<PAGE>
                                                               EXHIBIT 4.(a)(xv)




                            COMPANY LIMITED BY SHARES



                             ARTICLES OF ASSOCIATION

                                     - OF -

                         RED-M (COMMUNICATIONS) LIMITED

                                   NO 03985301



                      (ADOPTED BY SPECIAL RESOLUTION PASSED

                             ON 4TH SEPTEMBER 2001)








                           Reynolds Porter Chamberlain
                                Chichester House
                              278-282 High Holborn
                                 London WC1V 7HA

                                Ref :TRA/RED22.1

<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<S>                                                           <C>
1.  PRELIMINARY............................................... 3
2.  GENERAL MEETINGS.......................................... 6
3.  ACCOUNTS AND ANNUAL GENERAL MEETINGS...................... 9
4.  SHARE CAPITAL............................................. 9
5.  VARIATION OF RIGHTS.......................................16
6.  ALTERATION OF SHARE CAPITAL...............................16
7.  PURCHASE OF OWN SHARES....................................17
8.  SUBSCRIPTION RIGHTS.......................................17
9.  LIEN......................................................18
10. CALLS ON SHARES AND FORFEITURE............................19
11. TRANSFER OF SHARES........................................20
12. COMPULSORY TRANSFERS......................................31
13. TRANSMISSION OF SHARES....................................34
14. DIRECTORS.................................................34
15. ALTERNATE DIRECTORS.......................................35
16. POWERS OF DIRECTORS.......................................36
17. DELEGATION OF DIRECTORS' POWERS...........................36
18. PROCEEDINGS OF DIRECTORS..................................36
19. BORROWING POWERS..........................................39
20. DISQUALIFICATION AND REMOVAL OF DIRECTORS.................40
21. REMUNERATION OF DIRECTORS.................................40
22. DIRECTORS' EXPENSES.......................................40
23. DIRECTORS' APPOINTMENTS AND INTERESTS.....................40
24. DIRECTORS' GRATUITIES AND PENSIONS........................42
25. SECRETARY.................................................43
26. MINUTES...................................................43
27. SHARE CERTIFICATES........................................43
28. SEAL......................................................43
29. DIVIDENDS.................................................44
30. CAPITALISATION OF PROFITS.................................45
31. NOTICES...................................................45
32. WINDING UP................................................46
33. INDEMNITY.................................................46
</TABLE>

                                       2
<PAGE>
                            COMPANY LIMITED BY SHARES



                             ARTICLES OF ASSOCIATION

                                     - OF -

                          RED-M COMMUNICATIONS LIMITED

                                   NO 03985301



                      (ADOPTED BY SPECIAL RESOLUTION PASSED

                             ON 4TH SEPTEMBER 2001)



1.   PRELIMINARY

1.1  In these Articles, unless the context requires otherwise:

     "ACT" means the Companies Act 1985 and every statutory modification or
     re-enactment of it for the time being in force;

     "AFFILIATE" means, as applied to any party hereto, any corporation,
     partnership or other business entity directly or indirectly controlling, or
     controlled by, or under direct or indirect common control with, such party.
     For purposes of this definition, "control" (including, with correlative
     meanings, the terms "controlling", "controlled by" and "under common
     control with"), as applied to any Person, means the possession, directly or
     indirectly, of the power to direct or cause the direction of the management
     and policies of such Person, whether through the ownership of voting
     securities, by contract or otherwise.

     "AMADEUS" or "AMADEUS FUND" means Amadeus II A, Amadeus IIB, Amadeus II C,
     Amadeus II GmbH & Co KG, Amadeus II Affiliates each managed by Amadeus
     Capital Partners Limited;

     "AMADEUS DIRECTOR" means any director appointed by Amadeus pursuant to
     Article 23.2;

     "APAX" means Apax Europe V - A, L.P., Apax Europe V - B, L.P., Apax Europe
     V - C GmbH & Co KG, Apax Europe V - D, L.P., Apax Europe V - E, L.P., Apax
     Europe V - F, C.V., Apax Europe V - G, C.V. each acting by its investment
     manager Apax Partners Europe Managers Limited;

     "APAX DIRECTOR" means any director appointed by Apax pursuant to Article
     23.1;

     "ARTICLES" means the articles of association of the Company as amended from
     time to time;



                                       3
<PAGE>


     "ASSET SALE" means the sale of any material part of the business,
     undertaking or assets of the Company whether by way of a single transaction
     or a series of transactions;

     "ASSOCIATE" means, in relation to any person, an associated company of that
     person or a person who is connected with that person determined in
     accordance with Sections 416 and 839 of the Taxes Act (save that in
     construing Section 839 the term "control" shall have the meaning given by
     Section 840 or Section 416 of the Taxes Act so that there shall be control
     wherever either of the said Sections would so require);

     "AUDITORS" means the auditors of the Company from time to time;

     "BOARD" means the board of directors of the Company;

     "CLEAR DAYS" means, 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 when it is to take effect;

     "CONNECTED PERSON" has the meaning given to that expression in Section 839
     Taxes Act;

     "DIRECTORS" means the directors of the Company from time to time;

     "$" means US dollars;

     "EASDAQ" means the recognised investment exchange (as defined in s285 of
     the Financial Services and Markets Act 2000) which is regulated by the
     Belgian Banking and Finance Commission and any successor thereof;

     "FINANCIAL YEAR" means a financial year or other period in respect of which
     the Company prepares its accounts in accordance with the relevant
     provisions of the Act;

     "GROUP" means, in relation to a company, that company and any company which
     is from time to time a holding company of that company or a subsidiary of
     that company or of such holding company;

     "GROUP" means the Company and any subsidiary thereof for the time being and
     from time to time;

     "HOLDER" means, in relation to shares, the member whose name is entered in
     the register of members of the Company as the holder of the shares;

     "INITIAL INVESTORS" means Apax, Amadeus and Intel (and the expression
     "INITIAL INVESTOR" shall be construed accordingly);

     "INTEL" means Intel Capital Corporation whose Registered Office is situated
     at the offices of Caledonian Bank & Trust Limited, Caledonian House, PO Box
     1043, George Town, Grand Cayman, Cayman Islands.



                                       4
<PAGE>

     "LISTING" means the admission of any part of the ordinary share capital of
     the Company to the Official List (as defined in s103(1) of the Financial
     Services and Markets Act 2000) or the grant of permission to deal in the
     same (or in any instruments representing any such ordinary share capital)
     on the NASDAQ Stock Market, EASDAQ Stock Market or the Neuer Markt Stock
     Market but specifically excludes the Alternative Investment Market;

     "MADGE" means Madge Networks NV of Transpolis Schiphol Airport, Polaris
     Avenue, 23, 2132 JH Hoofddorp, The Netherlands;

     "MADGE DIRECTOR" means any director appointed by Madge pursuant to Article
     23.3;

     "NASDAQ STOCK MARKET" means the recognised investment exchange (as defined
     in s285 of the Financial Services and Markets Act 2000) which is regulated
     by the National Association of Securities Dealers, Inc., a self-regulatory
     organisation which operates under the authority granted it by the 1938
     Maloney Act Amendment to the Securities Exchange Act of 1934.

     "NEUER MARKT STOCK MARKET" means the recognised investment exchange (as
     defined in s285 of the Financial Services and Markets Act 2000) owned and
     operated by the Deutsche Borse AG group of companies;

     "NOMINATED DIRECTORS" means the Apax Director, Amadeus Director and Madge
     Directors (and the expression "NOMINATED DIRECTOR" shall be construed
     accordingly);

     "OFFICE" means the registered office of the Company;

     "ORDINARY SHARES" means the Ordinary Shares of $1 each in the capital of
     the Company having the rights and restrictions set out in Article 4.2;

     "PERCENTAGE INTEREST" means the respective proportion (expressed as a
     percentage) in which shares are held from time to time by each member;

     "SALE" means the acceptance of an offer or the making of an agreement which
     upon the satisfaction of the conditions (if any) of such offer or agreement
     results in a change in control as defined in Article 11.15;

     "SEAL" means the common seal of the Company;

     "SECRETARY" means the secretary of the Company or any other person
     appointed to perform the duties of the secretary of the Company including a
     joint, assistant or deputy secretary;

     "SERIES A CONVERTIBLE PREFERRED SHARES" means Series A Convertible
     Preferred Shares of $1 each in the capital of the Company having rights and
     restrictions set out in Article 4.2;

     "SHARE" means a share in the capital of the Company of whatever class;



                                       5
<PAGE>


     "SHAREHOLDERS" means all those persons holding shares (and the expression
     "SHAREHOLDER" shall be construed accordingly);

     "TABLE A" means Table A in the Companies (Table A to F) Regulations 1985 as
     amended by the Companies (Tables A to F) (Amendment) Regulations 1985;

     "TAXES ACT" means the Income and Corporation Tax Act 1988.

1.2  These Articles and the regulations of Table A (subject to any modifications
     set out in these Articles) shall constitute the articles of association of
     the Company.

1.3  Regulations 2, 3, 26, 40, 73 to 80 (inclusive), 95, 96, 110, 118, the first
     sentence of regulation 24 and the final sentence of regulation 112 (in each
     case of Table A) shall not apply to the Company.

1.4  References in these Articles to writing shall include typewriting,
     printing, lithography, photography, telex, email and facsimile messages and
     other means of representing or reproducing words in a legible and
     non-transitory form.

2.   GENERAL MEETINGS

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

2.2  The Directors may call general meetings and, on the requisition of members
     pursuant to the provisions of the Act, shall forthwith proceed to convene
     an extraordinary general meeting for a date not later than eight weeks
     after receipt of the requisition. If there are not within the United
     Kingdom sufficient Directors to call a general meeting, any Director or any
     member of the Company may call a general meeting.

2.3  An annual general meeting and an extraordinary general meeting called for
     the passing of a special resolution or a resolution appointing a person as
     a Director shall be called by at least twenty-one Clear Days' notice. All
     other extraordinary general meetings shall be called by at least fourteen
     Clear Days' notice but a general meeting may be called by shorter notice if
     it so agreed:

     2.3.1 in the case of an annual general meeting, by all the members entitled
           to attend and vote thereat; and

     2.3.2 in the case of any other meeting by a majority in number of the
           members having a right to attend and vote being a majority together
           holding not less than ninety-five per cent in nominal value of the
           shares giving that right.

     The notice shall specify the time and place of the meeting and the general
     nature of the business to be transacted and, in the case of an annual
     general meeting, shall specify the meeting as such. Subject to the
     provisions of the Articles and to any restrictions imposed on any shares,
     the notice shall be given to all the members, to all persons entitled to a
     share in consequence of the death or bankruptcy of a member and to the
     Directors and Auditors.


                                       6
<PAGE>

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

2.5  No business shall be transacted at any general meeting unless a quorum of
     members is present at the time when the general meeting proceeds to
     business. Two persons, being members present in person or by proxy or (in
     the case of a corporation) by its duly authorised representative shall be a
     quorum at any general meeting PROVIDED THAT notwithstanding the foregoing
     and so long as there are any Series A Convertible Preferred Shares in issue
     there shall be no quorum unless there shall be present in person or by
     proxy or by duly authorised representative the holders of not less than 50
     per cent of the issued Series A Convertible Preferred Shares and the
     holders of not less than 50 per cent of the issued Ordinary Shares in the
     Company. If no such quorum is so present then the general meeting shall
     stand adjourned for a period of not less than 7 days to such time and place
     as the Directors shall agree and notify to the members. If no such member
     is so present at the adjourned general meeting then subject to the
     foregoing provisions of this Article the members then present in person or
     by proxy or by duly authorised representatives shall constitute a quorum.

2.6  The chairman, if any, of the Board or in his absence some other Director
     nominated by the Directors shall preside as chairman of the meeting, but if
     neither the chairman nor such other Director (if any) be present within
     fifteen minutes after the time appointed for holding the meeting and is
     willing to act, the Directors present shall elect one of their number to be
     chairman and, if there is only one Director present and willing to act, he
     shall be chairman.

2.7  If no Director is willing to act as chairman, or if no Director is present
     within fifteen minutes after the time appointed for holding the meeting,
     the members present and entitled to vote shall choose one of their number
     to be chairman.

2.8  A Director shall, notwithstanding that he is not a member, be entitled to
     attend and speak at any general meeting and at any separate meeting of the
     holders of any class of shares in the Company.

