<PAGE>
Exhibit E-7

Company No: 2501949


                             THE COMPANIES ACT 1985
                        ________________________________

                        PUBLIC COMPANY LIMITED BY SHARES
                        ________________________________

                                   MEMORANDUM
                                       OF
                                   EIDOS PLC
                        ________________________________

                           Incorporated 14th May 1990

             (Incorporating all amendments to 20th September 2001)

1.      *The Company's name is "EIDOS PUBLIC LIMITED COMPANY".

2.      The Company is to be a public company.

3.      The Company's registered office is to be situated in England and Wales.

4.      **The Company's objects are:

        (A)    (i)     To carry on the business of creating, commissioning,
                       developing, publishing, marketing, licensing, selling
                       and otherwise exploiting entertainment products and
                       services in all media in any country for all purposes
                       and generally to act as agents, distributors, managers
                       and consultants.

               (ii)    To carry on the business of the development and
                       exploitation in any way (whether or not as products or
                       services) of technology and know-how, and skills and
                       rights capable of use in the creation, publication,
                       transmission or other delivery or use of entertainment
                       products or services, in any country for all purposes.

               (iii)   To carry on the business of the development and
                       exploitation in any way (whether or not as products or
                       services and whether or not in relation to the field of
                       entertainment) of technology and know-how, and skills
                       and rights associated therewith anywhere and for all
                       purposes.

        (B)    (i)     To carry on business as a holding company and to acquire
                       and hold shares, stocks, debentures, debenture stocks,
                       bonds, mortgages, obligations and securities of any kind
                       issued or guaranteed by any company, corporation or
                       undertaking of whatever nature and wherever constituted
                       or carrying on business, and shares, stocks, debentures,
                       debenture stocks, bonds, obligations, and other
                       securities issued or guaranteed by any government,
                       sovereign ruler, commissioners, trust, local authority
                       or other public body, whether at home or abroad, and to
                       vary, transpose, dispose of or otherwise deal with from
                       time to time as may be considered expedient any of the
                       Company's investments for the time being.

               (ii)    To acquire any such shares, stocks and other securities
                       before mentioned by subscription, syndicate
                       participation, tender, purchase, exchange or otherwise
                       and to subscribe for the same, either conditionally or
                       otherwise, and to guarantee the subscription thereof and
                       to exercise and enforce all rights and powers conferred
                       by or incident to the ownership thereof.

                                      E7-1

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               (iii)   To pay for any business or other property or any shares,
                       stocks, securities or rights of any kind acquired by the
                       Company either in cash or shares, with or without any
                       preferred or deferred rights, or by any securities which
                       the Company has power to issue, or partly in one mode
                       and partly in another and generally on such terms as the
                       Company may determine.

               (iv)    To co-ordinate the administration, policies, management,
                       supervision, control, research, planning, trading and
                       any and all other activities of and to act as financial
                       advisers and consultants to any company or companies or
                       group of companies now or hereafter formed or
                       incorporated or acquired which may be or may become
                       related or associated in any way with the Company or
                       with any company related or associated therewith.

        (C)    To carry on any other trade or business whatsoever which can in
               the opinion of the Directors be advantageously carried on by
               the Company in connection with or as auxiliary to the general
               business of the Company or any other trade or business
               whatsoever which can in the opinion of the Directors be
               advantageously carried on by the Company in connection with or
               as auxiliary to the general business of the Company.

        (D)    To acquire, undertake and carry on the whole or any part of the
               business, property and liabilities of any person or company
               carrying on any business which the Company is authorised to
               carry on or possess, or which may seem to the Company capable
               of being conveniently carried on or calculated directly or
               indirectly to enhance the value of or render profitable any of
               the Company's property or rights, or any property suitable for
               the purposes of the Company.

        (E)    To carry on any business or branch of a business which the
               Company is authorised to carry on by means, or through the
               agency, of any company which is a subsidiary of the Company,
               and to enter into any arrangement with any such subsidiary
               company for taking the profits and bearing the losses of any
               business or branch so carried on, or for financing any such
               subsidiary company or guaranteeing its liabilities, or to make
               any other arrangement which may seem desirable with reference
               to any business or branch so carried on including power at any
               time, and either temporarily or permanently, to close any such
               branch or business.

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

        (G)    To enter into partnership or into any arrangement for sharing
               profits, union of interests, co-operation, joint venture,
               reciprocal concession, or otherwise with any company, or with
               any employees of the Company, including in such case if thought
               fit the conferring of a participation in the management or its
               directorate, or with any company carrying on or engaged in any
               business or transaction capable of being conducted so as
               directly or indirectly to benefit the Company, and to give to
               any company special rights or privileges in connection with or
               control over this Company, and in particular the right to
               nominate one or more Director(s) of this Company. And to lend
               money to, guarantee the contracts of, or otherwise assist any
               such company, and to take or otherwise acquire shares or
               securities of any such company, and to sell, hold, re-issue,
               with or without guarantee, or otherwise deal with the same.

        (H)    To subsidise, and assist any persons or companies and to act as
               agents for the collection, receipt or payment of money and
               generally to act as agents for and render services to customers
               and others.

        (I)    Either with or without the Company receiving any consideration
               or advantage, direct or indirect, from giving any such
               guarantee, to guarantee or otherwise provide security by
               personal covenant or by mortgaging or charging all or any part
               of the undertaking, property and assets present and future and
               uncalled capital or by both such methods or by any other means
               whatsoever the performance of the obligations and the payment
               of any moneys (including but not limited to capital or
               principal, premiums, dividends or interest, commissions,
               charges, discount and any costs
                                      E7-2

<PAGE>
               or expenses relating thereto whether on any stocks, shares or
               securities or in any other manner whatsoever) by any company,
               firm or person including but not limited to any company which
               is for the time being the Company's holding company as defined
               by section 736 of the Companies Act 1985 or a subsidiary of the
               Company or of the Company's holding company as so defined or
               any company, firm or person who is for the time being a member
               or otherwise has any interest in the Company or is associated
               with the Company in any business or venture or any other person
               firm or company whatsoever. A guarantee shall also include any
               other obligation (whatever called) to pay, purchase, provide
               funds (whether by advance of money the purchase of or the
               subscription of shares or other securities, the purchase of
               assets or services, or otherwise) for the payment of or to
               indemnify against the consequences of default in the payment of
               or otherwise be responsible for any indebtedness of any other
               company firm or person.

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

        (K)    To pay out of the funds of the Company all expenses which the
               Company may lawfully pay of or incident to the formation,
               registration and advertising of or raising money for the
               Company, and the issue of its capital, or for contributing to
               or assisting any company either issuing or purchasing with a
               view to issue all or any part of the Company's capital in
               connection with the advertising or offering the same for sale
               or subscription, including brokerage and commissions for
               obtaining applications for or taking, placing or underwriting
               or procuring the underwriting of shares, debentures or
               debenture stock.

        (L)    To remunerate any person, firm or company rendering service to
               the Company whether by cash payment or by the allotment to him
               or them of shares or securities of the Company credited as
               fully paid up in full or in part or otherwise.

        (M)    Generally to purchase, take on lease or exchange, hire, or
               otherwise acquire any real or personal property and any rights
               or privileges which the Company may think necessary or
               convenient for the purposes of its business.

        (N)    To create, apply for, register, purchase, or by other means
               acquire and protect, prolong and renew, whether in the United
               Kingdom or elsewhere any patents, patent rights, copyrights,
               licences, secret processes, trade marks, designs, protections
               and concessions and any associated rights and all other
               intellectual property rights whatsoever, whether now existing
               or created hereafter and to disclaim, alter, modify, use and
               turn to account and to manufacture under or grant licences or
               privileges in respect of the same and to expend money in
               experimenting upon, testing and improving any such inventions,
               rights or other assets which the Company may acquire or propose
               to acquire.

        (O)    To insure with any other company or person the whole or any
               part of the property of the Company, either fully or partially,
               and either on the mutual principle or otherwise, against
               losses, damages, risks and liabilities of all kinds, which may
               affect the Company, and also to insure in any of the ways
               aforesaid against all liabilities for injuries suffered by
               persons in the service of the Company or against any damage or
               compensation payable under any Act or otherwise provided that
               nothing herein contained shall empower the Company to carry on
               the business of assurance or re-assurance or to grant annuities
               within the meaning of the Insurance Companies Act 1974, and any
               extension, modification or re-enactment thereof for the time
               being in force, or to reinsure any risks under any class of
               assurance business to which that Act applies.

        (P)    To receive money on deposit upon such terms as the Company may
               approve.

        (Q)    To invest and deal with the moneys of the Company in such
               manner as may from time to time be determined.

                                      E7-3

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        (R)    To lend money with or without security, but not to carry on the
               business of a registered money lender.

        (S)    To borrow or raise or secure the payment of money in such
               manner as the Company shall think fit, and in particular by the
               issue of debentures or debenture stock, perpetual or otherwise
               charged upon all or any of the Company's property (both present
               and future), including its uncalled capital, and to purchase,
               redeem or pay off any such securities.

