both as a Director and as, or in the place of, the Secretary.

               REGISTER OF DIRECTORS' SHARE AND DEBENTURE HOLDINGS

115.     A register of Directors' share and debenture holdings when required by
         the Act shall be kept at the same office as that at which the Register
         of Members is kept and shall be open to the inspection of any member or
         holder of debentures of the Company on each day during which the same
         is bound to be open for inspection pursuant to the Acts.

                                    THE SEAL

116      (1)      The Directors shall provide for the safe custody of the Seal
                  and the Seal shall never be used except by the authority of
                  the Directors or of a committee of Directors authorised by the
                  Directors and (subject to paragraph (ii) of this Article)
                  every instrument to which the Seal shall be affixed shall be
                  signed by a Director and shall be countersigned by the
                  Secretary or by a second Director or by some other person
                  appointed by the Directors for the purpose.

         (2)      Every certificate of title to shares, stocks, debenture stock
                  or other security of the Company (other than letters of
                  allotment) shall be issued under the Seal or under the
                  official seal kept by the Company pursuant to Section 3 of the
                  Companies (Amendment) Act, 1977 and shall be signed
                  autographically by at least two persons appointed by the
                  Directors for the purpose so that the Directors may by
                  resolution determine either generally or in any particular
                  case where the signature of any such appointed person may be
                  affixed by some mechanical means to be specified in such
                  resolution or that such certificate shall bear no signatures
                  provided that the method is used only for certificates which
                  have first been approved for sealing by the Secretary,
                  registrar, auditors or bankers of the Company in writing.

117.     The Company may have an official seal for use abroad under the
         provisions of the Acts where and as the Directors shall determine and
         the Company may by writing under the Seal appoint any agent or
         committee abroad to be duly authorised agent of the Company for the
         purpose of affixing and using such official seal and may impose such
         restrictions on the use thereof as shall be thought fit. Wherever in
         these Articles reference is made to the Seal, the reference shall, when
         and so far as may be applicable, be deemed to include any such official
         seal.


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                                    DIVIDENDS

118.     Subject to any preferential or other special rights for the time being
         attached to any class of shares, the profits of the Company which it
         shall from time to time be determined to distribute by way of dividend
         shall be applied in payment of dividends upon the shares of the Company
         in proportion to the amounts paid up thereon respectively otherwise
         than in advance of calls. All dividends shall be apportioned and paid
         pro rata according to the amounts for the time being paid up on the
         shares during the period in respect of which the dividend is paid
         except that if any share is issued on terms providing that it shall
         rank for dividend as if paid up (in whole or in part) as from a
         particular date such share shall rank for dividend accordingly.

119.     The Company in general meeting may from time to time declare dividends,
         but no dividends shall be payable otherwise than out of the profits of
         the Company. No higher dividend shall be paid than is recommended by
         the Directors.

120.     The Directors may if they think fit from time to time pay to the
         members such interim dividends as appear to the Directors to be
         justified by the profits of the Company. If at any time the share
         capital of the Company is divided into different classes the Directors
         may pay such interest dividends in respect of those shares in the
         capital of the Company which confer on the holders thereof deferred or
         non-preferred rights as well as in respect of those shares which confer
         on the holders thereof preferential rights with regard to dividend and
         provided that the Directors act bona fide they shall not incur any
         responsibility to the holders of shares conferring a preference for any
         damage that they may suffer by reason of the payment of an interim
         dividend on any shares having deferred or non-preferred rights. The
         Directors may also pay half-yearly or at other suitable intervals to be
         settled by them any dividend which may be payable at a fixed rate if
         they are of the opinion that the profits justify the payment.

121.     The Directors may deduct from any dividend or other moneys payable on
         or in respect of any shares held by a member all sums of money (if any)
         presently payable by him to the Company on account of calls or
         otherwise in relation to the shares of the Company.

122.     All unclaimed dividends may be invested or otherwise made use of by the
         Directors for the benefit of the Company until claimed. No dividend
         shall bear interest as against the Company.

123.     Any dividend or other moneys payable on or in respect of a share may be
         paid by cheque or warrant sent through the post to the registered
         address of the member or person entitled thereto and, in the case of
         joint holder, to the first named of such joint holders or to such
         person and such address as the holder or joint holders may 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 may direct and payment of the cheque or warrant shall be a good
         discharge to the Company. Every such cheque or warrant shall be sent at
         the risk of the person entitled to the money represented thereby.