2.9  The chairman may, with the consent of a meeting at which a quorum is
     present (and shall if so directed by the meeting), adjourn the meeting from
     time to time and from place to place, but no business shall be transacted
     at an adjourned meeting other than business which might properly have been
     transacted at the meeting had the adjournment not taken place. When a
     meeting is adjourned for fourteen days or more, at least seven Clear Days'
     notice shall be given specifying the time and place of the adjourned
     meeting and the general nature of the business to be transacted. Otherwise
     it shall not be necessary to give any such notice.

2.10 A resolution in writing executed by or on behalf of each member who would
     have been entitled to vote upon it if it had been proposed at a general
     meeting at which he was present shall be as effectual as if it had been
     passed at a general meeting duly convened and held and may consist of
     several instruments in the like form each executed by or on behalf of one
     or more members. With respect to any such resolution in writing as is
     referred to in this Article 2.10, in the case of a corporation which holds
     a share, the signature of any Director or the Secretary thereof shall be



                                       7
<PAGE>
     sufficient for the purposes of this Article and regulation 53 of Table A
     shall be modified accordingly.

2.11 All business shall be deemed special that is transacted at an extraordinary
     general meeting and also all that is transacted at an annual general
     meeting, with the exception of the consideration of the audited accounts,
     balance sheets and the reports of the Directors and the Auditors and the
     appointment of, and the fixing of the remuneration of, the Auditors.

2.12 A resolution put to the vote of a meeting shall be decided on a show of
     hands unless before, or on the declaration of the result of, the show of
     hands a poll is duly demanded. Subject to the provisions of the Act, a poll
     may be demanded:

     2.12.1 by the chairman; or

     2.12.2 by at least one member having the right to vote at the meeting;

     and a demand by a person as proxy for a member shall be the same as a
     demand by the member. A proxy may be appointed by any appropriate means
     which brings such appointment to the attention of the Secretary or the
     chairman of the general meeting at any time (including after the
     commencement of any general meeting) and regulation 62 of Table A shall be
     modified accordingly. The proxy shall be entitled to vote on a show of
     hands.

2.13 Unless a poll is duly demanded a declaration by the chairman that a
     resolution has been carried or carried unanimously, or by a particular
     majority, or lost, or not carried by a particular majority and an entry to
     that effect in the minutes of the meeting shall be conclusive evidence of
     the fact without proof of the number or proportion of the votes recorded in
     favour of or against the resolution.

2.14 The demand for a poll may, before the poll is taken, be withdrawn but only
     with the consent of the chairman and a demand so withdrawn shall not be
     taken to have invalidated the result of a show of hands declared before the
     demand was made.

2.15 A poll shall be taken as the chairman directs and he may appoint
     scrutineers (who need not be members) and fix a time and place for
     declaring the result of the poll. The result of the poll shall be deemed to
     be the resolution of the meeting at which the poll was demanded.

2.16 In the case of an equality of votes, whether on a show of hands or on a
     poll, the chairman shall not be entitled to a casting vote in addition to
     any other vote he may have.

2.17 A poll demanded on the election of a chairman or on a question of
     adjournment shall be taken forthwith. A poll demanded on any other question
     shall be taken either forthwith or at such time and place as the chairman
     directs not being more than thirty days after the poll is demanded. The
     demand for a poll shall not prevent the continuance of a meeting for the
     transaction of any business other than the question on which the poll was
     demanded. If a poll is demanded before the declaration of the result of a
     show of hands and the demand is duly withdrawn, the meeting shall continue
     as if the demand had not been made.



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<PAGE>
2.18 No notice need be given of a poll not taken forthwith if the time and place
     at which it is to be taken are announced at the meeting at which it is
     demanded. In any other case at least seven Clear Days' notice shall be
     given specifying the time and place at which the poll is to be taken.

3.   ACCOUNTS AND ANNUAL GENERAL MEETINGS

3.1  Every Financial Year of the Company shall commence on 1st January and end
     on 31st December that year, and the Directors shall cause to be prepared,
     in accordance with the provisions of the Act, a consolidated balance sheet
     of the Company and its subsidiaries as at the end of each such Financial
     Year and a consolidated profit and loss account of the Company and its
     subsidiaries for each such Financial Year (which said balance sheet and
     profit and loss account are hereinafter collectively referred to as the
     "ACCOUNTS").

3.2  An annual general meeting of the Company shall be held not later than the
     last business day of the month of July in each calendar year in respect of
     the Financial Year ended on the immediately preceding 31st December at such
     time and place as the Directors shall determine (subject to Article 2
     above) and the Directors shall cause to be laid before each such annual
     general meeting the Accounts for such Financial Year together with the
     respective reports thereon of the Directors and of the Auditors such
     reports complying with the provisions of the Act.

4.   SHARE CAPITAL

4.1  The authorised share capital of the Company at the date of the adoption of
     these Articles is $50 million divided into: 25,000,000 Ordinary Shares of
     $1 each and 25,000,000 Series A Convertible Preferred Shares of $1 each.

4.2  The special rights and restrictions attached to and imposed on the Series A
     Convertible Preferred Shares and the Ordinary Shares respectively are as
     follows:

     4.2.1 INCOME:

     The Series A Convertible Preferred Shares and the Ordinary Shares
     respectively shall have equal rights to share in any payment by way of
     dividend.

     4.2.2 CAPITAL: GENERAL

          (a)  In the event of a Sale or Asset Sale of the Company (including,
               without limitation, by way of consolidation or merger) the
               proceeds of the same shall be applied in the manner and in the
               strict order of priority set out in Articles 4.2.2(c) to (f).

          (b)  In the event of a winding up of the Company or other return of
               capital, the assets of the Company remaining after payment of its
               debts and liabilities shall be applied in the following manner
               and in strict order of priority set out in Articles 4.2.2(c) to
               (f).


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<PAGE>
          (c)  In the case of an event falling within Article 4.2.2(b) paying to
               the holders of the Series A Convertible Preferred Shares (in
               proportion to the numbers of the Series A Convertible Preferred
               Shares held by them) an amount equal to the subscription price
               (inclusive of any premium) paid for such shares (on the premise
               that the Series A Convertible Preferred Shares have not been
               converted into Ordinary Shares pursuant to Article 4.2.5) and in
               the case of an event falling within Article 4.2.2(a), in paying
               to the holders of the Series A Convertible Preferred Shares (in
               proportion to the number of Series A Convertible Preferred Shares
               held by them) a sum (in cash) equal to two and a half times the
               aggregate subscription price for the Series A Convertible
               Preferred Shares (inclusive of any premium).

          (d)  In paying to the holders of the Series A Convertible Preferred
               Shares and Ordinary Shares (in proportion to the numbers of
               Ordinary Shares held by them) all unpaid arrears and accruals of
               any dividends declared.

          (e)  In paying to the holders of the Ordinary Shares (in proportion to
               the numbers of Ordinary Shares held by them) an amount equal to
               the aggregate subscription price (inclusive of any premium) paid
               for such shares.

          (f)  In distributing the balance amongst the holders of the Ordinary
               Shares and the Series A Convertible Preferred Shares pro rata.

     4.2.3 REDEMPTION: SERIES A CONVERTIBLE PREFERRED SHARES

          (a)  At the option of the holders of a majority of the Series A
               Convertible Preferred Shares, the Convertible Preferred Shares
               shall be redeemed at a price equal to the subscription price
               (including any premium), whereupon they shall be redeemed in
               three tranches (on an annual basis) from March 2006 by giving not
               less than 30 days written notice to the Company (such notice
               being deemed to be irrevocable) specifying the number of Series A
               Convertible Preferred Shares to be redeemed such number either
               being a multiple of 100,000 or the balance of the Series A
               Convertible Preferred Shares then in issue.

          (b)  Redemption of any Series A Convertible Preferred Shares pursuant
               to this Article 4.2.3 shall be conducted in the manner specified
               in Article 4.2.4.



                                       10
<PAGE>
     4.2.4 REDEMPTION: PROVISIONS APPLICABLE TO SERIES A CONVERTIBLE PREFERRED
           SHARES

     Any Series A Convertible Preferred Shares to be redeemed pursuant to
     Article 4.2.3 shall be redeemed on the relevant date (insofar as the
     Company shall be able to comply with the provisions of the Act relating to
     redemption or so soon after the said date as the Company shall be able to
     comply with the provisions of the Act) upon, and subject to, the following
     terms and conditions:

          (a)  Where the holders of the Series A Convertible Preferred Shares
               wish to exercise their rights under Article 4.2.3(a) they shall
               serve on the Company written notice of redemption not later than
               30 days prior to the proposed date of redemption which notice
               shall be irrevocable and shall fix the time and place for such
               redemption and shall specify the Series A Convertible Preferred
               Shares to be redeemed, such Series A Convertible Preferred Shares
               to be redeemed amongst the holders of the Series A Convertible
               Preferred Shares for the time being in the proportion in which
               their holding of Series A Convertible Preferred Shares bears to
               the total number of the relevant class of Series A Convertible
               Preferred Shares outstanding prior to each such redemption. At
               the time and place so fixed the registered holders of the Series
               A Convertible Preferred Shares to be redeemed shall be bound to
               deliver to the Company the certificates for such Series A
               Convertible Preferred Shares (or an indemnity in respect thereof
               reasonably satisfactory to the Company) for cancellation and
               thereupon the Company shall pay to (or to the order of) such
               holders all the monies payable in respect of the redemption of
               such Series A Convertible Preferred Shares and such payment shall
               be made through a bank if the Company shall think fit. If any
               certificate so delivered to the Company shall include any Series
               A Convertible Preferred Shares not redeemed on the occasion for
               which it is so delivered, the Company shall issue without charge
               a fresh certificate for such Series A Convertible Preferred
               Shares.

          (b)  There shall be paid on the redemption of each Series A
               Convertible Preferred Share the subscription price (including any
               premium). The receipt of the registered holder for the time being
               of any Series A Convertible Preferred Shares so redeemed or in
               the case of joint registered holders the receipt of any of them
               for money payable on redemption thereof shall constitute an
               absolute discharge to the Company in respect thereof.

          (c)  If any holder of Series A Convertible Preferred Shares whose
               shares are liable to be redeemed under this Article 4.2.4 shall
               fail or refuse to deliver up the certificate for his shares the
               Company may retain the redemption monies until



                                       11
<PAGE>

               delivery up of the certificate or of any indemnity in respect
               thereof reasonably satisfactory to the Company and shall within
               seven days thereafter pay the redemption monies to the
               shareholders. No holder of Series A Convertible Preferred Shares
               shall have any claim against the Company in respect of interest
               on monies retained pursuant to this Article 4.2.4(c).

     4.2.5 CONVERSION: SERIES A CONVERTIBLE PREFERRED SHARES

          (a)  At any time (and from time to time), the holders of the majority
               of the Series A Convertible Preferred Shares may elect as a
               class, by notice in writing to the Company that some or all of
               the Series A Convertible Preferred Shares be converted into
               Ordinary Shares with each Series A Convertible Preferred Share
               being convertible into one Ordinary Share (subject to adjustment
               upward or downward (as the case may be) to reflect any
               subdivision, consolidation or other capital re-organisation in
               relation to the Ordinary Shares after the date of adoption of
               these Articles) (the "CONVERSION RATE").

          (b)  In the case of the conversion in part under Article 4.2.5(a) the
               Series A Convertible Preferred Shares shall be converted in
               tranches of either not less than 100,000 Series A Convertible
               Preferred Shares at any one time or of an amount equal to the
               balance of Series A Convertible Preferred Shares (if less than
               100,000).

          (c)  On the completion of a Qualified Initial Public Offering ("QIPO")
               as the same is defined in Article 4.2.5(e) the Series A
               Convertible Preferred Shares shall automatically convert into
               Ordinary Shares at the Conversion Rate.