        (T)    To remunerate any company for services rendered or to be
               rendered, in placing, or assisting to place, or guaranteeing
               the placing or procuring the underwriting of any of the shares
               or debentures, or other securities of the Company or of any
               company in which this Company may be interested or propose to
               be interested, or in or about the conduct of the business of
               the Company, whether by cash payment or by the allotment of
               shares, or securities of the Company credited as paid up in
               full or in part, or otherwise.

        (U)    To subscribe for either absolutely or conditionally or
               otherwise acquire and hold shares, stocks, debentures,
               debenture stock or other obligations of any other company
               having objects altogether or in part similar to those of this
               Company.

        (V)    To draw, make, accept, endorse, discount, execute and issue
               promissory notes, bills of lading, warrants, debentures and
               other negotiable and transferable instruments.

        (W)    To sell, lease, exchange, let on hire, or dispose of any real
               or personal property or the undertaking of the Company, or any
               part or parts thereof, for such consideration as the Company
               may think fit, and, in particular, for shares whether fully or
               partly paid up, debentures or securities of any other company,
               whether or not having objects altogether, or in part, similar
               to those of the Company, and to hold and retain any shares,
               debentures or securities so acquired, and to improve, manage,
               develop, sell, exchange, lease, mortgage, dispose of or turn to
               account or otherwise deal with all or any part of the property
               or rights of the Company.

        (X)    To adopt such means of making known the businesses and products
               of the Company as may seem expedient and in particular by
               advertising in the Press, by circulars, by purchase and
               exhibition of works of art or interest, by publication of books
               and periodicals, and by granting prizes, rewards and donations.

        (Y)    To support, subscribe or contribute to any charitable or public
               object and any institution, society or club which may be for
               the benefit of the Company or its Directors, officers or
               employees, or the Directors, officers and employees of its
               predecessors in business or of any subsidiary, allied or
               associated company, or which may be connected with any town or
               place where the Company carries on business and to subsidise or
               assist any association of employers or employees or any trade
               association. To give pensions, gratuities, annuities or
               charitable aid to any person (including any Directors or former
               Directors) who may have served the Company or its predecessors
               in business or any subsidiary, allied or associated company or
               to the wives, children or other dependents or relatives of such
               persons, to make advance provision for the payment of such
               pensions, gratuities or annuities as aforesaid by establishing
               or acceding to such trusts schemes or arrangements (whether or
               not capable of approval by the Commissioners of the Inland
               Revenue under any relevant legislation for the time being in
               force) as may seem expedient, to appoint trustees or to act as
               trustee of any such schemes or arrangements.

        (Z)    To establish and contribute to any scheme for the purchase or
               subscription by trustees of shares in the Company to be held
               for the benefit of the Company's employees, and to lend money
               to the Company's employees to enable them to purchase or
               subscribe for shares in the Company and to formulate and carry
               into effect any scheme for sharing the profits of the Company
               with employees or any of them.

        (AA)   To obtain any Provisional Order or Act of Parliament for
               enabling the Company to carry any of its objects into effect or
               for effecting any modifications of the Company's constitution
               or for any
                                      E7-4

<PAGE>
               other purposes which may seem expedient, and to oppose any
               proceedings or applications which may seem calculated directly
               or indirectly to prejudice the Company's interests.

        (BB)   To establish, grant and take up agencies in any part of the
               world, and to do all such other things as the Company may deem
               conducive to the carrying on of the Company's business, either
               as principals, or agents, and to remunerate any persons in
               connection with the establishment or granting of such agencies
               upon such terms and conditions as the Company may think fit.

        (CC)   To do all or any of the above things in any part of the world
               and as principals, agents, contractors, trustees or otherwise,
               and by or through trustees, agents or otherwise, and either
               alone or in conjunction with others and to procure the Company
               to be registered or recognised in any foreign country or place.

        (DD)   To distribute any of the property of the Company in specie
               among the shareholders.

        (EE)   To amalgamate with any other company having objects altogether
               or in part similar to those of this Company.

        (FF)   To do all such other things as are incidental or conducive to
               the attainment of the above objects, or any of them.

        And it is hereby declared that the word "Company" in this clause shall
        be deemed to include any person or partnership or other body of persons
        whether domiciled in the United Kingdom or elsewhere, and words
        denoting the singular number only shall include the plural number and
        vice versa, and so that the objects specified in each paragraph of this
        clause shall, except where otherwise expressed in such paragraph, be
        regarded as independent objects, and in no way limited or restricted by
        reference to or inference from the terms of any other paragraph or the
        name of the Company.

5.      The liability of the Members is limited.

6.      *The Company's share capital is (L)100,000 divided into 100,000 shares
        of (L)1 each.

        *1. By an Ordinary Resolution passed on 5th June 1990, the share
        capital was increased from (L)100,000 to (L)500,000 divided Into
        5,000,000 shares of 10p each.

        2. By a Special Resolution passed on 17th October 1995, the share
        capital was increased from (L)500,000 to (L)1,070,000 divided Into
        10,700,000 shares of 10p each.

        3. By a Special Resolution passed on 15th April 1996, the share capital
        was increased from (L)1,070,000 to (L)2,000,000 by the creation of
        9,930,000 shares of 10p.

        4. By a Special Resolution passed on 15th November 1996, the share
        capital was increased from (L)2,000,000 to (L)2,700,000 by the creation
        of 7,000,000 shares of 10p each.

        5. By a Special Resolution passed on 10th April 1997, the share capital
        was increased from (L)2,700,000 to (L)2,850,000 by the creation of
        1,500,000 shares of 10p each.

                                      E7-5

<PAGE>
WE, the subscribers to this Memorandum of Association, wish to be formed into
a Company pursuant to this Memorandum and we agree to take the number of
shares shown opposite our respective names.

<TABLE>
<CAPTION>
<S>                               <C>
--------------------------------------------------------------------------------
Names and addresses of            Number of shares taken
Subscribers                       by each Subscriber
--------------------------------------------------------------------------------
1.  For and on behalf of
    Instant Companies Limited
    2 Baches Street
    London N1 6UB                 One
2.  For and on behalf of
    Swift Incorporations
    Limited
    2 Baches Street
    London N1 6UB                 One
            Total shares
taken                             Two
--------------------------------------------------------------------------------
</TABLE>


Dated this 2nd day of May 1990

Witness to the above Signatures:-                Terry Jayne
                                                        2 Baches Street
                                                        London N1 6UB

                                      E7-6

<PAGE>
                             THE COMPANIES ACT 1985

                       A PUBLIC COMPANY LIMITED BY SHARES
                           ARTICLES OF ASSOCIATION OF
                          EIDOS PUBLIC LIMITED COMPANY
         (Adopted by Special Resolution passed on 5th day of June 1990)


(As amended by Special Resolutions passed on 17th October 1995, 25th January
                          2000 and 20 September 2001)

                                     PART 1

PRELIMINARY

1.      The regulations in Table A in the Schedule to the Companies (Tables A-
        F) Regulations 1985 shall not apply to the Company.

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

        The Act                      The Companies Act 1985.

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

        These presents               These Articles of Association as from time
                                     to time altered by Special Resolution.

        Group                        The Company and its subsidiaries.

        Seal                         The Common Seal of the Company.

        Securities Seal              An official seal kept by the Company
                                     pursuant to section 40 of the Act.

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

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

        Recognised clearing house    A recognised clearing house within the
                                     meaning of The Financial Services Act 1986
                                     acting in relation to a recognised
                                     investment exchange (as defined in the
                                     Financial Services Act 1986).

        Transfer office              The place where the Register of Members is
                                     situate for the time being.

        The United Kingdom           Great Britain and Northern Ireland.

        Month                        Calendar Month.

        Year                         Calendar Year.

        In writing                   Written, which expression shall include
                                     typewriting, printing, lithography,
                                     photography and other modes of
                                     representing and reproducing words in a
                                     legible and non-transitory form.

                                      E7-7

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        Electronic Communication     Any communication transmitted (whether
                                     from one person to another, from one
                                     device to another, or from a person to a
                                     device or from a device to a person):

                                     (a)     by means of a telecommunications
                                             system (within the meaning of the
                                             Telecommunications Act 1984); or

                                     (b)     by other means but while in
                                             electronic form.

        Paid                         Paid or credited as paid.

        The expressions "debenture" and "debenture holder" shall respectively
        include "debenture stock" and "debenture stockholder".

        In these presents any reference to any statutory provision or enactment
        shall include any statutory modification or re-enactment thereof.

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

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

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

        References to Electronic Communications shall, without limiting the
        definition above and unless the context otherwise requires, include
        references to communications made by email or by sending a CD Rom or
        DVD (digital versatile disk) by post.

        The headings are inserted for convenience only and do not affect the
        construction of these presents.

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

                                      E7-8

<PAGE>
                                    PART II


SHARE CAPITAL OF THE COMPANY

3.      The authorised share capital of the Company at the date of adoption of
        these presents is (L)500,000 divided into 5,000,000 Ordinary Shares of
        10p each.