124.     If several persons are registered as joint holders of any share, any
         one of them may give effectual receipts for any dividend or other
         moneys payable on or in respect of the share.

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125.     A general meeting declaring a dividend may direct payment of such
         dividend wholly or in part by the distribution of specific assets (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 the distribution, the Directors may
         settle the same as they think expedient and in particular may issue
         fractional certificates and may fix the value for distribution of such
         specific assets or any part thereof and may determine that cash
         payments shall be made to any members upon the footing of the value so
         fixed in order to adjust the rights of members and may vest any
         specific assets in trustees upon trust for the persons entitled to the
         dividend as the Directors think expedient and generally may make such
         arrangements for the allotment, acceptance and sale of such specific
         assets or fractional certificates, or any part thereof, and otherwise
         as they think fit.

126.     Notwithstanding anything contained in these Articles the Company may by
         ordinary resolution on the recommendation of the Directors determine
         that any realised accretions of capital assets not required for paying
         the fixed dividends on any shares entitled to fixed preferential
         dividends with or without further participation in profits shall be
         divided amongst the members in proportion to the amounts paid up on the
         Ordinary Shares held by them respectively.

                                    RESERVES

127.     The Directors may before recommending any dividend, whether
         preferential or otherwise, carry to reserve out of the profits of the
         Company (including any premiums received upon the issue of debentures
         or other securities of the Company) such sums as they think proper as a
         reserve or reserves which shall, at the discretion of the Directors, be
         applicable for any purpose to which the profits of the Company may be
         properly applied and pending such application may, at the like
         discretion, either be employed in the business of the Company or be
         invested in such investments (other than shares of the Company or of
         its holding company, if any) as the Directors may from time to time
         think fit. The Directors may also without placing the same to reserve
         carry forward any profits which they may think it prudent not to
         divide.

                            CAPITALISATION OF PROFITS

128.     The Company may by ordinary resolution on the recommendation of the
         Directors resolve that it is desirable to capitalise any undivided
         profits of the Company (including profits carried and standing to any
         reserve or reserves and any realised accretions of capital assets or
         other capital surplus not currently required for paying the fixed
         dividends on any shares entitled to fixed preferential dividends with
         or without further participation in profits or, subject as hereinafter
         provided, any sum standing to the credit of any share premium account
         or capital redemption reserve fund) and accordingly that the Directors
         be authorised and directed to appropriate the profits or sum resolved
         to be capitalised to the members in the proportion in which such
         profits or sum would have been divisible amongst them had the same been
         applied or been applicable in paying dividends and to apply such
         profits or sum on their behalf, either in or towards paying up the
         amounts (if any) for the time being unpaid on any shares or debentures
         held by such members respectively or in paying up in full unissued
         shares or debentures of the Company of a nominal amount equal to such
         profits or sum, or partly in one way and partly in the other, such
         shares or debentures to be allotted and distributed, credited as fully
         paid up, to and amongst such members in the proportions aforesaid but
         any share premium account or capital redemption reserve fund or capital
         surplus arising on the revaluation of unrealised fixed assets may, for
         the purpose of this Article, only be applied in the paying up of
         unissued shares (other than redeemable preference shares) to be issued
         to members as fully paid.

129.     Whenever such a resolution as aforesaid shall have been passed, the
         Directors shall make all appropriations and applications of the profits
         or sum resolved to be capitalised thereby and all allotments and issues
         of fully paid shares or debentures (if any) and generally shall do all
         acts and things required to give effect thereto, with full power to the
         Directors to make such provision by the issue of fractional
         certificates or by payment in cash or otherwise as they think fit for
         the case of shares or debentures becoming distributable in fractions,
         and also to authorise any person to enter, on behalf of all the members
         entitled to the benefit of such appropriations and applications, into
         an agreement with the Company providing for the allotment to them
         respectively, credited as fully paid up, of any further shares or
         debentures to which they may be entitled upon such capitalisation, and
         any agreement made under such authority shall be effective and binding
         on all such members.