          (d)  If for any reason the QIPO does not meet the conditions in
               Article 4.2.5(e) then provided the Board has finally approved the
               Listing the Company must, notwithstanding that the conditions
               contained in Article 4.2.5(e) have not been met (provided that
               the Listing is technically possible), proceed with the completion
               of the Listing and conversion of the Series A Convertible
               Preferred Shares in which event the applicable Conversion Rate
               shall be the greater of the rate expressed in Article 4.2.5(a) or
               the rate calculated in accordance with the following formula
               (which formula shall be substituted for the formula in Article
               4.2.5(a)) (the "ADJUSTED CONVERSION RATE"):

     Number of Ordinary Shares gained on conversion of each Series A Convertible
     Preferred Share = 2.5 X
                       -----
                         Y



                                       12
<PAGE>

     where X is the issue price (including any premium) per Series A Convertible
     Preferred Share; and Y is the IPO initial offering price per share in
     dollars (following the conversion of the Series A Convertible Preferred
     Shares);

     (subject to the adjustment upward or downward (as the case may be) to
     reflect any subdivision, consolidation or other capital re-organisation in
     relation to the Ordinary Shares after the date of adoption of these
     Articles).

          (e)  A QIPO shall mean a Listing where the following elements are
               present:

               (i)   it is a fully underwritten public offering or placing of
                     Ordinary Shares of the Company by a reputable underwriter;
                     and

               (ii)  the initial offering price per share is equal to or exceeds
                     2.5 times the issue price of the first allotment of Series
                     A Convertible Preferred Shares (i.e. 2.5 x $3.13 subject to
                     adjustment upward or downward (as the case may be) to
                     reflect any subdivision, consolidation or other capital
                     re-organisation in relation to the Ordinary Shares after
                     the date of adoption of there Articles) at the time of the
                     QIPO; and

               (iii) where the aggregate gross proceeds to be received by the
                     Company, as a result of the QIPO exceeds $30,000,000;

     and conversion (under this Article 4.2.5) shall take place immediately
     prior to completion of the QIPO, but shall be conditional upon it and
     completion of the QIPO shall be deemed to have occurred upon the Listing;

          (f)  Upon the occurrence of either of the events referred to in
               clauses 4.2.5(a) or (c) the names of the former holders of the
               Series A Convertible Preferred Shares shall be entered in the
               Register of members of the Company as the holders of the
               appropriate number of Ordinary Shares credited as fully paid up.

          (g)  Forthwith upon conversion of the Series A Convertible Preferred
               Shares the Company shall give written notice to the former
               holders of the Series A Convertible Preferred Shares of the
               numbers of Ordinary Shares of which they are respectively the
               holders.

          (h)  Forthwith upon receipt of such notices, the former holders of the
               Series A Convertible Preferred Shares shall deliver to the
               Company at the Office the share certificates in respect of their
               respective holdings of the Series A Convertible Preferred Shares
               and the Company shall, upon receipt of


                                       13
<PAGE>

               such certificates, deliver to the relevant holders new
               certificates in respect of the Ordinary Shares arising from such
               conversion to which they are respectively entitled.

          (i)  The Ordinary Shares arising on conversion pursuant to this
               Article 4.2.5 shall be distributed amongst the holders of the
               Series A Convertible Preferred Shares for the time being in the
               proportion in which their holding of Series A Convertible
               Preferred Shares bears to the total number of Series A
               Convertible Preferred Shares immediately prior to the conversion.

          (j)  The Board (with the consent of the Initial Investors) shall
               determine from time to time the manner in which the Series A
               Convertible Preferred Shares are to be converted, subject to the
               provisions of these Articles and the Act.

          (k)  The proceeds of the Company's share premium account shall not be
               used for any purpose without the written consent of the Initial
               Investors. Where conversion of the Series A Convertible Preferred
               Shares is at the Adjusted Conversion Rate the provisions of
               Article 30 hereof shall not apply and the Board shall (subject to
               receipt of the written consent of the Initial Investors) apply
               the proceeds of the Company's share premium account in paying up
               the nominal value of each Ordinary Share gained on conversion, to
               the extent that the nominal value of the Ordinary Shares gained
               on conversion is greater than the total nominal value of the
               Series A Convertible Preferred Shares (subject always to the
               relevant provisions in the Act).

          (l)  If a doubt or dispute arises concerning any adjustment to the
               Conversion Rate in accordance with Article 4.2.5(a) or the
               Adjusted Conversion Rate in accordance with Article 4.2.5(d) the
               Board shall refer the matter to the Auditors and their
               certificate as to the amount of the adjustment shall in the
               absence of manifest error be final and binding.

     4.2.6 VOTING: PROVISIONS APPLICABLE TO ORDINARY SHARES AND SERIES A
           CONVERTIBLE PREFERRED SHARES

          (a)  Subject to any rights or restrictions attached to any Ordinary
               Shares and Series A Convertible Preferred Shares, on a show of
               hands every member who (being an individual) is present in person
               or (being a corporation) is present by a duly authorised
               representative, not being himself a member entitled to vote,
               shall have one vote and on a poll every member shall have one
               vote for every Ordinary Share or Series A Convertible Preferred
               Share of which he is the holder.



                                       14
<PAGE>

          (b)  In the case of joint holders 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 seniority
               shall be determined by the order in which the names of the
               holders stand in the register of members.

          (c)  A member in respect of whom an order has been made by any court
               having jurisdiction (whether in the United Kingdom or elsewhere)
               in matters concerning mental disorder may vote, whether on a show
               of hands or on a poll, by his receiver, curator bonis or other
               person and may, on a poll, vote by proxy. Evidence to the
               satisfaction of the Directors of the authority of the person
               claiming to exercise the right to vote shall be deposited at the
               Office, or at such other place as is specified in accordance with
               the Articles for the deposit of instruments of proxy, not less
               than 48 hours before the time appointed for holding the meeting
               or adjourned meeting at which the right to vote is to be
               exercised and in default the right to vote shall not be
               exercisable.

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

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

          (f)  On a poll votes may be given either personally or by proxy. A
               member may appoint more than one proxy to attend on the same
               occasion.

          (g)  An instrument appointing a proxy shall be in writing, executed by
               or on behalf of the appointor and shall be in the form (or in a
               form as near thereto as circumstances allow or in any other form
               which is usual or which the Directors may approve) provided for
               in Regulations 60 and 61 of Table A.

          (h)  The instrument appointing a proxy and any authority under which
               it is executed or a copy of such authority certified notarially
               or in some other way approved by the Directors must comply with
               the provisions in Article 2.12.



                                       15
<PAGE>


4.3  The Company may exercise the powers of paying commissions conferred by the
     Act. Subject to the provisions of the Act, any such commission may be
     satisfied by the payment of cash or by the allotment of fully or partly
     paid shares or partly in one way and partly in the other.

4.4  Except as required by law, no person shall be recognised by the Company as
     holding any share upon any trust and (except as otherwise provided by the
     Articles or by law) the Company shall not be bound by or recognise any
     interest in any share except an absolute right to the entirety thereof in
     the holder.

5.   VARIATION OF RIGHTS

     Whenever the capital of the Company is divided into different classes of
     shares the special rights attached to any class may be varied or abrogated
     either whilst the Company is a going concern or during or in contemplation
     of a winding-up with the prior written consent of the holders of more than
     three-fourths of the issued shares of that class, or with the sanction of
     an Extraordinary Resolution passed at a separate meeting of the holders of
     that class, but not otherwise. To every such separate 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 at least holding or representing by
     proxy one-third in nominal value of the issued shares of the class unless
     all the shares of any class are registered in the name of a single
     corporate shareholder in which case the quorum shall be one person being
     the duly authorised representative of such shareholder (but so that if at
     any adjourned meeting of such holders a quorum as above defined is not
     present those members who are present 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.

6.   ALTERATION OF SHARE CAPITAL

6.1  The Company may by ordinary resolution:

     6.1.1 increase its share capital by new shares of such amount as the
           resolution prescribes;

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

     6.1.3 subject to the provisions of the Act, sub-divide its shares, or any
           of them, into shares of smaller amount; and

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

6.2  Whenever as a result of a consolidation of shares any members would become
     entitled to fractions of a share, the Directors may, on behalf of those
     members, sell the shares representing the fractions for the best price
     reasonably obtainable to any person (including subject to the provisions of
     the Act, the Company) and distribute the net proceeds of sale in due
     proportion among those members, and the Directors


                                       16
<PAGE>

     may authorise some person to execute an instrument of transfer of the
     shares to, or in accordance with the directions of, the purchaser. The
     transferee shall not be bound to see to the application of the purchase
     money nor shall his title to the shares be affected by any irregularity in
     or invalidity of the proceedings in reference to the sale.

6.3  Subject to the provisions of the Act, the Company may by special resolution
     reduce its share capital, any capital redemption reserve and any share
     premium account in any way.

6.4  Subject to the provisions of the Act, the Company may by special resolution
     in respect of a sub division of shares determine that, as between the
     shares resulting from the sub division, any of them may have any preference
     or advantage as compared with the others.

7.   PURCHASE OF OWN SHARES

     Subject to the provisions of the Act, the Company may purchase its own
     shares (including any redeemable shares) and, if it is a private company,
     make a payment in respect of the redemption or purchase of its own shares
     otherwise than out of distributable profits of the Company or the proceeds
     of a fresh issue of shares.

8.   SUBSCRIPTION RIGHTS

8.1  Save as otherwise agreed between the Shareholders (at the date of adoption
     of these Articles) or in any special resolution of the Company duly passed
     in general meeting from time to time and subject to Article 8.6 below, all
     new shares shall be offered for subscription to the members by notice
     specifying the total number of shares to be issued and the subscription
     price and limiting a time period ("ACCEPTANCE PERIOD") (being not less than
     seven days) within which the offer, if not accepted, will be deemed to be
     declined. Members shall be invited to give written notice ("ACCEPTANCE
     NOTICE") to the Company within the Acceptance Period whether they are
     willing to subscribe for any, and if so what maximum number ("MAXIMUM") of
     such shares for which they are willing to subscribe.

8.2  Within 7 days, after the expiration of the Acceptance Period, the Board
     shall allocate the shares between members who have elected to subscribe for
     them in the following manner:

     8.2.1 to each member who has agreed to subscribe for shares there shall be
           allocated such number of shares as shall be proportionate to his
           Percentage Interest ("ENTITLEMENT") or, if less, the number of shares
           for which he has agreed to subscribe; and

     8.2.2 to the extent that any member has applied for less than his
           Entitlement, the excess shall be allocated (as nearly as possible)
           between the members who have applied for any part of such excess pro
           rata to their relative Percentage Interests provided that no
           allocation shall exceed the Maximum for which that member shall have
           agreed to subscribe.


                                       17
<PAGE>
8.3  Any shares not accepted pursuant to Articles 8.1 and 8.2, or not capable of
     being offered as aforesaid except by way of fractions and any shares
     released from the provisions of this Article by any such special resolution
     as aforesaid shall be under the control of the Directors (subject to the
     terms of such special resolutions) who may allot, grant options over or
     otherwise dispose of the same to such persons, on such terms, and in such
     manner as they think fit, provided that, in the case of shares not accepted
     as aforesaid, such shall not be disposed of on terms which are more
     favourable to the subscribers therefor than the terms on which they were
     offered to the members under Articles 8.1 and 8.2.

8.4  If owing to the inequality in the number of new shares to be issued and the
     number of shares held by members entitled to take up the offer of new
     shares any difficulty shall arise in the apportionment of any such new
     shares amongst the members such difficulties shall in the absence of
     direction by the Company be determined by the Directors.

8.5  The foregoing provisions of Articles 8.1 to 8.4 shall have effect subject
     to Section 80 of the Act.

8.6  Articles 8.1 to 8.5 shall not apply to a particular allotment of shares, if
     these are to be allotted pursuant to any employee share scheme of the
     Company (whether or not such scheme is in existence at the date of the
     adoption of these Articles).

8.7  The provisions of s89(1) and s90(1) to (6) of the Act shall not apply to
     the Company.

9.   LIEN

9.1  The Company shall have a first and paramount lien on every share (not being
     a fully paid share) for all moneys (whether presently payable or not)
     payable at a fixed time or called in respect of that share. The Directors
     may at any time declare any share to be wholly or in part exempt from the
     provisions of this Article 9. The Company's lien on a share shall extend to
     any amount payable in respect of it.

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

9.3  To give effect to a sale the Directors may authorise some person to execute
     an instrument of transfer of the shares sold to, or in accordance with the
     directions of, the purchaser. The title of the transferee to the shares
     shall not be affected by any irregularity in or invalidity of the
     proceedings in reference to the sale.