VARIATION OF RIGHTS

4.      Whenever the share capital of the Company is divided into different
        classes of shares, the special rights attached to any class may,
        subject to the provisions of the Statutes, be varied or abrogated
        either with the consent in writing of the holders of three-fourths in
        nominal value of the issued shares of the class or with the sanction of
        an Extraordinary Resolution passed at a separate General Meeting of the
        holders of the shares of the class (but not otherwise) and may be so
        varied or abrogated whilst the Company is a going concern or during or
        in contemplation of a winding-up. To every such separate General
        Meeting all the provisions of these presents relating to General
        Meetings of the Company and to the proceedings thereat shall mutatis
        mutandis apply, except that the quorum shall be two persons at least
        holding or representing by proxy one-third in nominal value of the
        issued shares of the class (but so that if at any adjourned meeting a
        quorum as above defined is not present, any one holder of shares of the
        class present in person or by proxy shall be a quorum) and that any
        holder of shares of the class present in person or by proxy may demand
        a poll and that every such holder shall on a poll have one vote for
        every share of the class held by him. The foregoing provisions of this
        Article shall apply to the variation or abrogation of the special
        rights attached to some only of the shares of any class as if each
        group of shares of the class differently treated formed a separate
        class the special rights whereof are to be varied.

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

PURCHASE BY THE COMPANY OF ITS OWN SHARES

6.      (A)    Subject to paragraphs (B) and (C) below the Company may
               purchase its own shares (including any redeemable shares) in
               any manner authorised by the Act and with and subject to all
               prior authorities of the Company in General Meeting as
               specified under the Act provided however that the Company may
               not purchase any of its shares under this Article if as a
               result of the purchase of the shares in question there would no
               longer be any member holding shares in the Company other than
               redeemable shares.

        (B)    The Company may not purchase its own shares if at the time of
               such purchase there are outstanding any convertible securities
               of the Company unless such purchase has been sanctioned by an
               extraordinary resolution passed at a separate class meeting of
               the holders of the convertible securities.

        (C)    Purchases by the Company of its own redeemable shares shall,
               where such shares are listed by The Stock Exchange, be limited
               to a maximum price which will not exceed the average of the
               middle market quotations taken from The Stock Exchange Daily
               Official List for the 10 business days before the purchase is
               made or in the case of a purchase through the market, at the
               market price, provided that it is not more than 5 per cent
               above such average. If such purchases are by tender, tenders
               shall be made available to all holders of such shares alike.

ALTERATION OF SHARE CAPITAL

7.      The Company may from time to time by Ordinary Resolution increase its
        capital by such sum to be divided into shares of such amounts as the
        resolution shall prescribe. All new shares be subject to the provisions
        of these presents with reference to allotment, payment of calls, lien,
        transfer, transmission, forfeiture and otherwise.
                                      E7-9

<PAGE>
8.      (A)    The Company may by Ordinary Resolution:-

               (i)     Consolidate and divide all or any of its share capital
                       into shares of larger nominal value than its existing
                       shares;

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

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

        (B)    Upon any consolidation of fully paid shares into shares of
               larger nominal value the Directors may as between the holders
               of shares so consolidated determine which shares are
               consolidated into each consolidated share and in the case of
               any shares registered in the name of one holder being
               consolidated with shares registered in the name of another
               holder may make such arrangements as may be thought fit for the
               sale of the consolidated share or any fractions thereof and for
               the distribution among the persons entitled thereto of the net
               proceeds of such sale and for such purpose may appoint some
               person to transfer the consolidated share to the purchaser and
               may cause the name of the purchaser or the holder of the shares
               comprised in any such transfer to be entered into the Register
               of Members and he shall not be bound to see to the application
               of the purchase money nor shall his title to the shares in any
               way be affected by any invalidity or irregularity in the
               proceedings in reference to the sale.

9.      The Company may by Special Resolution reduce or cancel its share
        capital or any capital redemption reserve or share premium account in
        any manner and with and subject to any conditions, authorities and
        consents required by law.

STOCK

10.     The Company may from time to time by Ordinary Resolution convert any
        fully paid up shares into stock and may reconvert any stock into fully
        paid up shares of any denomination. After the passing of any resolution
        converting all the fully paid up shares of any class in the capital of
        the Company into stock, any shares of that class which subsequently
        become fully paid up and rank pari passu in all other respects with
        such shares shall, by virtue of this Article and such resolution, be
        converted into stock transferable in the same units as the shares
        already converted.

11.     The holders of stock may transfer the same or any part thereof in the
        same manner and subject to the same regulations as the shares from
        which the stock arose might previously to conversion have been
        transferred or as near thereto as circumstances admit. The Board may
        from time to time fix the minimum amount of stock transferable and
        restrict or forbid the transfer of fractions of such minimum, but the
        minimum shall not, without the sanction of an Ordinary Resolution of
        the Company, exceed the nominal amount of each of the shares from which
        the stock arose.

12.     The holders of stock shall, according to the amount of the stock held
        by them, have the same rights as regards dividends, voting at general
        meetings of the Company and other matters as if they held the shares
        from which the stock arose, but no such right (except as to
        participation in dividends and in assets on a reduction of capital or
        winding-up) shall be conferred by an amount of stock which would not,
        if existing in shares, have conferred such right.

13.     All such of the provisions of these presents as are applicable to paid
        up shares shall apply to stock, and the words "share" and "shareholder"
        herein shall also include "stock" and "stockholder" respectively.

                                     E7-10

<PAGE>
SHARES

14.     Except as required by law, no person shall be recognised by the Company
        as holding any share upon any trust and the Company shall not be bound
        by or compelled in any way to recognise any equitable, contingent,
        future or partial interest in any share, or any interest in any
        fractional part of a share, or (except only as by these presents or by
        law otherwise provided) any other right in respect of any share except
        an absolute right to the entirety thereof in the registered holder.

15.     (A)    Without prejudice to any special rights previously conferred on
               the holders of any shares or class of shares for the time being
               issued, any share in the Company may be issued with such
               preferred, deferred or other special rights or subject to such
               restrictions, whether in regard to dividend, return of capital,
               voting or otherwise, as the Company may from time to time by
               Ordinary Resolution determine (or, in the absence of any such
               determination, as the Directors may determine).

        (B)    Subject to the provisions of the Statutes, any shares of the
               Company whether preference shares or otherwise, may, with the
               sanction of an Ordinary Resolution, be issued on terms that
               such shares are, or at the option of the Company or the holder
               of such shares are liable, to be redeemed on such terms and in
               such manner as the Company before the issue of the shares may
               by Ordinary Resolution determine.

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

17.     The Company may exercise the powers of paying commissions conferred by
        the Statutes to the full extent thereby permitted. The Company may also
        on any issue of shares pay such brokerage as may be lawful.

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

SHARE CERTIFICATES

19.     Every definitive share certificate shall be issued under the Seal (or
        the Securities Seal or, in the case of shares on a branch register, an
        official seal for use in the relevant territory) and shall specify the
        number and class of shares to which it relates and the amount paid upon
        thereon. No definitive certificate shall be issued representing shares
        of more than one class. Unless the Directors otherwise determine no
        definitive certificate shall be issued in respect of shares held by a
        recognised clearing house or a nominee of a recognised clearing house
        or a recognised investment exchange.

20.     In the case of a share held jointly by several persons the Company
        shall not be bound to issue more than one certificate therefor and
        delivery of a certificate to one or more joint holders shall be
        sufficient delivery to all.

21.     Subject to the provisions of these presents, any person excluding a
        recognised clearing house to whom no certificate is to be issued
        pursuant to Article 19 above whose name is entered in the Register of
        Members in respect of any shares of any one class upon the issue or
        transfer thereof shall be entitled without payment to a certificate
        therefor (in the case of issue) within two months (or such longer
        period as the terms of issue shall provide) after allotment or (in the
        case of a transfer) transfer.

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

                                     E7-11

<PAGE>
        (B)    Any two or more certificates representing shares of any one
               class held by any member may at his request be cancelled and a
               single new certificate for such shares issued in lieu without
               charge.

        (C)    If any member shall surrender for cancellation a share
               certificate representing shares held by him and request the
               Company to issue in lieu two or more share certificates
               representing such shares in such proportions as he may specify,
               the Directors may, if they think fit, comply with such a
               request.

        (D)    If a share certificate shall be damaged or defaced or alleged
               to have been lost, stolen or destroyed, a new certificate
               representing the same shares may be issued to the holder upon
               request subject to delivery up of the old certificate or (if
               the old certificate is alleged to have been lost, stolen or
               destroyed) compliance with such conditions as to evidence and
               indemnity and (in either case) to the payment of such
               exceptional out of pocket expenses of the Company in connection
               with the request as the Directors may think fit.

        (E)    In the case of shares held jointly by several persons any such
               request may be made by any one of the joint holders.

23.     Notwithstanding any other article, the Board may from time to time
        determine, either generally or in any particular case, the method by
        which any share certificate issued by the Company in respect of the
        Company's shares, stock, debentures or other securities shall be
        authenticated or executed by or on behalf of the Company and, in
        particular:

        (A)    the Board may dispense with the need to affix the common seal,
               or any official seal, of the Company to such certificate;

        (B)    the Board may determine the manner, and by whom, any such
               certificate is to be signed, and may dispense with the need for
               such certificate to be signed or executed in any way;

        (C)    the Board may permit the signature or a facsimile of the
               signature of any person to be applied to such share certificate
               by any mechanical or electronic means in place of that person's
               actual signature.