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                                    ACCOUNTS

130.     The Directors shall cause proper accounts to be kept in accordance with
         the provisions of the Acts.

131.     The books of account shall be kept at the Office or (subject to the
         provisions of the Acts) at such other place as the Directors shall
         think fit and shall always be open to the inspection of the Directors.
         No member (not being a Director) shall have any right of inspecting any
         account or book or document of the Company except as conferred by
         statute or authorised by the Directors.

132.     The Directors shall from time to time, in accordance with the
         provisions of the Acts, cause to be prepared and to be laid before the
         Company in general meeting such profit and loss accounts, balance
         sheets, group accounts (if any) and reports as are specified in the
         Acts.

133.     A copy of the Directors' and Auditors' reports, accompanied by copies
         of the balance sheet, profit and loss account and other documents
         required by the Acts to be annexed to the balance sheet, shall,
         twenty-one days at the least before the annual general meeting, be
         delivered or sent by post to the registered address of every member and
         every holder of debentures of the Company (whether or not they are
         entitled to receive notice of meetings) and to the Auditors, provided
         that, if copies of such documents are sent less than twenty-one days
         before the date of the meeting, they shall, notwithstanding that fact,
         be deemed to have been duly sent if it is to agreed by all the members
         entitled to attend and vote at the meeting.

134.     The Auditors' Report shall be read before the Company in general
         meeting and shall be open to inspection by any member.

135.     Every account of the Directors when audited and approved by an annual
         general meeting shall be conclusive except as regards any error
         discovered therein within three months next after the approval thereof.
         Whenever such an error is discovered within that period, the account
         shall forthwith be corrected and thereupon shall be conclusive.

                                      AUDIT

136.     The provisions of the Acts in regard to audit and Auditors shall be
         observed.

                                     NOTICES

137.     A notice or other document may be served by the Company upon any member
         either personally or by sending it through the post in a prepaid letter
         addressed to such member at his address as appearing in the Register of
         Members. In the case of joint holders of a share, all notices shall be
         given to that one of the joint holders whose name stands first in the
         Register of Members in respect of the joint holding and notice so given
         shall be sufficient notice to all the joint holders.

138.     Any member described in the Register of Members by an address not
         within the Republic of Ireland or the United States of America who
         shall from time to time give the Company an address within the Republic
         of Ireland or the United States of America at which notices may be
         served upon him shall be entitled to have notices served upon him at
         such address but not otherwise.

<PAGE>

139.     Any notice required to be given by the Company to the members or any of
         them, and not provided for by or pursuant to these Articles, shall be
         sufficiently given if given by advertisement which shall be inserted
         once in two leading daily newspapers published in Dublin.

140.     Any notice or other document if served by post shall be deemed to have
         been served on the day on which the letter containing the same was put
         into the post, and in proving such service it shall be sufficient to
         prove that the letter containing the notice or document was properly
         addressed and put into the post as a prepaid letter. A notice to be
         given by advertisement shall be deemed to have been served on the day
         on which the advertisement or the last of the advertisements appear.

141.     Every legal personal representative, committee, receiver, curator bonis
         or other legal curator, assignee in bankruptcy or liquidator of a
         member shall be bound by a notice given as aforesaid if sent to the
         last registered address of such member notwithstanding that the Company
         may have notice of the death, lunacy, bankruptcy, liquidation or
         disability of such member.

                                   WINDING UP

142.     If the Company shall be wound up (whether the liquidation is voluntary
         or by the court) the liquidator may, with the authority of a special
         resolution, divide among the members in specie the whole or any part of
         the assets of the Company, whether such assets shall consist of
         property of one kind or of properties of different kinds, and may for
         such purpose set such value as he deems fair upon each kind of property
         and may determine how such division shall be carried out as between the
         members or 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 and for contributories 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 member shall be compelled to accept any shares in respect of
         which there is a liability.

                                    INDEMNITY

143.     Every Director and other officer of the Company (other than an Auditor)
         shall be indemnified out of the assets of the Company against any
         liability incurred by him in defending any proceedings, whether civil
         or criminal, in relation to his acts while acting in such office in
         which judgment is given in his favour or in which he is acquitted or in
         connection with any application in which relief is granted to him by
         the Court under the Acts.