9.4  The net proceeds of the sale, after payment of the costs, shall be applied
     in payment of so much of the sum for which the lien exists as is presently
     payable, and any residue shall (upon surrender to the Company for
     cancellation of the certificate for the shares sold and subject to a like
     lien for any moneys not presently payable as existed upon the shares before
     the sale) be paid to the person entitled to the share at the date of the
     sale.



                                       18
<PAGE>

10.  CALLS ON SHARES AND FORFEITURE

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

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

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

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

10.5 An amount payable in respect of a share on allotment or at any fixed date,
     whether in respect of nominal value or premium or as an instalment of a
     call, shall be deemed to be a call and if it is not paid the provisions of
     the Articles shall apply as if that amount had become due and payable by
     virtue of a call.

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

10.7 If a call remains unpaid after it has become due and payable the Directors
     may give to the person from whom it is due not less than fourteen Clear
     Days' notice requiring payment of the amount unpaid together with any
     interest which may have accrued and all expenses that may have been
     incurred by the Company by reason of such non-payment. The notice shall
     name the place where payment is to be made and shall state that if the
     notice is not complied with the shares in respect of which the call was
     made will be liable to be forfeited.

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

10.9 Subject to the provisions of the Act, a forfeited share may be sold,
     re-allotted or otherwise disposed of on such terms and in such manner as
     the Directors determine either to the person who was before the forfeiture
     the holder or to any other person


                                       19
<PAGE>
      and at any time before sale, re-allotment or other disposition, the
      forfeiture may be cancelled on such terms as the Directors think fit.
      Where for the purposes of its disposal a forfeited share is to be
      transferred to any person the Directors may authorise some person to
      execute an instrument of transfer of the share to that person.

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

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

11.   TRANSFER OF SHARES

11.1  The instrument of transfer of a share may be in any usual form or in any
      other form which the Directors may approve and shall be executed by or on
      behalf of the transferor and, unless the share is fully paid, by or on
      behalf of the transferee.

11.2  The Directors shall refuse to register the transfer of any shares in the
      capital of the Company:

      11.2.1 being a share which is not fully paid, to a person of whom they do
             not approve;

      11.2.2 on which the Company has a lien;

      11.2.3 to a person who is (or whom the Directors reasonably believe to be)
             under 18 years of age or a person who does not have (or whom the
             Directors reasonably believe does not have) the legal capacity
             freely to dispose of any shares without let, hindrance or court
             order;

      11.2.4 not being a transfer permitted by Article 11.9 or made in
             accordance with Article 12, purported to be made otherwise than in
             accordance with or as permitted by these Articles;

      11.2.5 unless the transfer is lodged at the office or at such other place
             as the Directors may appoint and is accompanied by the certificate
             for the shares to which it relates and such other evidence as the
             Directors may


                                       20
<PAGE>

             reasonably require to show the right of the transferor to make the
             transfer;

      11.2.6 unless the transfer is in respect of only one class of shares; and

      11.2.7 unless the transfer is in favour of not more than four transferees.

11.3  The transferor shall remain the holder of the shares concerned until the
      name of the transferee is entered into the register of members in respect
      thereof.

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

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

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

11.7  For the purpose of this Article 11.7 the following shall be deemed (but
      without limitation) to be a transfer by a member of shares in the Company:

      11.7.1 any direction (by way of renunciation or otherwise) by a member
             entitled to an allotment or transfer of shares that a share be
             allotted or issued or transferred to some person other than
             himself; and

      11.7.2 any sale or any other disposition of any legal or equitable
             interest in a share or the granting of any mortgage or charge or
             any other security interest over any share and whether or not for
             consideration or otherwise and whether or not effected by an
             instrument in writing, and the member in question so disposing or
             purporting to dispose of his shares shall be deemed to have given a
             Transfer Notice in accordance with Article 11.10 below in respect
             of all of the shares then held by that member and so that in each
             case the Transfer Price shall be determined in accordance with
             Article 11.18.

11.8  Except as provided in this Article 11 no share in the Company or any
      beneficial interest therein shall be transferred unless and until the
      rights of pre-emption set out in this Article 11 shall have been
      exhausted.

11.9

      11.9.1 Any member may transfer shares or any beneficial interest therein
             at any time:

            (a)   in the case of a member which is an investment trust or fund:



                                       21
<PAGE>


                  (i)   to any nominee or custodian for such fund and vice
                        versa;

                  (ii)  on a winding up of the fund to any unit holder,
                        shareholder, partner or participant in any such fund; or

                  (iii) to any other investment trust or fund managed or advised
                        by the same manager or adviser (or a Connected Person of
                        such manager or adviser) as the transferor;

            (b)   in the case of a member which is a manager of an investment
                  trust or fund to such trust or fund or to a new manager of
                  such trust or fund;

            (c)   to a nominee or to a subsidiary or holding company of any of
                  the persons referred to in sub-paragraphs (a) or (b) above;

            (d)   subject to Article 11.9.2, in the case of a member which is a
                  body corporate to any Affiliate of such member.

      11.9.2 Where shares have been transferred under Article 11.9.1(d) (whether
             directly or by a series of such transfers) from a member (the
             "TRANSFEROR") to an Affiliate of the Transferor (the "TRANSFEREE")
             and subsequent to such transfer the Transferee shall cease to be an
             Affiliate of the Transferor, then the Transferee shall forthwith
             transfer all the shares held by it to the Transferor (or to a
             member of the same group as the Transferor), for such consideration
             as they agree and if they do not do so within 28 days of the date
             upon which the Transferee ceased to be an Affiliate of the
             Transferee shall be deemed to have served a Transfer Notice (as the
             same is defined in Article 11.10 below) in respect of such shares
             (but at a Transfer Price determined in accordance with Article
             12.5.2, unless the provisions of any of Articles 12.1.1 to 12.1.4
             are applicable to the Transferor, in which event the Transfer Price
             shall be determined in accordance with Article 12.5.1).

      11.9.3 Subject as herein provided and subject to obtaining the prior
             written consent of the Board (such consent not to be unreasonably
             withheld or delayed) any member (the "TRANSFEROR") who is an
             individual may transfer all or any of his shares to his or her
             spouse or adult children or adult step children or adult
             grandchildren or to the trustee or trustees of a family trust set
             up wholly for the benefit of one or more of the Transferor and his
             or her spouse, children or step children or grandchildren and of
             which the said member is the settlor or a life tenant or to a bare
             nominee (the "TRANSFEREE") PROVIDED THAT the Transferee shall
             (prior to any such transfer being registered) give an undertaking
             to the Company in a form approved by the Board (such approval not
             to be unreasonably withheld or delayed) that such persons shall as
             and when required give a Transfer Notice in respect of such shares
             in accordance with Article 11.16 below.



                                       22
<PAGE>

      11.9.4 Subject to the provisions of these Articles, any member may at any
             time transfer any shares in accordance with the provisions of the
             Act to the Company.

      11.9.5 Any member may at any time transfer shares or any beneficial
             interest therein to any other person for whatever consideration
             with the prior written consent of the holders of a majority of the
             Series A Convertible Preferred Shares and the holders of a majority
             of the Ordinary Shares.

11.10 Any member who desires to sell or transfer shares or any beneficial
      interest therein (hereinafter called "THE VENDOR") otherwise than in
      accordance with Article 11.9 or as otherwise agreed between the
      Shareholders at the date of the adoption of these Articles shall give
      notice in writing (hereinafter called the "TRANSFER NOTICE") to the
      Company of his desire specifying:

      11.10.1 the shares which he desires to sell or transfer;

      11.10.2 the name of any third party to whom he proposes to sell or
              transfer the shares (if any);

      11.10.3 the price at which he desires to sell or transfer the shares; and

      11.10.4 whether or not it is conditional upon all and not part only of the
             shares comprised being sold or offered and in the absence of such
             stipulation it shall be deemed not to be so conditional.

11.11 The Transfer Notice shall constitute the Company as the agent of the
      Vendor for the sale of the shares specified therein (hereinafter called
      the "SALE SHARES") in one or more lots, at the discretion of the
      Directors, at such price as may be specified in the Transfer Notice or, if
      no price is specified at the value agreed between the Vendor and the
      Company or, in default of such agreement, at the fair value determined
      pursuant to Article 11.18 below (the "TRANSFER PRICE"). A Transfer Notice
      once given shall not be capable of withdrawal.

11.12

      11.12.1 Subject to Article 11.14 the Company shall forthwith upon receipt
              of a Transfer Notice or, where a fair valuation is determined
              pursuant to Article 11.18, upon receipt of such valuation, give
              notice in writing to each of the holders of the Ordinary Shares
              and the Series A Convertible Preferred Shares (other than the
              Vendor or any other member who has served or who is deemed to have
              served a Transfer Notice which is still outstanding) (a "RELEVANT
              MEMBER") informing them that the Sale Shares are available and of
              the Transfer Price and shall invite him to state in writing within
              30 days from the date of the said notice (which date shall be
              specified therein) ("ACCEPTANCE PERIOD") whether he is willing to
              purchase any and, if so, what maximum number, of the Sale Shares
              ("MAXIMUM"). In the event the Transfer Notice includes written
              confirmation from the external competition counsel of the Vendor
              that such transfer is made in connection with an investigation or
              review


                                       23
<PAGE>
              following formal notification of any transaction or
              agreement or proposed transaction or agreement involving such
              member by the relevant anti-trust or competition law authority in
              Europe, the United States or equivalent body in any other
              jurisdiction, then the Acceptance Period shall be reduced to 15
              days (any Vendor wishing to take advantage of this right to a
              reduction of the Acceptance Period will use all reasonable
              endeavours to notify the Company as soon as it becomes aware that
              a Transfer Notice relying on this proviso may need to be served).

      11.12.2 Within 7 days after expiration of the Acceptance Period, the Board
              shall (unless otherwise agreed by the Shareholders at the date
              hereof) allocate the Sale Shares between members who have elected
              to purchase them in the following manner:

            (a)   to each holder of Series A Convertible Preferred Shares who
                  has applied for shares there shall be allocated:

                  (i)   such number of Sale Shares as shall be proportionate to
                        his Percentage Interest ("ENTITLEMENT") or, if less, the
                        number of Sale Shares for which he has agreed to apply
                        for; and

                  (ii)  to the extent that any holder of Series A Convertible
                        Preferred Shares has applied for less than his
                        Entitlement the excess shall be allocated (as nearly as
                        possible) between the holders of Series A Convertible
                        Preferred Shares who have applied for any part of such
                        excess pro rata to their relative Percentage Interest
                        provided that no allocation shall exceed the Maximum for
                        which that holder of Series A Convertible Preferred
                        Shares shall have applied;

            (b)   following the allocation (if any) of Sale Shares pursuant to
                  Article 11.12.2(a) above, to each member (other than the
                  holders of Series A Convertible Preferred Shares) who has
                  agreed to purchase Sale Shares there shall be allocated his
                  Entitlement or, if less the number of Sale Shares for which he
                  has agreed to subscribe; and

            (c)   to the extent that any member (other than a holder of Series A
                  Convertible Preferred Shares) has applied for less than his
                  Entitlement, the excess shall be allocated (as nearly as
                  possible) between the members who have applied for any part of
                  such excess pro rata to their relative Percentage Interests
                  provided that no allocation shall exceed the Maximum for which
                  that member shall have agreed to subscribe;



                                       24
<PAGE>


              and in any case the Company shall forthwith give notice of each
              such allocation (an "ALLOCATION NOTICE") to the Vendor and to each
              of the persons to whom Sale Shares have been allocated (a "MEMBER
              APPLICANT") and shall specify in the Allocation Notice the place
              and time (being not later than seven days after the date of the
              Allocation Notice) at which the sale of the Sale Shares shall be
              completed;

      11.12.3 Notwithstanding the foregoing provisions of this Article 11 no
              Allocation Notice shall be given by the Company if, pursuant to
              Article 11.10.4, the sale of shares was conditional on all and not
              part only of such shares being sold and such condition is not
              satisfied.