        And any certificate issued in accordance with the requirements of the
        Board shall, as against the Company, be prima facie evidence of the
        title of the person named in that certificate to the shares comprised
        in it.

CALLS ON SHARES

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

25.     Each member shall (subject to receiving at least fourteen days' notice
        specifying the time or times and place of payment) pay to the Company
        at the time or times and place so specified the amount called on his
        shares. The joint holders of a share shall be jointly and severally
        liable to pay all instalments and calls in respect thereof and any of
        such persons may give effectual receipts for any return of capital in
        respect of such share. A call may be revoked or postponed as the
        Directors may determine.

26.     If a sum called in respect of a share is not paid before or on the day
        appointed for payment thereof the person from whom the sum is due shall
        pay interest on the sum from the day appointed for payment thereof to
        the time of actual payment at such rate (not exceeding 15 per cent. per
        annum) as the Directors may determine and shall also pay all costs,
        charges and expenses which the Company may have incurred or become
        liable for in order to procure payment of or in consequence of non
        payment of such call but the Directors shall be at liberty in any case
        or cases to waive payment of such interest, costs, charges and expenses
        wholly or in part.

                                     E7-12

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

28.     If by the conditions of allotment of any share the whole or part of the
        amount or issue price thereof shall be payable by instalments, every
        such instalment shall, when due, be paid to the Company by the person
        who for the time being shall be the registered holder of the share.

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

30.     The Directors may if they think fit receive from any member willing to
        advance the same all or any part of the moneys (whether on account of
        the nominal value of the shares or by way of premium) uncalled and
        unpaid upon the shares held by him and such payment in advance of calls
        shall extinguish pro tanto the liability upon the shares in respect of
        which it is made and upon the money so received (until and to the
        extent that the same would but for such advance become payable) the
        Company may pay interest at such rate (not exceeding 12 per cent. per
        annum) as the member paying such sum and the Directors agree upon. The
        Directors may also at any time repay the amount so advanced upon giving
        to such members one month's notice in writing.

FORFEITURE

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

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

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

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

35.     A member whose shares have been forfeited or surrendered shall cease to
        be a member in respect of those shares but shall notwithstanding the
        forfeiture or surrender remain liable to pay to the Company all moneys
        which at the date of forfeiture or surrender were presently payable by
        him to the Company in respect of the shares with interest thereon at
        such rate (not exceeding 15 per cent. per annum) as the Directors may
        determine from the date of forfeiture or surrender until payment and
        the Directors may at their absolute discretion enforce payment without
        any allowance for the value of the shares at the time of forfeiture or
        surrender or waive payment in whole or in part.

                                     E7-13

<PAGE>
36.     Where any share has been forfeited, notice of the forfeiture shall be
        served on the person who was before forfeiture the holder of the share;
        but no forfeiture shall in any manner be invalidated by any omission or
        neglect to give such notice as aforesaid.

37.     The provisions of these Articles as to forfeiture shall apply in the
        case of non-payment of any sum which, by the terms of issue of a share,
        becomes payable at a fixed time, whether on account of the nominal
        value of the share or by way of premium as if the same had been payable
        by virtue of a call duly made and notified.

LIEN

38.     Subject to the provisions of section 150 of the Act, 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) called or
        payable at a fixed time in respect of such share. The Directors may
        waive any lien which has arisen and may resolve that any share shall
        for some limited period be exempt wholly or partially from the
        provisions of this Article.

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

40.     The net proceeds of such sale after payment of the costs of such sale
        shall be applied in or towards payment or satisfaction of the debts or
        liabilities in respect whereof the lien exists so far as the same are
        presently payable and any residue shall (subject to a like lien for
        debts or liabilities not presently payable as existed upon the shares
        prior to the sale) be paid to the person entitled to the shares at the
        time of the sale. For giving effect to any such sale the Directors may
        authorise some person to transfer the shares sold to the purchaser.

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

TRANSFER OF SHARES

42.     All transfers of shares may be effected by transfer in writing in any
        usual or common form or in any other form acceptable to the Directors
        and may be under hand only. The instrument of transfer shall be signed
        by or on behalf of the transferor and (except in the case of fully paid
        shares) by or on behalf of the transferee. The transferor shall remain
        the holder of the shares concerned until the name of the transferee is
        entered in the Register of Members in respect thereof.

43.     The registration of transfers may be suspended at such times and for
        such periods as the Directors may from time to time determine and
        either generally or in respect of any class of shares. The Register of
        Members shall not be closed for more than thirty days in any year.

44.     (A)    The Directors may refuse to register a transfer of shares
               (whether fully paid or not) in favour of more than four persons
               jointly.

        (B)    The Directors may also refuse to register a transfer of any
               shares (whether fully paid or not) where the holder or other
               person appearing to be interested therein for the purposes of
               Article 73 hereof
                                     E7-14

<PAGE>
               has failed to comply with the statutory disclosure requirements
               under the terms of Article 73 Provided That this restriction on
               transfer shall cease to be applicable following the
               notification to the Company of an arms length sale as defined
               in Article 73(D).

        (C)    If the Directors refuse to register a transfer pursuant to the
               provisions of this Article they shall within two months after
               the date on which the transfer was lodged with the Company send
               to the transferee notice of the refusal.

45.     (A)    The Directors may decline to recognise any instrument of
               transfer unless the instrument of transfer (duly stamped) is in
               respect of only one class of share and is lodged at the
               Transfer Office accompanied by the relevant share
               certificate(s) and such other evidence as the Directors may
               reasonably require to show the right of the transferor to make
               the transfer and, if the instrument transfer is executed by
               some other person on his behalf, the authority recognised
               clearing house the lodgement of share certificates will only be
               necessary if, and to the extent that, certificates have been
               issued in respect of the shares in question.

        (B)    All instruments of transfer which are registered may be
               retained by the Company.

46.     No fee will be charged by the Company in respect of the registration of
        any instrument of transfer or probate or letters of administration or
        certificate of marriage or death or stop notice or power of attorney or
        other document relating to or affecting the title to any shares or
        otherwise for making any entry in the Register of Members affecting the
        title to any shares.

DESTRUCTION OF DOCUMENTS

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

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

        (ii)   Nothing herein contained shall be construed as imposing upon
               the Company any liability in respect of the destruction of any
               such document earlier than as aforesaid or in any case where
               the conditions of proviso (i) above are not fulfilled;

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

TRANSMISSION OF SHARES

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

49.     Any person becoming entitled to a share in consequence of a death or
        bankruptcy of a member or of any other event giving rise by operation
        of law to such entitlement may (subject as herein provided) upon
                                     E7-15

<PAGE>
        supplying to the Company such evidence as the Directors may reasonably
        require to show his title to the share either be registered himself as
        a holder of the share upon giving the Company notice in writing of his
        desire to be so registered or transfer such share to some other person.
        All the limitations, restrictions and provisions of these presents
        relating to the right to transfer and the registration of transfers of
        shares shall be applicable to any such notice or transfer as aforesaid
        as if the death or bankruptcy of the member or other event as aforesaid
        as if the death or bankruptcy of the member or other event as aforesaid
        had not occurred and the notice or transfer were a transfer executed by
        such member.

50.     Save as otherwise provided by or in accordance with these presents, a
        person becoming entitled to a share in consequence of the death or
        bankruptcy of a member or other event giving rise by operation of law
        to such entitlement shall (upon supplying to the Company such evidence
        as the Directors may reasonably require to show his title to the share)
        be entitled to the same dividends and other advantages as those to
        which he would be entitled if he were the registered holder of the
        share except that he shall not be entitled in respect thereof (except
        with the authority of the Directors) to exercise any right conferred by
        membership in relation to meetings of the Company until he shall have
        been registered as a member in respect of the share Provided Always
        that the Directors may at any time give notice requiring any such
        person to elect either to be registered himself or to transfer the
        share and if the notice is not complied with within ninety days the
        Directors may thereafter withhold payment of all dividends, bonuses or
        other moneys payable in respect of the share until the requirements of
        the notice have been complied with.

SHARE WARRANTS

51.     The Directors with respect to fully paid up shares may issue warrants
        ("Share Warrants") stating that the bearer is entitled to the shares
        therein specified, and may provide by coupons or otherwise for the
        payment of future dividends on the shares included in such warrants.
        The Directors may determine and from time to time vary the conditions
        upon which Share Warrants shall be issued and upon which a new Share
        Warrant or coupon shall be issued in the place of one worn out, defaced
        or destroyed, but no new Share Warrant or coupon shall be issued to
        replace one that has been lost unless the Directors are satisfied
        beyond reasonable doubt that the original has been destroyed. The
        Directors may also determine and from time to time vary the conditions
        upon which the bearer of a Share Warrant shall be entitled to receive
        notices of and attend and vote at general meetings or to join in
        requisitioning General Meetings and upon which a Share Warrant may be
        surrendered and the name of the holder entered in the Register in
        respect of the shares therein specified. Subject to such conditions and
        to these articles the bearer of a Share Warrant shall be a member to
        the full extent. The bearer of a Share Warrant shall hold such warrant
        subject to the conditions for the time being in force with regard to
        Share Warrants whether made before or after the issue of such warrant.