11.13

      11.13.1 Subject to Article 11.14 below, upon such allocations being made
              as aforesaid, the Vendor shall be bound, on payment of the
              Transfer Price, to transfer the shares comprised in the Allocation
              Notice to the Member Applicant named therein at the time and place
              therein specified. If he makes any default in so doing the
              chairman for the time being of the Company or failing him one of
              the Directors or some other person duly nominated by a resolution
              of the Board of Directors for that purpose, shall forthwith be
              deemed to be the duly appointed attorney of the Vendor with full
              power to execute, complete and deliver in the name of and on
              behalf of the Vendor a transfer of the relevant Sale Shares to the
              Member Applicant and the Directors may receive and give a good
              discharge for the purchase money on behalf of the Vendor and
              (subject to the transfer being duly stamped) enter the name of the
              Member Applicant in the register of members as the holder or
              holders by transfer of the shares so purchased by him or them. The
              Directors shall forthwith pay the purchase money into a separate
              bank account in the Company's name and shall hold such money in
              trust for the Vendor until he shall deliver up his certificate or
              certificates for the relevant shares to the Company (or an
              indemnity in respect thereof reasonably satisfactory to the
              Company) when he shall thereupon be paid the purchase money. The
              Company shall have no liability to pay or account for any interest
              on any such monies.

      11.13.2 In the event of all the Sale Shares not being sold under the
              preceding Articles 11.10 to 11.12 the Vendor may, at any time
              within three calendar months after receiving confirmation from the
              Company that the pre-emption provisions herein contained have been
              exhausted, transfer any Sale Shares not sold to any person or
              persons at any price being not less than the Transfer Price
              PROVIDED THAT any such sale shall be a bona fide sale and the
              Board may require to be reasonably satisfied in such manner as
              they may require that the Sale Shares are being sold in pursuance
              of a bona fide sale for the consideration stated in the Transfer
              Notice without any deduction, rebate or allowance whatsoever to
              the purchaser and if not so satisfied may refuse to register the
              instrument of transfer.

11.14 In respect of any Transfer Notice given or deemed to be given by any
      employee of the Company, or any subsidiary of the Company the Directors
      shall be entitled to



                                       25
<PAGE>
      offer the Sale Shares first to employees of the Group or to the trustee(s)
      of any employee share option trust and thereafter in accordance with this
      Article 11.

11.15

      11.15.1 If at any time a proposed transfer of shares made other than in
              accordance with Article 11.9 would if completed enable any person
              or persons who are not members of the Company on the date of
              adoption of these Articles to obtain a controlling interest in the
              Company either alone or in concert (as such expression is defined
              in the City Code on Takeovers and Mergers from time to time) (the
              "CODE") with any other person(s) or result in the loss of control
              of the Company by the shareholder(s) controlling it at the time of
              the proposed transfer (save to the extent that such control was
              acquired as a result of the exercise of any conversion or voting
              rights attaching to any shares in the Company), the Vendor shall
              procure, and the Directors shall not sanction the making and
              registration of such transfer unless the Vendor has procured, that
              an Appropriate Offer shall be made to all of the other members of
              the Company and each optionholder in respect of vested options.

      11.15.2 For the purposes of this Article 11.15, a "CONTROLLING INTEREST"
              shall mean the right (save as provided in Article 11.15.1 above)
              by virtue of holding shares in the Company or by virtue of any
              contract or arrangement with any holder of shares in the Company
              to exercise more than 50.1 per cent of the votes capable of being
              cast at any general meeting of the Company, and "APPROPRIATE
              OFFER" shall mean an offer approved by the Board (in their
              absolute discretion) and:

            (a)   in the case of the Series A Convertible Preferred Shares
                  receiving a sum of not less than two and a half times the
                  aggregate subscription price for the Series A Convertible
                  Preferred Shares (inclusive of any premium); and


            (b)   in the case of both Ordinary Shares and Series A Convertible
                  Preferred Shares an amount equal to the relevant proportion of
                  any other consideration (in cash or otherwise) received or
                  receivable by the holders of the relevant shares which, having
                  regard to the substance of the transaction as a whole, can
                  reasonably be regarded as an addition to the price paid or
                  payable for the relevant shares and in the event of
                  disagreement, the calculation of the relevant price shall be
                  referred to the Auditors (acting as experts and not as
                  arbitrators) whose decision shall be final and binding;

      the Appropriate Offer shall be made in writing and sent to each member
      other than the Vendor and persons acting in concert with it and all
      optionholders giving them not less than 30 days to accept.



                                       26
<PAGE>


      11.15.3 If at any time an Appropriate Offer is made within a period
              expiring 12th October 2002 and accepted by the holders of 70% or
              more of the shares, or thereafter which is accepted by the holders
              of 50.1% or more of the shares, the holders of shares in the
              Company who have not accepted the Appropriate Offer shall be
              obliged to accept the Appropriate Offer in respect of the shares
              held by them and to sell all of the shares held by them in
              accordance with the Appropriate Offer and the pre-emption rights
              set out in Article 11 shall not apply to any transfer required to
              be made under this Article 11.15.3.

      11.15.4 If any person (a "COMPULSORY TRANSFEROR") fails to transfer any
              shares in accordance with this Article 11.15 within 28 days of the
              Appropriate Offer being accepted by the requisite percentage
              referred to in Article 11.15.3 or (if later) the offer becoming
              unconditional in all respects the Directors shall authorise any
              person to execute and deliver on his behalf the necessary stock
              transfer form and the Company shall receive the purchase money in
              trust for the Compulsory Transferor and cause the purchaser to be
              registered as the holder of such shares (subject to the payment of
              any stamp duty). The receipt by the Company of the purchase money
              shall be a good discharge to the purchaser (who shall not be bound
              to see to the application thereof). The Compulsory Transferor
              shall in such case be bound to deliver up his certificate for such
              shares to the Company where upon he shall be entitled to receive
              the purchase price without interest.

      11.15.5 In addition to the conditions contained in Article 11.15.4, a
              member shall only be considered a Compulsory Transferor for the
              purposes of this Article 11.15 upon the satisfaction of each of
              the following conditions:

            (a)   Equal Consideration. Subject to Section (c) below, upon the
                  consummation of the sale of the Company, all of holders of
                  shares of the Company will receive the same form and amount of
                  consideration per share (taking into account any liquidation
                  preference to which the holders of Series A Convertible
                  Preferred Shares are entitled) and if any holders of shares of
                  the Company are given an option as to the form and amount of
                  consideration to be received, all holders will be given the
                  same option;

            (b)   Form of Consideration. A member shall not be required to
                  accept consideration in a sale of the Company other than cash
                  or freely-tradeable equity securities registered under the
                  Exchange Act and listed on the New York or American Stock
                  Exchange or the Nasdaq National Market or admitted to the
                  official list of the London Stock Exchange or listed on the
                  Neuer Markt or EASDAQ, or the Frankfurt Stock Exchange or
                  Paris Bourse;

            (c)   Out of Pocket Expenditures. A member shall not be obligated to
                  make any out of pocket expenditure prior to the


                                       27
<PAGE>

                  consummation of the sale of the Company, (excluding modest
                  expenditures for postage, copies, etc.), and shall not be
                  obligated to pay any expenses incurred in connection with a
                  consummated sale of the Company, except indirectly to the
                  extent such costs are incurred for the benefit of all of the
                  Company's members and are paid by the Company or the acquiring
                  party. Costs incurred by or on behalf a member for its sole
                  benefit will not be considered costs of the transaction
                  hereunder.

            (d)   Limitations on Representations and Warranties. The only
                  representations, warranties or covenants that a member shall
                  be required to make in connection with a sale of the Company
                  are representations and warranties with respect to its own
                  ownership of the Company's securities to be sold by it and its
                  ability to convey title thereto free and clear of liens,
                  encumbrances or adverse claims and reasonable covenants
                  regarding confidentiality, publicity and similar matters; the
                  liability of a member with respect to any representation and
                  warranty or covenant made by the Company in connection with a
                  sale of the Company shall be several and not joint with any
                  other person; and such liability shall be limited to a pro
                  rata share of an escrow covering not to exceed 10% in the
                  aggregate of the consideration payable to all member of the
                  Company, other than with respect to the representations,
                  warranties and covenants made by a member in connection with a
                  sale of the Company with respect to ownership and ability to
                  convey title; provided, however, that a member shall not be
                  obligated to participate in a sale of the Company unless it is
                  provided an opinion of counsel to the effect that the sale, in
                  connection with such sale of the Company, is not in violation
                  of the registration or qualification requirements of UK, US
                  federal or other applicable state securities laws, or, if such
                  member is not provided with such an opinion, the Company shall
                  indemnify such member for any violation.

            (e)   Other Agreements. A member shall not be required to amend,
                  extend or terminate any contractual or other relationship with
                  the Company, the acquirer or their respective affiliates.

            (f)   Covenant Not to Compete. A member shall not be required to
                  agree to any covenant not to compete or covenant not to
                  solicit customers, employees or suppliers of any party to sale
                  of the Company.

11.16 Subject to Article 11.17 any member of the Company who is a director or
      employee of the Company or any of its subsidiaries (a "RETIRING MEMBER")
      or who is a person or are persons (not being a director or employee of the
      Company of any of its subsidiaries) either to whom shares formerly held by
      a Retiring Member have been


                                       28
<PAGE>

      transferred pursuant to Article 11.9.3 shall, upon the Retiring Member no
      longer being either a director or employee of the Company or any of its
      subsidiaries for whatever reason, (and unless, in the case of a Retiring
      Member who is not a Bad leaver, the Board determines otherwise) be
      automatically deemed to have given a Transfer Notice in accordance with
      Articles 11.7 and 11.10 in respect of all shares then held by such member
      (or, if the Board elects, shall be required to sell the shares to such
      other person as the Board shall determine or, subject to the provisions of
      the Act to the Company) and the Transfer Price shall be as follows:

      11.16.1 in the case of a Good Leaver, such price as shall be agreed with
              the Board failing which it shall be the fair value (on the date
              the Retiring Member ceased to be either a director or employee of
              the Company or its subsidiaries) determined in accordance with
              Article 11.18;

      11.16.2 in the case of a Bad Leaver, a sum per share equal to the lesser
              of the consideration paid by the member in respect of the
              acquisition of such shares (the "ACQUISITION PRICE") and the fair
              value (on the date the Retiring Member ceased to be either a
              director or employee of the Company or its subsidiaries) agreed
              with the Board or failing such agreement, determined in accordance
              with Article 11.18.

11.17         For the purposes of Article 11.16:

      11.17.1 "GOOD LEAVER" means any director or employee of the Company who is
               not a Bad Leaver;

            (a)   "BAD LEAVER" means any director or employee of the Company or
                  any of its subsidiaries who ceases to be a director or
                  employee of the Company or any of its subsidiaries as a result
                  of his:

                  (i)   voluntary resignation as a director or employee of the
                        Company (provided that in exceptional circumstances the
                        Board may determine that the Good Leaver provisions
                        should apply); or

                  (ii)  being removed from his employment after committing any
                        material breach of any of the provisions of his service
                        agreement, or wilful neglect or gross misconduct; or

                  (iii) having committed any act of fraud or dishonesty in
                        relation to the Company's business (including, without
                        limitation, theft or attempted theft of property,
                        acceptance of bribes or failure to declare personal
                        gifts);

      PROVIDED THAT in the case of paragraphs (ii) and (iii) of this Article
      11.17.1(a), in the event of dispute with the director or employee, the
      burden of proof as to whether such individual is not a Bad Leaver shall be
      on the individual;



                                       29
<PAGE>

            (b)   In the event that a Retiring Member fails to comply with the
                  provisions of Article 11.16 and refuses to co-operate with the
                  transfer of his shares as directed, the chairman for the time
                  being of the Company or failing him one of the directors or
                  some other person duly nominated by a resolution of the Board
                  for that purpose, shall be deemed to be the duly appointed
                  attorney of the Retiring Member with full power to execute,
                  complete and deliver in the name of and on behalf of the
                  Retiring Member a transfer of the relevant shares to the
                  specified purchaser and the Directors may receive and give a
                  good discharge for the Transfer Price (as calculated in
                  accordance with the provisions of Article 11.16) on behalf of
                  the Retiring Member and (subject to the transfer being duly
                  stamped) enter the name of the purchaser in the register of
                  members as the holder or holders by transfer of the shares so
                  purchased. The Directors shall pay the purchase money into a
                  separate bank account in the Company's name and shall hold
                  such money in trust for the Retiring Member until he delivers
                  up his certificate or certificates for the relevant shares to
                  the Company (or an indemnity in respect of the shares
                  reasonably satisfactory to the Company) at which time he shall
                  be paid the purchase money. The Company shall have no
                  liability to pay or account for any interest on any such
                  monies.