                                     E7-16

<PAGE>
                                    PART III


GENERAL MEETINGS

52.     The Company shall in each year hold a General Meeting as its Annual
        General Meeting in addition to any other meetings in that year, and not
        more than fifteen months shall elapse between the date of one Annual
        General Meeting and the next. All General Meetings other than Annual
        General Meetings shall be called Extraordinary General Meetings.

53.     The Directors may whenever they think fit, and shall, on requisition in
        accordance with the Statutes, proceed to convene an Extraordinary
        General Meeting. Whenever the Directors shall convene an Extraordinary
        General Meeting on the requisition of members, they shall convene such
        meeting for a date not more than 6 weeks after the date when the
        requisition is deposited at the Office (unless the requisitionists
        shall consent in writing to a later date being fixed). If at any time
        there are not within the United Kingdom sufficient Directors capable of
        acting to form a quorum, any Director or any two members of the Company
        may convene an Extraordinary General Meeting in the same manner as
        nearly as possible as that in which meetings may be convened by the
        Directors.

NOTICE OF MEETINGS

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

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

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

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

55.     (A)    Every notice calling a General Meeting shall specify the place
               and the day and hour of the Meeting and there shall appear with
               reasonable prominence in every such notice a statement that a
               member entitled to attend and vote is entitled to appoint one
               or more proxies to attend and, on a poll, vote instead of him
               and that a proxy need not be a member of the Company.

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

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

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

        (i)    declaring dividends;

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

                                     E7-17

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

        (iv)   re-appointing the retiring Auditors (other than Auditors last
               appointed otherwise than by the Company in General Meeting);

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

PROCEEDINGS AT GENERAL MEETINGS

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

58.     No business other than the appointment of a Chairman shall be
        transacted at any General Meeting unless a quorum is present at the
        time when the meeting proceeds to business. Three members present in
        person or by proxy and entitled to vote at that meeting shall be a
        quorum for all purposes.

59.     If within half an hour from the time appointed for a General Meeting
        (or such longer interval as the Chairman of the meeting may think fit
        to allow) a quorum is not present the meeting if convened on the
        requisition of members, shall be dissolved. In any other case it shall
        stand adjourned to such other day (being not less than seven days
        thereafter) and such time and place as may have been specified for the
        purpose in the notice convening the meeting or (if not so specified) as
        the chairman of the meeting may determine and in the latter case not
        less than seven days' notice of the adjourned meeting shall be given in
        the like manner as in the case of the original meeting. At the
        adjourned meeting any two members present in person or by proxy shall
        be a quorum and shall have power to decide upon all matters which could
        properly have been disposed of at the meeting from which the
        adjournment took place.

60.     The Chairman of the meeting may with the consent of any General Meeting
        at which a quorum is present (and shall if so directed by the meeting)
        adjourn the meeting from time to time (or sine die) and from place to
        place but no business shall be transacted at any adjourned meeting
        except business which might lawfully have been transacted at the
        meeting from which the adjournment took place. Where a meeting is
        adjourned sine die, the time and place for any adjourned meeting shall
        be fixed by the Directors. When a meeting is adjourned for thirty days
        or more or sine die, not less than seven days' notice of any adjourned
        meeting shall be given in like manner as in the case of the original
        meeting.

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

62.     Any proposed amendment to an Ordinary Resolution shall, unless the
        amendment be proposed by the Chairman of the meeting, not be valid
        unless notice of such proposed amendment shall have been received at
        the Office at least 48 hours prior to the time of the meeting or
        adjourned meeting. If an amendment shall be proposed to any resolution
        under consideration but shall in good faith be ruled out of order by
        the Chairman of the meeting the proceedings on the substantive
        resolution shall not be invalidated by an error in such ruling. In the
        case of a resolution duly proposed as a Special or Extraordinary
        Resolution no amendment thereto (other than a mere clerical amendment
        to correct a patent error) may in any event be considered or voted
        upon.

VOTING

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

        (i)    the Chairman of the meeting; or

                                     E7-18

<PAGE>
        (ii)   not less than three members present in person or by proxy and
               entitled to vote at the meeting; or

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

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

64.     A demand for a poll may be withdrawn only with the approval of the
        meeting. Unless a poll is required a declaration by the Chairman of the
        meeting that a resolution has been carried or carried unanimously, or
        by a particular majority or lost and an entry to that effect in the
        minute book, shall be conclusive evidence of that fact without proof of
        the number or proportion of the votes recorded for or against such
        resolution. If a poll is required, it shall be taken in such manner
        (including the use of ballot or voting papers or tickets) as the
        Chairman of the meeting may direct, and the result of the poll shall be
        deemed to be the resolution of the meeting at which the poll was
        demanded. The Chairman of the meeting may (and if so directed by the
        meeting shall) appoint scrutineers and may adjourn the meeting to some
        place and time fixed by him for the purpose of declaring the result of
        the poll.

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

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

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

VOTES OF MEMBERS

67.     Subject to any special rights or restrictions as to voting attached by
        or in accordance with these presents (whether pursuant to Article 73(B)
        or otherwise) to any shares or class of shares, on a show of hands
        every member who is present in person shall have one vote and on a poll
        every member who is present in person or by proxy shall have one vote
        for every share of which he is the holder.

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

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

70.     No member shall, unless the Directors otherwise determine, be entitled
        to vote at a General Meeting either personally or by proxy or to
        exercise any other right conferred by membership in relation to
        meetings of
                                     E7-19

<PAGE>
        the Company if any call or other sum presently payable by him to the
        Company in respect of shares in the Company remains unpaid.

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

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

DISENFRANCHISEMENT

73.     (A)    It is to be regarded as a cardinal principle of the Company
               that all members and persons interested in shares of the
               Company shall comply with those provisions of Part VI of the
               Act and any statutory modification or re-enactment thereof
               whereby the Company is empowered by notice in writing to
               require any member or other person as aforesaid within such
               reasonable time as is specified in the notice to disclose to
               the Company particulars of any interests, rights, agreements or
               arrangements affecting any of the shares held by that member or
               in which such other person as aforesaid is interested (which
               provisions in this Article are referred to as "the statutory
               disclosure requirements").

        (B)    If any holder of or any other person appearing to be interested
               in any shares of the Company fails within such reasonable time
               as is specified in the said notice from the Company (being not
               less than 14 days after the date of service of such notice
               where the shareholding in question represents at least 0.25 per
               centum of the issued shares of the relevant class and 28 days
               in other cases) to comply with the statutory disclosure
               requirements then from the time of such failure and until
               whichever is the earlier of (i) compliance with the statutory
               disclosure requirements and (ii) transfer of the shares
               pursuant to an arms length sale (as defined in paragraph D
               below):

               (1)     (should the Directors so resolve) such holder shall not
                       be entitled to vote or to exercise any right conferred
                       by membership in relation to meetings of the Company in
                       respect of all the shares for the time being registered
                       in the account in the register of members of the Company
                       in respect of which such notice was served;

               (2)     (in circumstances where the holding represents at least
                       0.25% of the issued shares of the relevant class and
                       should the Directors so resolve) the payment of
                       dividends in respect of such shares may be withheld; and

               (3)     (in circumstances where the holding represents at least
                       0.25% of the issued shares of the relevant class and
                       should the Directors so resolve) such holder shall not
                       be entitled to transfer such shares otherwise than
                       pursuant to an arms length sale.

        (C)    For the purposes of this Article a person shall be treated as
               appearing to be interested in any shares if the holder of
               shares has been served a notice pursuant to section 212 of the
               Act and such notice (together with such other notices (if any)
               as shall have been served upon any other persons in respect of
               the shares in question) fails to establish the identities of
               those interested or who have been interested in the shares and
               the Company knows or has reasonable cause to believe that
               someone other than the holder or the persons whose identities
               have been revealed is or has been interested in the shares.

        (D)    For the purposes of this Article "an arms length sale" shall
               mean a sale to an unconnected party under which the beneficial
               ownership of the shares in question passes and shall include
               (but without limitation) a sale through a recognised investment
               exchange (as defined in the Financial Services Act 1986) or
               other recognised market or a sale in connection with acceptance
               of a takeover offer for the Company (as defined in section 14
               of the Company Securities (Insider Dealing) Act 1985).

                                     E7-20

<PAGE>
PROXIES

74.     A proxy need not be a member of the Company.

75.     (A)    Subject to Article 75 (B) a form appointing a proxy shall be in
               writing under the hand of the appointor or his attorney or, if
               the appointor is a corporation, either under its common seal or
               the hand of a duly authorised officer, attorney or other person
               authorised to sign it.

        (B)    Subject to the Act, the Directors may resolve to allow a proxy
               to be appointed by an Electronic Communication (including, but
               not limited to e-mail). The ability to appoint a proxy by an
               Electronic Communication may be subject to such limitations,
               restrictions or conditions as the Directors think fit. In
               particular, but without limitation, the Directors may require
               such evidence as it considers appropriate to decide that the
               appointment of a proxy is effective.

        (C)    In these Articles, "form of proxy" or "proxy form" shall unless
               the context requires otherwise, include any Electronic
               Communication appointing a proxy which is authorised by the
               Directors in accordance with Article 75 (A) and which complies
               with the provision of these presents.

76.     Subject to Article 75 (B) the form of proxy shall be in any usual form
        or in any other form which the Directors may approve. The Directors
        may, if they think fit, but subject always to the provisions of the
        Act, at the Company's expense send out proxy forms whether by post or
        by Electronic Communication to all of the persons entitled to receive
        notice of and to vote at any meeting and shall:

        (1)    send such proxy form with the notice convening the meeting;

        (2)    provide for two-way voting (without prejudice to any right to
               abstain) on all resolutions set out in the notice of meeting;

        (3)    state that a member is entitled to appoint a proxy of his own
               choice and provide a space for insertion of the name of such
               proxy; and

        (4)    state that if the proxy form is returned without an indication
               as to how the proxy should vote on any particular matter, the
               proxy will exercise his discretion as to whether, and if so
               how, he votes.

        Delivery of a form of proxy shall not preclude a member from attending
        and voting in person at the meeting or poll concerned. A member may
        appoint more than one proxy to attend on the same occasion.

77.     (A)    In order for the appointment of a proxy to be valid:

               (1)     in the case of an appointment of a proxy by Electronic
                       Communication in accordance with the provisions of these
                       presents the proxy form, together with the relevant
                       evidence, must be received at the address by the
                       relevant time; or

               (2)     in the case of an appointment of a proxy by any other
                       means in accordance with the provisions of these
                       presents, the form of proxy together with any power of
                       attorney or other written authority under which it is
                       executed or an office or notarially certified copy or
                       copy certified in accordance with the Powers of Attorney
                       Act 1971 of such power or written authority shall be
                       deposited by personal delivery or post at the office or
                       at such other place within the United Kingdom as is
                       specified in the notice convening the meeting or in any
                       form of proxy sent out by the Company in relation to the
                       meeting not less than 48 hours before the time being
                       appointed for holding the meeting or adjourned meeting
                       at which the person named in the form or proxy or other
                       instrument proposes to vote.

               (3)     in the case of a poll taken more than 48 hours after it
                       is demanded, the form of proxy must be delivered as
                       provided for in Article 77 (A) or 77 (B) after the poll
                       has been demanded and not less than 24 hours before the
                       time appointed for the taking of the poll.

               (4)     where the poll is not taken forthwith but is taken not
                       more than 48 hours after it was demanded, the form of
                       proxy must be delivered as provided for in Article 77
                       (A) or 77 (B)
                                     E7-21

<PAGE>
                       to the meeting at which the poll was demanded to the
                       Chairman or to the Secretary or to any Director.

        (B)    A form of proxy which is not deposited or delivered in any such
               manner as provided in Article 77 (A) shall be invalid. No form
               of proxy shall be valid more than 12 months after the date
               stated in it at the date of its execution. When two or more
               valid forms of proxy are delivered in respect of the same share
               for use at the same meeting, the one which was executed last
               shall be treated as replacing and revoking the others as
               regards that share. If the Company is unable to determine which
               was executed last, none of them shall be treated as valid in
               respect of that share.

        (C)    For the purposes of Article 77:

               (1)     for the purpose of appointing a proxy by Electronic
                       Communication, the "address" means the number or address
                       which has been specified by the Company for the purpose
                       of receiving electronic communications appointing
                       proxies;

               (2)     "relevant documents" means the power of attorney or
                       other authority relied on to sign the form or proxy, or
                       a copy of such document certified by a notary or
                       certified in some other way approved by the Directors;

               (3)     "relevant evidence" means all or any evidence required
                       by the Directors in accordance with the provisions of
                       Article 77 (B);

               (4)     "relevant time" shall be:

                       (i)     48 hours before the time appointed for the
                               commencement of the meeting or adjourned meeting
                               at which the person appointed as proxy proposes
                               to vote;

                       (ii)    if the poll is not taken on the same day as the
                               meeting or adjourned meeting, 48 hours before
                               the time appointed for the taking of the poll.

78.     Subject to any contrary direction contained in the form of proxy, a
        proxy may demand, or join in demanding, a poll but does not have any
        further right to speak at the meeting, except with the permission of
        the Chairman. The form of proxy shall be also be deemed to confer
        authority to vote on any amendment of a resolution put to the meeting
        for which it is given as the proxy thinks fit. The form of proxy shall,
        unless it provides to the contrary, be valid for any adjournment of the
        meeting as well as for the meeting to which it relates.

79.     A vote cast by proxy shall not be invalidated by the previous death or
        insanity of the principal or by the revocation of the appointment of
        the proxy or of the authority under which the appointment was made
        provided that no intimation in writing of such death, insanity or
        revocation shall have been received by the Company at the Transfer
        Office at least one hour before the commencement of the meeting or
        adjourned meeting or (in the case of a poll taken otherwise than at or
        on the same day as the meeting or adjourned meeting) the time appointed
        for the taking of the poll at which the vote is cast.

CORPORATIONS ACTING BY REPRESENTATIVES AND REVOCATION OF AUTHORITY

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

81.     A vote given or poll demanded by proxy or by the duly authorised
        representative of a corporation shall be valid notwithstanding the
        previous determination of the authority of the person voting or
        demanding a poll unless notice of the determination was received by the
        Company at the office or at such other place at which the form of proxy
        was duly deposited at the office or, where the proxy was appointed by
        an
                                     E7-22

<PAGE>
        Electronic Communication, at the address, at least three hours before
        the start of the meeting or adjourned meeting at which the vote is
        given or the poll demanded or (in the case of a poll taken otherwise
        than on the same day as the meeting or adjourned meeting) the time
        appointed for taking the poll.

                                     E7-23

<PAGE>
                                    PART IV


DIRECTORS

82.     Subject as hereinafter provided the Directors shall not be less than
        three nor more than 20 in number. The Company may by Ordinary
        Resolution from time to time vary the minimum and maximum number of
        Directors.

83.     No Director shall vacate his office or be ineligible for re-appointment
        as a Director, nor shall any person be ineligible for appointment as a
        Director, by reason only of his having attained any particular age.

84.     There shall be no requirement for Directors to hold shares in the
        Company in order to qualify for appointment as Directors of the
        Company.

85.     Each Director shall be entitled to receive notice of and to attend and
        speak at any General Meeting of the Company and at any separate General
        Meeting of the holders of any class of shares in the capital of the
        Company.

86.     The aggregate fees of the Directors (other than any remuneration
        payable to executive Directors in such capacity) shall not exceed
        (L)100,000 per annum as the Directors may from time to time determine
        or such larger sum as the Company in General Meeting shall from time to
        time determine. The foregoing remuneration may be increased separately
        by the Directors if such increase is solely to meet the cost of any
        value added tax properly payable on such remuneration. The Directors
        may also grant special remuneration to any Director who, being called
        upon, shall perform any special or extra services to or at the request
        of the Company. The Directors shall also be paid out of the funds of
        the Company all their travelling, hotel and other expenses properly
        incurred by them in and about the discharge of their duties.

87.     Any Director who holds any executive office (including for this purpose
        the office of Chairman or Deputy Chairman whether or not such office is
        held in an executive capacity), or who serves on any committee, or who
        otherwise performs services which in the opinion of the Directors are
        outside the scope of the ordinary duties of a Director (including going
        or residing abroad in connection with the conduct of any of the affairs
        of the Company), may be paid such extra remuneration by way of lump
        sum, salary, commission, percentage of profits, or otherwise as the
        Directors may determine.

88.     (A)    A Director may hold any other office or place of profit under
               the Company except that of Auditor in conjunction with the
               office of Director and may act in a professional capacity to
               the Company, and in any such case on such terms as to
               remuneration and otherwise as the Directors may arrange. No
               Director shall be disqualified by his office from contracting
               with the Company either in regard to such other office or place
               of profit or as vendor, purchaser or otherwise, nor subject to
               section 322 of the Act shall any such contract nor any contract
               or arrangement entered into by or on behalf of the Company in
               which any Director shall be in any way interested be avoided,
               nor subject also to section 322 of the Act shall any Director
               so contracting or being interested be liable to account to the
               Company for any profit realised by any such contract or
               arrangement by reason of such Director holding that office or
               of the fiduciary relationship thereby established, provided
               that the nature of his interest shall be disclosed by him in
               accordance with the provisions of the Companies Act 1985.

        (B)    A Director may be or become a director or other officer of, or
               otherwise interested in, any company promoted by the Company or
               in which the Company may be interested as a shareholder or
               otherwise and unless otherwise agreed by such Director, shall
               not be accountable for any remuneration or other benefits
               received by him as a director or officer of, or by virtue of
               his interest in, such other company. The Board may also cause
               the voting power conferred by the shares in any other company
               held or owned by the Company to be exercised in such manner in
               all respects as it thinks fit, including the exercise thereof
               in favour of any resolution appointing the Directors or any of
               them to be directors or officers of such other company or
               voting or providing for the payment or remuneration to the
               directors or officers of such other company.

                                     E7-24

<PAGE>
MANAGING AND EXECUTIVE DIRECTORS

89.     (A)    The Directors may from time to time appoint one or more of
               their body to be Managing Director or joint Managing Directors
               of the Company or to hold such other Executive Office in
               relation to the management of the business of the Company as
               they may decide for such period as they think fit (subject to
               section 319 of the Act), and may, from time to time (subject to
               the provisions of any service contract between him or them and
               the Company and without prejudice to any claim for damages he
               or they may have for breach of any such service contract),
               remove or dismiss him or them from such office and appoint
               another or others in his or their place or places.