            (c)   Where a Retiring Member holds options over shares and those
                  options are exercised at any time after the Retiring Member
                  has ceased to be an employee or director of the Company or any
                  of its subsidiaries, then a Transfer Notice shall be deemed to
                  have been given under Article 11.16 immediately following the
                  exercise of any such options in respect of the Shares arising
                  pursuant to such exercise.

11.18 In the event that a determination is required of the price at which shares
      are to be transferred pursuant to Article 11.11 and Article 11.16, the
      price shall be equal to the issue price (including any premium) last
      subscribed for any Series A Convertible Preferred Shares or Ordinary
      Shares pursuant to an Offer for Subscription (as the same is defined in
      Articles 12.6 and 12.7 hereof) subject to adjustment upward or downward
      (as the case may be) to reflect any subdivision, consolidation or other
      capital re-organisation in relation to the Series A Convertible Preferred
      Shares and/or the Ordinary Shares after the date of adoption of these
      Articles.

11.19 For the purpose of ensuring that a transfer of shares is duly authorised
      hereunder or that no circumstances have arisen whereby a Transfer Notice
      is required to be given hereunder the Directors may from time to time
      require any member or the legal personal representatives of any deceased
      member or any person named as transferee in any transfer lodged for
      registration to furnish to the Company such information and evidence as
      the Directors may reasonably think fit regarding any matter which they
      deem relevant to such purpose including (but not limited to) the names and
      addresses and interests of all persons respectively having interests in
      the shares from time to time registered in the member's name. Failing such
      information or evidence


                                       30
<PAGE>

      being furnished to the reasonable satisfaction of the Directors within 28
      days after request the Directors shall refuse to register the transfer in
      question or (in case no transfer is in question) to require by notice in
      writing that a Transfer Notice be given in respect of the shares
      concerned. If such information or evidence discloses that a Transfer
      Notice ought to have been given in respect of any shares the Directors may
      by notice in writing require that a Transfer Notice be given in respect of
      the shares concerned.

11.20 Any transfer or purported transfer of any share made otherwise than in
      accordance with Articles 11.10 to 11.20 or in accordance with Article 12
      shall be void and of no effect and in any case where, pursuant to Articles
      11.10 to 11.20, a Transfer Notice shall be deemed to be given in respect
      of any share(s) the holder or holders of the shares subject to such deemed
      Transfer Notice shall not be entitled to attend or vote in respect of
      those shares at any general meeting for so long as such deemed Transfer
      Notice is outstanding.

12.   COMPULSORY TRANSFERS

12.1  In this Article 12, a "TRANSFER EVENT" occurs, in relation to any member,
      if that member or (following a permitted transfer pursuant to Article 11.9
      hereof) former member or transferor (as the case may be), being a body
      corporate and holding Ordinary Shares or Series A Convertible Preferred
      Shares:

      12.1.1 shall have a receiver, manager or administrative receiver appointed
             over all of its undertaking or assets (excluding any subsidiaries);

      12.1.2 shall have an administrator appointed in relation to it; or

      12.1.3 shall enter into liquidation; or

      12.1.4 shall have any equivalent action in respect of it taken in any
             jurisdiction; or

      12.1.5 shall (save as provided in Article 11.9.1(d)) become controlled by
             persons other than those persons controlling such body corporate as
             at the date of the adoption of these Articles; or

      12.1.6 in the case of Madge (or any permitted transferee of Madge), whilst
             such remains a publicly traded company, shall be reasonably
             determined by the Board (excluding the Nominated Directors) to be
             of a value substantially reflecting the value of its shareholding
             in the Company such that the Board (excluding the Nominated
             Directors) reasonably believes that Madge, or such permitted
             transferee, is a tracking stock for the Company. In order to
             justify this belief, the Board shall at the Company's expense seek
             the advice of two leading Independent Investment Banks chosen by
             the Board (excluding the Nominated Directors) and such advice shall
             be discussed by the Independent Investment Banks and the Board with
             Madge. For this purpose, "INDEPENDENT INVESTMENT BANK" shall mean
             an Investment Bank which is neither an adviser to the Company or
             Madge or the Initial


                                       31
<PAGE>
             Investors within the previous 12 month period (unless otherwise
             agreed by the each of them).

      and within the following one month of notice of the Transfer Event to the
      Board for the purposes of Articles 12.1.1 to 12.1.5, the Board (excluding
      any Nominated Director of the relevant member) shall resolve that such
      event is a Transfer Event in relation to that member for the purposes of
      this Article 12.1.

12.2  Upon the happening of any Transfer Event, the member in question and any
      other member who has acquired shares under a permitted transfer under
      Article 11.9 (directly or by means of a series of two or more permitted
      transfers) shall be deemed, on the making of a notification or resolution
      under Article 12.1 that the same is a Transfer Event, to have immediately
      given a Transfer Notice in respect of all the shares then held by such
      member(s) (a "DEEMED TRANSFER NOTICE") subject to any provisions of
      forbearance set out in Article 12.8. A Deemed Transfer Notice shall
      supersede and cancel any then current Transfer Notice insofar as it
      relates to the same shares except for shares which have then been validly
      transferred pursuant to that Transfer Notice. For the purpose of this
      Article 12.2 any shares received by way of rights or on a capitalisation
      by any person to whom shares may have been transferred (directly or by
      means of a series of two or more permitted transfers) shall also be
      treated as included within the Deemed Transfer Notice.

12.3  Notwithstanding any other provision of these Articles, any member holding
      shares in respect of which a Deemed Transfer Notice is deemed given shall
      not be entitled save with the consent of the Initial Investors (excluding
      Intel) to exercise any voting rights at general meetings of the Company in
      respect of those shares on and from the date of the relevant Deemed
      Transfer Notice until the entry in the register of members of the Company
      of another person as the holder of those shares.

12.4  The shares the subject of any Deemed Transfer Notice shall be offered for
      sale in accordance with Article 11 as if they were Sale Shares in respect
      of which a Transfer Notice had been given and treating as the Vendor the
      person who is deemed to have given the Deemed Transfer Notice save that:

      12.4.1 a Deemed Transfer Notice shall be deemed not to be conditional upon
             all shares comprised in it being sold or offered in accordance with
             the Articles;

      12.4.2 the Sale Shares shall be sold together with all rights, attaching
             thereto as at the date of the Transfer Event, including the right
             to any dividend declared or payable on those shares after that
             date; and

      12.4.3 Article 12.5 shall apply.

12.5  The Transfer Price for any Sale Shares which are the subject of a Deemed
      Transfer Notice given as a consequence of a Transfer Event falling within
      Article 12.1 shall be:

      12.5.1 in the case of a Transfer Event falling within Articles 12.1.1 to
             12.1.4, the average subscription price paid on the Company's most
             recent Offer


                                       32
<PAGE>

            for Subscription (defined in Articles 12.6 and 12.7 below) for the
            Company's shares, less:

            (a)   a discount of 30% where the Transfer Event occurs on or before
                  31st December 2002; or

            (b)   a discount of 25% where the Transfer Event occurs between 1st
                  January 2003 and 31st December 2003 (inclusive); or

            (c)   a discount of 20% where the Transfer Event occurs after 1st
                  January 2004.

      12.5.2 in the case of the Transfer Event described in Articles 12.1.5 or
             12.1.6, the average subscription price paid on the Company's most
             recent Offer for Subscription (defined in Articles 12.6 and 12.7
             below) for the Company's shares less:

            (a)   a discount of 15% where the said Transfer Event occurs on or
                  before 31st December 2002; or

            (b)   a discount of 12.5% where the said Transfer Event occurs
                  between 1st January 2003 and 31st December 2003 (inclusive);
                  or

            (c)   a discount of 10% where the said Transfer Event occurs after
                  1st January 2004.

12.6  For the purposes of Article 12.5 above, "OFFER FOR SUBSCRIPTION" shall
      mean a single offer for subscription for the Company's shares prior to or
      at any time following the date of adoption of these Articles where the
      Company received subscription monies equal to or exceeding $5 million.

12.7  For the purposes of Articles 12.5.1 and 12.5.2, the average subscription
      price shall be subject to adjustment upward or downward, as the case may
      be, to reflect any subdivision, consolidation or other capital
      reorganisation in relation to the Company's share capital after the date
      of the relevant Offer for Subscription.

12.8  Notwithstanding the provisions of Article 12.2:

      12.8.1 in the case of a Transfer Event falling within Article 12.1.5 the
             member shall have a period of four months from the happening of the
             Transfer event to complete the sale of its shares to one or more
             financial investors (and the determination of whether a purchaser
             is a financial investor shall be determined by the Board excluding
             any Nominated Director of the Transferor) before being deemed to
             have served a Transfer Notice pursuant to this Article 12;

      12.8.2 in the case of a Transfer Event falling within Article 12.1.6 the
             relevant member shall have a period of ten weeks (plus the period
             required to fulfil the obligations in Article 12.8.3) from the
             happening of the Transfer Event to either rectify the position such
             that the conditions


                                       33
<PAGE>

             causing the Transfer Event within Article 12.1.6 no longer applies
             or complete the sale of all or part of its shares (and if sale of
             part such that it retains no more than 17.5% of the shares in
             issue) to one or more financial investors (determined in accordance
             with Article 12.8.1) before being deemed to have served a Transfer
             Notice pursuant to this Article 12 in respect of its shares
             representing more than 17.5% of the shares in issue. The relevant
             member shall be deemed to have served a Transfer Notice pursuant to
             this Article 12 in respect of its remaining shares (if any)
             exceeding 5% of the shares in issue if, within 6 months of the
             Transfer Event, it has not rectified the position such that the
             conditions causing the Transfer Event within Article 12.1.6 no
             longer apply; and

      12.8.3 provided, in either case, that before any sale may be made by the
             relevant member to a financial investor the member must offer the
             shares for sale to other members pursuant to Article 11, at a price
             no higher than that proposed to be paid by the financial investor
             and on the basis that members may purchase part only of such shares
             offered, and save as set out in this Article 12.8 the provisions of
             Article 11 will apply to such offer.

13.   TRANSMISSION OF SHARES

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

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

13.3  A person becoming entitled to a share in consequence of the death or
      bankruptcy of a member shall have the rights to which he would be entitled
      if he were the holder of the share, except that he shall not, before being
      registered as the holder of the share, be entitled in respect of it to
      attend to vote at any meeting of the Company or at any separate meeting of
      the holders of any class of share in the Company.

14.   DIRECTORS

14.1  Unless otherwise determined by ordinary resolution, the number of
      Directors (other than alternate Directors) shall not be subject to any
      maximum but shall be not less than two.



                                       34
<PAGE>

14.2  With the prior written consent of the Nominated Directors, the Directors
      shall have power at any time and from time to time to appoint any person
      (willing to act) to be a Director, either to fill a casual vacancy or as
      an additional Director.

14.3  No Director shall be required to vacate his office as a Director nor shall
      any person be ineligible for appointment as a Director by reason of his
      having attained any particular age.

14.4  The Directors shall not be liable to retire by rotation.

15.   ALTERNATE DIRECTORS

15.1  Any Director (other than an alternate Director) may appoint any other
      Director, or any other person approved by resolution of the Directors and
      willing to act, to be an alternate Director and may remove from office an
      alternate Director so appointed by him.

15.2  A Director, or any such other person as is mentioned in Article 15.1, may
      act as an alternate Director to represent more than one Director, and an
      alternate Director shall be entitled at any meeting of the Directors or of
      any committee of the Directors to one vote for every Director whom he
      represents in addition to his own vote (if any) as a Director, but he
      shall count as only one for the purpose of determining whether a quorum is
      present.

15.3  An alternate Director shall be entitled to receive notice of all meetings
      of Directors and of all meetings of committees of Directors of which his
      appointor is a member, to attend and vote at any such meeting at which the
      Director appointing him is not personally present, and generally to
      perform all the functions of his appointor as a Director in his absence
      but shall not be entitled to receive any remuneration from the Company for
      his services as an alternate Director.