        (B)    A Managing Director or such Executive Director shall (subject
               to the provisions of Article 96 hereof and without prejudice to
               any claim for damages any such Managing Director or Executive
               Director may have for breach of any service contract between
               him and the Company) be subject to the same provisions as to
               removal and as to vacation of office as the other Directors of
               the Company and if he ceases to hold the office of Director
               from any cause he shall ipso facto and immediately (but without
               prejudice as aforesaid) cease to be a Managing Director or such
               Executive Director.

90.     The Directors may entrust to and confer upon any Director holding any
        executive office any of the powers exercisable by them as Directors
        upon such terms and conditions and with such restrictions as they think
        fit and either collaterally with or to the exclusion of their own
        powers, and (without prejudice to the terms of any contract entered
        into in any particular case) may from time to time revoke, withdraw,
        alter or vary all or any of such powers.

APPOINTMENT AND RETIREMENT OF DIRECTORS

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

        (i)    If he shall become prohibited by law from acting as a Director.

        (ii)   If he shall resign by writing under his hand left at the Office
               or if he shall in writing offer to resign and the Directors
               shall resolve to accept such offer.

        (iii)  If he shall have a receiving order made against him or in
               Scotland have his estate sequestrated or shall compound with
               his creditors generally.

        (iv)   If in England or elsewhere an order shall be made by any court
               claiming jurisdiction in that behalf on the ground (however
               formulated) of his mental disorder or his becoming a patient
               under the Mental Health Act 1959 for his detention or for the
               appointment of a receiver or other person (by whatever name
               called) to exercise powers with respect to his property or
               affairs.

        (v)    If he be absent from meetings of the Directors for six
               consecutive meetings without leave, and the Directors resolve
               that his office be vacated.

        (vi)   If he becomes prohibited from being a Director pursuant to the
               provisions of the Company Directors Disqualification Act 1986.

92.     At the first Annual General Meeting of the Company all the Directors
        shall retire from office and at the Annual General Meeting in every
        subsequent year one-third of the Directors for the time being (or, if
        their number is not a multiple of three, the number nearest to but not
        greater than one-third) shall retire from office by rotation.

93.     The Directors to retire by rotation shall include (so far as necessary
        to obtain the number required) any Director who wishes to retire and
        not to offer himself for re-election. Any further Directors so to
        retire shall be those of the other Directors subject to retirement by
        rotation who have been longest in office since their last re-election
        or appointment and so that as between persons who became or were last
        re-elected Directors on the same day those to retire shall (unless they
        otherwise agree among themselves) be determined by lot. A retiring
        Director shall be eligible for re-election. The Directors to retire on
        each occasion (both as to number and identity) shall be determined by
        the composition of the Board at the date
                                     E7-25

<PAGE>
        of the Notice convening the Annual General Meeting, and no Director
        shall be required to retire or to be relieved from retiring by reason
        of any change in the number or identity of the Directors after the date
        of such Notice but before the close of the Meeting.

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

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

        (ii)   Where such Director has given notice in writing to the Company
               that he is unwilling to be re-elected.

        (iii)  Where the default is due to the moving of a resolution in
               contravention of the next following Article.

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

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

96.     No person other than a Director retiring at the meeting shall, unless
        recommended by the Directors for election, be eligible for appointment
        as a Director at any General Meeting unless not less than seven nor
        more than thirty days (inclusive of the date on which the notice is
        given) before the date appointed for the meeting there shall have been
        lodged at the office notice in writing, signed by some member (other
        than the person to be proposed) duly qualified to attend and vote at
        the meeting for which such notice is given, of his intention to propose
        such person for election and also notice in writing signed by the
        person to be proposed of his willingness to be elected.

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

98.     The Company may by Ordinary Resolution appoint any person to be a
        Director either to fill a casual vacancy or as an additional Director.
        Without prejudice thereto the Directors shall also have power at any
        time so to do, but so that the total number of Directors shall not
        thereby exceed the maximum number (if any) fixed by or in accordance
        with these presents. Any person so appointed by the Directors shall
        hold office until the next Annual General Meeting and shall then be
        eligible for election, but shall not be taken into account in
        determining the number of Directors who are to retire by rotation at
        such meeting.

ALTERNATE DIRECTORS

99.     (A)    Any Director may at any time by writing under his hand and
               deposited at the Office, or delivered at a meeting of the
               Directors, appoint any person (including another Director) to
               be his alternate Director and may in like manner at any time
               terminate such appointment. Such appointment,
                                     E7-26

<PAGE>
               unless previously approved by the Directors, shall have effect
               only upon and subject to being so approved.

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

        (C)    An alternate Director shall (except when absent from the United
               Kingdom) be entitled to receive notices of meetings of the
               Directors and shall be entitled to attend and vote as a
               Director at any such meeting at which the Director for whom he
               is appointed an alternate is not personally present and
               generally at such meeting to perform all the functions of a
               Director and for the purposes of the proceedings at such
               meeting the provisions of these presents shall apply as if he
               (instead of the Director for whom he is appointed an alternate)
               were a Director. If he shall be himself a Director or shall
               attend any such meeting as an alternate for more than one
               Director an alternate Director shall have one vote for every
               Director he represents in addition to his own, if he is himself
               a Director, and when so acting, where the quorum exceeds two,
               shall be considered as two Directors for the purpose of making
               a quorum.

               If the Director for whom he is appointed an alternate is for
               the time being absent from the United Kingdom or temporarily
               unable to act through ill-health or disability his signature to
               any resolution in writing of the Directors shall be as
               effective as the signature of the Director for whom he is
               appointed an alternate. To such extent as the Directors may
               from time to time determine in relation to any committee of the
               Directors the foregoing provisions of this paragraph shall also
               apply mutatis mutandis to any meeting of any such committee of
               which the Director for whom he is appointed an alternate is a
               member. An alternate Director shall not (save as aforesaid)
               have power to act as a Director nor shall he be deemed to be a
               Director for the purposes of these presents.

        (D)    An alternate Director shall be entitled to contract and be
               interested in and benefit from contracts or arrangements or
               transactions and to be repaid expenses and to be indemnified to
               the same extent mutatis mutandis as if he were a Director but
               he shall not be entitled to receive from the Company any
               remuneration in respect of his appointment except only such
               part (if any) of the remuneration otherwise payable to the
               Director for whom he is appointed an alternate as such Director
               may by notice in writing to the Company from time to time
               direct.

        (E)    An Alternate Director shall be deemed to be an officer of the
               Company, shall alone be responsible to the Company for his own
               acts or defaults and shall not be deemed to be the agent of or
               for the Director appointing him.

MEETINGS AND PROCEEDINGS OF DIRECTORS

100.    Subject to the provisions of these presents the Directors may meet
        together for the despatch of business, adjourn and otherwise regulate
        their meetings as they think fit. At any time any Director may, and the
        Secretary on the requisition of a Director shall, summon a meeting of
        the Directors. Notice of a meeting shall be deemed to be duly given to
        a Director if it is given to him personally or by word of mouth or sent
        in writing to him at his last known address or any other address given
        by him to the Company for this purpose or by any other form of
        Electronic Communication (including, but not limited to, e-mail) sent
        to an electronic address given by him to the Company for this purpose.
        A Director absent or intending to be absent from the United Kingdom may
        request the Board of Directors that notice of a meeting shall during
        his absence be sent in writing to him at his last known address or any
        other address given by him to the Company for this purpose, but in the
        absence of any such request it shall not be necessary to give notice of
        a meeting of Directors to any Director for the time being absent from
        the United Kingdom. Any Director may waive notice of any meeting and
        any such waiver may be retrospective.

101.    The quorum necessary for the transaction of the business of the
        Directors may be fixed from time to time by the Directors and unless so
        fixed at any other number shall be two. A meeting of the Directors at
        which
                                     E7-27

<PAGE>
        a quorum is present shall be competent to exercise all powers and
        discretions for the time being exercisable by the Directors. For the
        purposes of determining whether a quorum is present:-

        (i)    in the case of a resolution agreed by Directors in telephonic
               communications, all such Directors shall be counted in the
               quorum.

        (ii)   in the case of a meeting of Directors, in addition to the
               Directors present at the meeting any Director in telephonic
               communication with such meeting shall be counted in the quorum.

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

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

        (B)    A Director who to his knowledge is in any way, whether directly
               or indirectly, interested in a contract or arrangement or
               proposed contract or arrangement with the Company shall declare
               the nature of his interest at the meeting of the Board at which
               the question of entering into the contract or arrangement is
               first taken into consideration, if he knows his interest then
               exists or in any other case at the first meeting of the Board
               after he knows that he is or has become so interested. A
               general notice to the Board given by a Director to the effect
               that he is a member of a specified company or firm and is to be
               regarded as interested at any contract or arrangement which may
               after the date of the notice be made with such company or firm
               shall be sufficient declaration of interest under this Article
               in relation to any contract or arrangement so made; provided
               that no such notice shall be effective unless either it is
               given at a meeting of the Board or the Director giving the same
               takes reasonable steps to secure that it is brought up and read
               at the next Board Meeting after it is given.