15.4  An alternate Director shall cease to be an alternate Director if his
      appointor ceases to be a Director. In regulation 67 of Table A the words
      "but, if" and the following words to be end of the regulation shall be
      deleted.

15.5  Any appointment or removal of an alternate Director shall be by notice to
      the Company signed by the Director making or revoking the appointment or
      in any other manner approved by the Directors.

15.6  Save as otherwise provided in the Articles, an alternate Director shall be
      deemed for all purposes to be a Director and shall alone be responsible
      for his own acts and defaults and he shall not be deemed to be the agent
      of the Director appointing him.

15.7  A Nominated Director may by notice in writing served on the Company
      appoint such person as he shall determine to be his alternate Director and
      may by notice in writing served on the Company remove an alternate
      Director so appointed by him.



                                       35
<PAGE>

16.   POWERS OF DIRECTORS

16.1  Subject to the provisions of the Act, the memorandum of association (the
      "MEMORANDUM") and the Articles and to any directions given by special
      resolution, the business of the Company shall be managed by the Directors
      who may exercise all the powers of the Company. No alteration of the
      Memorandum or Articles and no such direction shall invalidate any prior
      act of the Directors which would have been valid if that alteration had
      not been made or that direction had not been given. The powers given by
      this Article 16 shall not be limited by any special power given to the
      Directors by the Articles and a meeting of Directors at which a quorum is
      present may exercise all powers exercisable by the Directors.

16.2  The Directors may, by power of attorney or otherwise, appoint any person
      to be the agent of the Company for such purposes and on such conditions as
      they determine, including authority for the agent to delegate all or any
      of his powers.

17.   DELEGATION OF DIRECTORS' POWERS

      Subject to the prior written consent of the Nominated Directors (such
      consent not to be unreasonably withheld or delayed), the Directors may
      delegate any of their powers to any committee consisting of one or more
      Directors. They may also delegate to any managing Director or any Director
      holding any other executive office such of their powers as they consider
      desirable to be exercised by him. Any such delegation may be made subject
      to any conditions the Directors may impose, and either collaterally with
      or to the exclusion of their own powers and may be revoked or altered.
      Subject to any such conditions, the proceedings of a committee with two or
      more members shall be governed by the Articles regulating the proceedings
      of Directors so far as they are capable of applying.

18.   PROCEEDINGS OF DIRECTORS

18.1  Subject to the provisions of the Articles, the Directors may regulate
      their proceedings as they think fit. A Director may, and the Secretary at
      the request of a Director shall, call a meeting of the Directors.
      Questions arising at a meeting shall be decided by a majority of votes. In
      the case of an equality of votes, the chairman shall not have a second or
      casting vote. A Director who is also an alternate Director shall be
      entitled in the absence of his appointor to a separate vote on behalf of
      his appointor in addition to his own vote.

18.2  No business transacted at a meeting of the Board shall be valid unless at
      least 10 days prior written notice of such meeting shall have been served
      on each Nominated Director or (if one has not been appointed) on the
      relevant shareholder or such notice has been waived in writing by the
      Nominated Director or (if one has not been appointed) by the relevant
      shareholder and unless (if appointed) the Nominated Director is present in
      person or by his alternate (unless he shall have previously waived in
      writing the requirement of his attendance in relation to that meeting). If
      the Nominated Director is not present notwithstanding such notice (unless
      he has waived his attendance as aforesaid) then the meeting shall stand
      adjourned for a period of not less than 7 days to such time and place as
      those Directors present shall agree and notify to the Nominated Director.
      If the Nominated Director fails to attend such adjourned meeting whether
      in person or by his alternate the meeting shall be


                                       36
<PAGE>

      quorate and may notwithstanding proceed. Regulation 89 of Table A shall be
      modified accordingly.

18.3  Subject to Article 18.2, the quorum for the transaction of the business of
      the Directors may be fixed by the Directors and unless so fixed at any
      other number shall be two, one of whom must be a Nominated Director. A
      person who holds office only as an alternate Director shall, if his
      appointor is not present, be counted in the quorum.

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

18.5  The Directors may appoint one of their number to be the chairman of the
      board of Directors and may at any time remove him from that office. Unless
      he is unwilling to do so, the Director so appointed shall preside at every
      meeting of Directors at which he is present. But if there is no Director
      holding that office, or if the Director holding it is unwilling to preside
      or is not present within five minutes after the time appointed for the
      meeting, the Directors present may appoint one of their number to be
      chairman of the meeting.

18.6  All acts done by a meeting of Directors, or of a committee of Directors,
      or by a person acting as a Director shall, notwithstanding that it be
      afterwards discovered that there was a defect in the appointment of any
      Director or that any of them were disqualified from holding office, 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.

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

18.8  Save as otherwise provided by Article 18.12, a Director shall not vote at
      a meeting of Directors or of a committee of Directors on any resolution
      concerning a matter in which he has, directly or indirectly, an interest
      or duty which is material and which conflicts or may conflict with the
      interest of the Company unless his interest or duty arises only because
      the case falls within one or more of the following paragraphs:

      18.8.1 the resolution relates to the giving to him of a guarantee,
             security, or indemnity in respect of money lent to, or an
             obligation incurred by him for the benefit of, the Company or any
             of its subsidiaries;

      18.8.2 the resolution relates to the giving to a third party of a
             guarantee, security, or indemnity in respect of an obligation of
             the Company or any of its subsidiaries for which the Director has
             assumed responsibility in


                                       37
<PAGE>

             whole or in part and whether alone or jointly with others under a
             guarantee or indemnity or by the giving of security;

      18.8.3 his interest arises by virtue of his subscribing or agreeing to
             subscribe for any shares, debentures or other securities of the
             Company or any of its subsidiaries, or by virtue of his being, or
             intending to become, a participant in the underwriting or
             sub-underwriting of an offer of any such shares, debentures, or
             other securities by the Company or any of its subsidiaries for
             subscription, purchase or exchange;

      18.8.4 the resolution relates in any way to a retirement benefits scheme
             which has been approved, or is conditional upon approval, by the
             Inland Revenue for taxation purposes;

      18.8.5 his interest arises solely by virtue of his being a shareholder of
             the Company.

      18.8.6 for the purposes of this Article 18.8, an interest of a person who
             is, for any purpose of the Act (excluding any statutory
             modification thereof not in force when this Article becomes binding
             on the Company), connected with a Director shall be treated as an
             interest of the Director and, in relation to an alternate Director,
             an interest of his appointor shall be treated as an interest of the
             alternate Director without prejudice to any interest which the
             alternate Director has otherwise.

18.9  Where proposals are under consideration concerning the appointment of two
      or more Directors to offices or employments with the Company or any body
      corporate in which the Company is interested the proposals may be divided
      and considered in relation to each Director separately and (provided he is
      not for another reason precluded from voting) each of the Directors
      concerned shall be entitled to vote and be counted in the quorum in
      respect of each resolution except that concerning his own appointment.

18.10 If a question arises at a meeting of Directors or of a committee of
      Directors as to the right of a Director to vote, the question may, before
      the conclusion of the meeting, be referred to the chairman of the meeting
      and his ruling in relation to any Director other than himself shall be
      final and conclusive.

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

18.12 Except with the prior written consent of the Nominated Directors, a
      Director shall not vote as a Director on any resolution concerning a
      matter in which he has, directly or indirectly, any kind of interest or
      duty whatsoever and if he shall so vote on any such resolution as
      aforesaid his vote shall not be counted.



                                       38
<PAGE>

18.13 Any power or authority vested in the Initial Investors and Madge by these
      Articles may be delegated to the Nominated Directors respectively in
      writing by notice of such delegation being given to the Company.

19.   BORROWING POWERS

19.1  Subject as provided in these Articles, the Directors may exercise all the
      powers of the Company (whether express or implied):

      19.1.1 of borrowing or securing the payment of money;

      19.1.2 of guaranteeing the payment of money and the fulfilment of
             obligations and the performance of contracts;

      19.1.3 entering into leasing, hire or credit purchase transactions; and

      19.1.4 of mortgaging or charging the property, assets and uncalled capital
             of the Company and issuing debentures

      but so that:

            (a)   the Directors of the Company shall procure that the aggregate
                  of the amounts for the time being remaining undischarged or
                  owing or due by virtue of any of the foregoing operations
                  other than guarantees granted in the ordinary course of the
                  Company's supply of goods and of the amounts for the time
                  being remaining undischarged by virtue of any like operations
                  by any subsidiary of the Company (including any liability
                  whether ascertained or contingent under any guarantee for the
                  time being in force but excluding inter-Company loans,
                  mortgages and charges) shall not without the prior consent of
                  the Initial Investors (excluding Intel)
                  exceed (pound) 1,000,000;

            (b)   no such sanction as is referred to in Article 19.1.1 shall be
                  required for the borrowing of any sum of money intended to be
                  applied in the immediate repayment (with or without premium)
                  of any moneys then already borrowed and outstanding,
                  notwithstanding that the same may result in such limit being
                  exceeded;

            (c)   no lender or other person dealing with the Company shall be
                  concerned to see or enquire whether the limit imposed by this
                  Article is observed and no debt or liability incurred in
                  excess of such limit shall be invalid and no security given
                  for the same shall be invalid or ineffectual except in the
                  case of express notice to the lender or recipient of the
                  security or person to whom the liability is incurred at the
                  time when the debt or liability was incurred or the security
                  given that the limit hereby imposed had been or was thereby
                  exceeded.


                                       39
<PAGE>
20.   DISQUALIFICATION AND REMOVAL OF DIRECTORS

      The   office of a Director shall be vacated if:

20.1  he ceases to be a Director by virtue of any provision of the Act or he
      becomes prohibited by law from being a Director; or

20.2  he becomes bankrupt or makes any arrangement or composition with his
      creditors generally; or

20.3  he is, or may be, suffering from mental disorder and either:

      20.3.1 he is admitted to hospital in pursuance of an application for
             admission for treatment under the Mental Health Act 1983; or

      20.3.2 an order is made by a court having jurisdiction (whether in the
             United Kingdom or elsewhere) in matters concerning mental disorder
             for his detention or for the appointment of a receiver, curator
             bonis or other person to exercise powers with respect to his
             property of affairs; or

20.4  he resigns his office by notice to the Company.

21.   REMUNERATION OF DIRECTORS

      Subject to the prior written consent of the Nominated Directors, the
      Directors shall be entitled to such remuneration as the Company may by
      ordinary resolution determine and, unless the resolution provides
      otherwise, the remuneration shall be deemed to accrue from day to day.

22.   DIRECTORS' EXPENSES

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

23.   DIRECTORS' APPOINTMENTS AND INTERESTS

23.1  APAX DIRECTORS

      23.1.1 Subject to Article 23.4 Apax shall have the right from time to time
             to appoint one person as director of the Company and of each of its
             subsidiaries and to remove from office any person so appointed and
             to appoint another person in his place. The person appointed by
             Apax shall be a non-executive director of the Company.

      23.1.2 Any appointment or removal pursuant to Article 23.1.1 shall be in
             writing served on the Company and signed by or on behalf of Apax.


                                       40
<PAGE>
      23.1.3 The powers, duties and remuneration of the Apax Director shall be
             as agreed between Apax and the Board from time to time.

23.2  AMADEUS DIRECTOR

      23.2.1 Subject to Article 23.4, Amadeus shall have the right from time to
             time to appoint one person as a director of the Company and to
             remove from office any person so appointed and to appoint another
             person in his place. The person appointed by Amadeus shall be a
             non-executive director of the Company.

      23.2.2 Any appointment or removal pursuant to Article 23.2.1 shall be in
             writing served on the Company and signed by or on behalf of
             Amadeus.

      23.2.3 The powers, duties and remuneration of the Amadeus Director shall
             be as agreed between the Amadeus Director and the Board from time
             to time.

23.3  MADGE DIRECTOR

      23.3.1 For so long as Madge hold twenty per cent or more of the total
             issued share capital of the Company, they shall have the right from
             time to time to appoint two persons as directors of the Company and
             to remove from office any person so appointed and to appoint other
             persons in their place. The persons appointed by Madge shall be
             non-executive directors of the Company. Subject to Article 23.4, at
             such point as Madge holds less than twenty per cent of the total
             issued share capital of the Company their aforementioned
             entitlement shall be reduced to one person and accordingly one of
             the Madge Directors shall step down from the Board and resign as a
             director of the Company within seven days of the approval by the
             Board of any transfer of shares by Madge (or other transaction)
             resulting in Madge holding less than twenty per cent of the entire
             issued share capital of the Company.

      23.3.2 Any appointment or removal pursuant to Article 23.3.1 shall be in
             writing served on the Company and signed by or on behalf of Madge.

      23.3.3 The powers, duties and remuneration of the Madge Directors shall be
             as agreed between the Madge Directors and the Board from time to
             time.

23.4  At such point in time (if any) as any of Apax, Amadeus, Madge or their
      respective nominees hold less than five per cent of the entire issued
      share capital of the Company then the respective rights of Apax, Amadeus
      or Madge under Article 23.1, 23.2 or 23.3 shall no longer apply and
      accordingly the relevant, Apax Director, Amadeus Director or Madge
      Director shall step down from the Board and resign as a director of the
      Company within seven days of the approval by the Board of any transfer of
      shares by the relevant Initial Investor or Madge (or other transaction)
      resulting in the relevant Initial Investor or Madge holding less than five
      per cent of the entire issued share capital of the Company.



                                       41
<PAGE>

23.5  Subject to the prior written consent of the Nominated Directors, the
      Directors may appoint one or more of their number to the office of
      managing Director or to any other executive office under the Company and
      may enter into an agreement or arrangement with any Director for his
      employment by the Company or for the provision by him of any services
      outside the scope of the ordinary duties of a Director. Any such
      appointment, agreement or arrangement may be made upon such terms as the
      Directors determine and they may remunerate any such Director for his
      services as they think fit. Any appointment of a Director to an executive
      office shall terminate if he ceases to be a Director but without prejudice
      to any claim to damages for breach of the contract of service between the
      Director and the Company. A managing Director and a Director holding any
      other executive office shall not be subject to retirement by rotation.

23.6  Subject to the prior written consent of the Nominated Directors and
      provided that he has disclosed to the Directors the nature and extent of
      any material interest of his, a Director notwithstanding his office:

      23.6.1 may be a party to, or otherwise interested in, any transaction or
             arrangement with the Company or in which the Company is otherwise
             interested;

      23.6.2 may be a Director or other officer of, or employed by, or a party
             to any transaction or arrangement with, or otherwise interested in,
             any body corporate promoted by the Company or in which the Company
             is otherwise interested; and

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

23.7  For the purposes of this Article 23:

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

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

24.   DIRECTORS' GRATUITIES AND PENSIONS

      The Directors may provide benefits, whether by the payment of gratuities
      or pensions or by insurance or otherwise, for any Director who has held
      but no longer holds any executive office or employment with the Company or
      with any body corporate which is or has been a subsidiary of the Company
      or a predecessor in business of the


                                       42
<PAGE>

      Company or of any such subsidiary, and for any member of his family
      (including a spouse and a former spouse) or any person who is or was
      dependent on him, and may (as well before as after he ceases to hold such
      office or employment) contribute to any fund and pay premiums for the
      purchase or provision of any such benefit.

25. SECRETARY

      Subject to the prior written consent of the Nominated Directors, the
      Secretary shall be appointed by the Directors for such term, at such
      remuneration and upon such conditions as they may think fit; and any
      Secretary so appointed may be removed by them.

26. MINUTES

      The Directors shall cause minutes to be made in books kept for the
      purpose:

26.1  of all appointments of officers made by the Directors; and

26.2  of all proceedings at meetings of the Company, of the holders of any class
      of shares in the Company, and of the Directors, and of committees of
      Directors, including the names of the Directors present at each such
      meeting.

27.   SHARE CERTIFICATES

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

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

28.   SEAL

      The Seal shall only be used by the authority of the Directors or of a
      committee of Directors authorised by the Directors. The Directors may
      determine who shall sign any instrument to which the Seal is affixed and
      unless otherwise so determined it shall be signed by a Director and by the
      Secretary or by a second Director.



                                       43
<PAGE>
29.   DIVIDENDS

29.1  Subject to the prior written consent of the Nominated Directors, the
      Company may by ordinary resolution declare dividends in accordance with
      the respective rights of the members under these Articles, but no dividend
      shall exceed the amount recommended by the Directors.

29.2  Subject to the prior written consent of the Nominated Directors, the
      Directors may pay interim dividends if it appears to them that they are
      justified by the profits of the Company available for distribution. If the
      share capital is divided into different classes, the Directors may pay
      interim dividends on shares which confer deferred or non-preferred rights
      with regard to dividend as well as on shares which confer preferential
      rights with regard to dividend, but no interim dividend shall be paid on
      shares carrying deferred or non-preferred rights if, at the time of
      payment, any preferential dividend is in arrears. The Directors may also
      pay at intervals settled by them any dividend payable at a fixed rate if
      it appears to them that the profits available for distribution justify the
      payment. Provided the Directors act in good faith they shall not incur any
      liability to the holders of shares conferring preferred rights for any
      loss they may suffer by the lawful payment of an interim dividend on any
      shares having deferred or non-preferred rights.

29.3  Except as otherwise provided by the rights attached to shares, all
      dividends shall be declared and paid according to the amounts paid up on
      the shares on which the dividend is paid. All dividends shall be
      apportioned and paid proportionately to the amounts paid up on the shares
      during any portion or portions of the period in respect of which the
      dividend is paid; but, if any share is issued on terms providing that it
      shall rank for dividend as from a particular date, that share shall rank
      for dividend accordingly.

29.4  A general meeting declaring a dividend may, upon the recommendation of the
      Directors, direct that it shall be satisfied wholly or partly by the
      distribution of assets and, where any difficulty arises in regard to the
      distribution, the Directors may settle the same and in particular may
      issue fractional certificates and fix the value for distribution of any
      assets and may determine that cash shall be paid to any member upon the
      footing of the value so fixed in order to adjust the rights of members and
      may vest any assets in trustees.

29.5  Any dividend or other moneys payable in respect of a share may be paid by
      cheque sent by post to the registered address of the person entitled or,
      if two or more persons are the holders of the share or are jointly
      entitled to it by reason of the death or bankruptcy of the holder, to the
      registered address of that one of those persons who is first named in the
      register of members or to such person and to such address as the person or
      persons entitled may in writing direct. Every cheque shall be made payable
      to the order of the person or persons entitled or to such other person as
      the person or persons entitled may in writing direct and payment of the
      cheque shall be a good discharge to the Company. Any joint holder or other
      person jointly entitled to a share as aforesaid may give receipts for any
      dividend or other moneys payable in respect of the share.

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



                                       44
<PAGE>

29.7  Any dividend which has remained unclaimed for twelve years from the date
      when it became due for payment shall, if the Directors so resolve, be
      forfeited and cease to remain owing by the Company.

30.   CAPITALISATION OF PROFITS

      Subject to Article 4.2.5(k) hereof and as otherwise agreed between the
      Shareholders at the date of the adoption of these Articles, the Directors
      may with the authority of an ordinary resolution of the Company:

30.1  subject as hereinafter provided, resolve to capitalise any undivided
      profits of the Company not required for paying any preferential dividend
      (whether or not they are available for distribution) or any sum standing
      to the credit of the Company's share premium account or capital redemption
      reserve;

30.2  appropriate the sum resolved to be capitalised to the members who would
      have been entitled to it if it were distributed by way of dividend and in
      the same proportions and apply such sum on their behalf either in or
      towards paying up the amounts, if any, for the time being unpaid on any
      shares held by them respectively, or in paying up in full unissued shares
      or debentures of the Company of a nominal amount equal to that sum, and
      allot the shares or debentures credited as fully paid to those members, or
      as they may direct, in those proportions, or partly in one way and partly
      in the other; but the share premium account, the capital redemption
      reserve, and any profits which are not available for distribution may, for
      the purposes of this Article, only be applied in paying up unissued shares
      to be allotted to members credited as fully paid;

30.3  make such provision by the issue of fractional certificates or by payment
      in cash or otherwise as they determine in the case of shares or debentures
      becoming distributable under this Article in fractions; and

30.4  authorise any person to enter on behalf of all the members concerned into
      an agreement with the Company providing for the allotment to them
      respectively, credited as fully paid, of any shares or debentures to which
      they are entitled upon such capitalisation, any agreement made under such
      authority being binding on all such members.

31.   NOTICES

31.1  Any notice to be given to or by any person pursuant to these Articles
      shall be in writing except that a notice calling a meeting of the
      Directors need not be in writing.

31.2  The Company may give any notice to a member either personally or by
      sending it by post in a prepaid envelope addressed to the member at his
      registered address or by leaving it at that address. In the case of joint
      holders of a share, all notices shall be given to the joint holder 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. A member whose registered address is not within the United
      Kingdom and who gives to the Company an address within the United Kingdom
      at which notices may be given to him shall be entitled to have notices
      given to him at that


                                       45
<PAGE>

      address, but otherwise no such member shall be entitled to receive any
      notice from the Company.

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

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

31.5  A member may request that a copy of any notices be sent to such member by
      email and the Company will endeavour to comply. Notwithstanding the
      aforegoing proof that an envelope containing a notice was properly
      addressed, prepaid and posted shall be conclusive evidence that the notice
      was given. A notice shall be deemed to be given at the expiration of 48
      hours after the envelope containing it was posted.

31.6  A notice may be given by the Company to the persons entitled to a share in
      consequence of the death or bankruptcy of a member by sending or
      delivering it, in any manner authorised by the Articles for the giving of
      notice to a member, addressed to them by name, or by the title of
      representatives of the deceased, or trustee of the bankrupt or by any like
      description at the address, if any, within the United Kingdom supplied for
      that purpose by the persons claiming to be so entitled. Until such an
      address has been supplied, a notice may be given in any manner in which it
      might have been given if the death or bankruptcy had not occurred.

32.   WINDING UP

      If the Company is wound up, the liquidator may, with the sanction of an
      extraordinary resolution of the Company and any other sanction required by
      the Act, divide among the members in specie the whole or any part of the
      assets of the Company and may, for that purpose, value any assets and
      determine how the division shall be carried out as between the members or
      different classes of members. The liquidator may, with the like sanction,
      vest the whole or any part of the assets in trustees upon such trusts for
      the benefit of the members as he with the like sanction determines, but no
      member shall be compelled to accept any assets upon which there is a
      liability.

33.   INDEMNITY

33.1  Subject to the provisions of the Act, every Director or other officer of
      the Company shall be indemnified out of the assets of the Company against
      all costs, charges, expenses, losses or liabilities which he may sustain
      or incur in or about the execution of the duties of his office or
      otherwise in relation thereto, including (without prejudice to the
      generality of the foregoing) any liability incurred by him in defending
      any proceedings, whether civil or criminal, in which judgment is given in
      his favour (or the proceedings are otherwise disposed of without any
      finding or admission of any material breach of duty on his part) or in
      which he is acquitted or in connection with any application in which
      relief is granted to him by the court from liability for negligence,
      default, breach of duty or breach of trust in relation to the affairs of
      the Company. No Director or other officer shall be liable for any loss,


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      damage or misfortune which may happen to or be incurred by the Company in
      the proper execution of the duties of his office or in relation thereto.

33.2  Without prejudice to the provisions of Article 33.1 above, the Directors
      shall have the power to purchase and maintain insurance for or for the
      benefit of any persons who are or were at any time Directors, officers or
      employees of the Company or of any subsidiary undertaking of the Company
      including (without prejudice to the generality of the foregoing) insurance
      against any liability incurred by such persons in respect of any act or
      omission in the actual or purported execution and/or discharge of their
      duties and/or the exercise or purported exercise of their powers and/or
      otherwise in relation to or in connection with their duties, powers or
      offices in relation to the Company or any such subsidiary undertaking.

33.3  Subject to the provisions of the Act, a Director shall (in the absence of
      some other material interest as is indicated below) be entitled to vote in
      respect of any resolution concerning any proposal concerning any insurance
      which the Company is empowered to purchase and/or maintain for or for the
      benefit of any Directors of the Company PROVIDED THAT for the purposes of
      this Article 33.3 insurance shall mean only insurance against the
      liability incurred by a Director in respect of any such act or omission by
      him as is referred to in Article 33.2 above or any other insurance which
      the Company is empowered to purchase and/or maintain for or for the
      benefit of any groups of persons consisting of or including Directors of
      the Company.



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