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

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

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

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

               (iv)    Any proposal concerning any other company in which he is
                       interested, directly or indirectly and whether as an
                       officer creditor or shareholder or otherwise howsoever,
                       provided that he is not the holder of or beneficially
                       interested in one per cent. or more of any class of the
                       equity share capital of such company (or of any third
                       company through which his interest is derived) or of the
                       voting rights available to members of the relevant
                       company;

               (v)     Any proposal concerning the adoption, modification or
                       operation of a superannuation fund or retirement
                       benefits scheme, share incentive scheme, share option
                       scheme or any other
                                     E7-28

<PAGE>
                       arrangement to provide benefits under which he may
                       benefit and which has been approved by or is subject to
                       and conditional upon approval by the Board of Inland
                       Revenue for taxation purposes; and

               (vi)    Any proposal concerning the adoption, modification or
                       operation of a share incentive scheme, share option
                       scheme or any other arrangement for the benefit of
                       employees (including full time executive directors of
                       the Company and/or any subsidiary of the Company) which
                       does not accord to any Director as such any privilege or
                       advantage not generally accorded to the employees to
                       whom such scheme or arrangement relates;

               (vii)   Any proposal concerning insurance which the Company is
                       empowered to purchase and/or maintain for or for the
                       benefit of any Directors of the Company or for persons
                       who include Directors of the Company, provided that for
                       the purposes of this sub-paragraph (vii), insurance
                       shall mean only insurance against liability incurred by
                       a Director in respect of any act or omission by him
                       referred to in Article 115A 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.

        (D)    A Director shall not vote or be counted in a quorum on any
               resolution concerning his own appointment as the holder of any
               office or place of profit with the Company or any company in
               which the Company is interested including fixing or varying the
               terms of his appointment or the termination thereof.

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

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

105.    The Directors may elect a Chairman and a Deputy Chairman (or two or
        more Deputy Chairman) and determine the period for which each is to
        hold office. If no Chairman or Deputy Chairman shall have been
        appointed, or if at any meeting neither be present within five minutes
        after the time appointed for holding the same, the Directors present
        may choose one of their number to be Chairman of the meeting.

106.    A resolution in writing signed by all the Directors for the time being
        in the United Kingdom shall be as effective as a resolution duly passed
        at a meeting of the Directors and may consist of several documents in
        the like form, each signed by one or more Directors and may be in any
        form as the Directors determine including Electronic Communication.

107.    The Directors may delegate any of their powers or discretions to
        committees consisting of one or more members of their body and (if
        thought fit) one or more other persons co-opted as hereinafter
        provided. Any committee so formed shall in the exercise of the powers
        so delegated conform to any regulations which may from time to time be
        imposed by the Directors. Any such regulations may provide for or
        authorise the co-option to the committee of persons other than
        Directors and for such co-opted members to have voting rights as
        members of the committee but so that (i) the number of co-opted members
        shall be less than one-half of the total number of members of the
        committee and (ii) no resolution of the committee shall be effective
        unless a majority of the persons present at the meeting are Directors.

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

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

BORROWING POWERS

110.    The board may exercise all powers of the Company to borrow money, to
        give guarantees and to mortgage or charge its undertaking, property and
        assets (present and future) and uncalled capital, and to issue
        debentures and other securities, whether outright or as collateral
        security for any debt, liability or obligation of the Company or of any
        third party.

GENERAL POWERS OF DIRECTORS

111.    The business and affairs of the Company shall be managed by the
        Directors, who may exercise all such powers of the Company as are not
        by the Statutes or by these presents required to be exercised by the
        Company in General Meeting, subject nevertheless to any regulations of
        these presents, to the provisions of the Statutes and to such
        regulations, being not inconsistent with the aforesaid regulations or
        provisions as may be prescribed by Special Resolution of the Company,
        but no regulation so made by the Company shall invalidate any prior act
        of the Directors which would have been valid if such regulation had not
        been made. The general powers given by this Article shall not be
        limited or restricted by any special authority or power given to the
        Directors by any other Article.

112.    (A)    The Directors may establish any local, group or divisional
               boards, agencies or committees for managing any of the affairs
               of the Company, either in the United Kingdom or elsewhere, and
               may appoint any persons to be members of such local group or
               divisional boards, agencies or committees or any managers or
               agents, and may fix their remuneration and may delegate to any
               local, group or divisional board, agency or committee or any of
               them, to fill any vacancies therein, and to act notwithstanding
               vacancies, and any such appointment or delegation may be made
               upon such terms and subject to such conditions as the Directors
               may think fit, and the Directors may remove any person so
               appointed and may annul or vary any such delegation, but not
               person dealing in good faith and without notice of any such
               annulment or variation shall be affected thereby.

        (B)    The Directors may arrange that any branch of the business
               carried on by the Company or any other business in which the
               Company may be interested shall be carried on by or through one
               or more subsidiary companies and they may on behalf of the
               Company make such arrangements as they think advisable for
               taking the profits or bearing the losses of any branch or
               business so carried on or for financing assisting or
               subsidising any such subsidiary company or guaranteeing its
               contracts obligations or liabilities.

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

114.    The Directors may from time to time appoint any person to any office or
        employment having a designation or title including the word "Director"
        or attach to any existing office or employment with the
                                     E7-30

<PAGE>
        Company such a designation or title and may at any time determine any
        such appointment or the use of any such designation or title. The
        inclusion of the word "Director" in the designation or title of any
        such office or employment with the Company shall not imply that the
        holder thereof is a Director of the Company nor shall such holder
        thereby be empowered in any respect to act as a Director of the Company
        or be deemed to be a Director for any of the purposes of these
        presents.

115.    (i)    The Directors may give or award pensions, annuities, gratuities
               and superannuation or other allowances or benefits to any
               persons who are or have at any time been Directors of or
               employed by or in the service of the Company or of any company
               which is a subsidiary company of or allied or associated with
               the Company or any such subsidiary and to the wives, widows,
               children and other relatives and dependants of any such persons
               and may establish, maintain, support, subscribe to and
               contribute to all kinds of schemes, trusts and funds for the
               benefit of such persons as are hereinbefore referred to or any
               of them or any class of them and so that any Director shall be
               entitled to receive and retain for his own benefit any such
               pension, annuity, gratuity, allowance or other benefit (whether
               under any such fund or scheme or otherwise).

        (ii)   The Directors may establish and subsidise or subscribe to any
               institutions, associations, clubs or funds calculated to be for
               the benefit of or to advance the interests and well being of
               the Company or of any other company as aforesaid or of any such
               persons as aforesaid and make payments for or towards the
               insurance of any such persons as aforesaid, and subscribe or
               guarantee money for charitable or benevolent objects or for any
               exhibition or for any public, general or useful object.

        (iii)  The Directors may do any of the matters aforesaid either above
               or in conjunction with any such other company as aforesaid.

116.    A      Without prejudice to the provisions of Article 103(C)(vii), the
               Directors shall have power to purchase and maintain insurance
               for, or for the benefit of, any persons who are or were at any
               time Directors, officers, employees or auditors of the Company,
               or of any other undertaking which is (a) a parent undertaking
               of the Company or (b) a subsidiary undertaking of the Company
               or of such parent undertaking or (c) otherwise allied to or
               associated with the Company or any such parent undertaking or
               subsidiary undertaking or in which the Company or such parent
               undertaking or subsidiary undertaking has any interest whether
               directly or indirectly or who are or were at any time trustees
               of any retirement benefits scheme or employees' share scheme in
               which employees of the Company or of any such other undertaking
               are interested, 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 their duties, powers or offices in relation to
               the Company or any such other undertaking, retirement benefits
               scheme or employees' share scheme.

117.    Subject to and to the extent permitted by the Statutes, the Company, or
        the Directors on behalf of the Company may cause to be kept in any
        territory a branch register of members resident in such territory and
        the Directors may make and vary such regulations as they think fit
        respecting the keeping of any such register.

118.    All cheques, promissory notes, drafts, bills of exchange and other
        negotiable or transferable instruments and all receipts of moneys paid
        to the Company, shall be signed, drawn, accepted, endorsed or otherwise
        executed, as the case may be, in such manner as the Directors shall
        from time to time by resolution determine.

                                     E7-31

<PAGE>
                                     PART V


RESERVES, DIVIDENDS AND CAPITALISATION OF PROFITS

RESERVES

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

DIVIDENDS

120.    Subject to the Statutes, the Company may by Ordinary Resolution declare
        dividends but no such dividends shall exceed the amount recommended by
        the Directors.

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

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

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

124.    Subject to the provisions of the Statutes, where any asset, business or
        property is acquired by the Company as from a past date the profits and
        losses arising therefrom as from such date may at the discretion of the
        Directors in whole or in part be carried to revenue account and treated
        for all purposes as profits or losses of the Company. Subject as
        aforesaid, if any shares or securities are purchased cum dividend or
        interest, such dividend or interest may at the discretion of the
        Directors be treated as revenue and it shall not be obligatory to
        capitalise the same or any part thereof.

125.    (A)    The Directors may retain any dividend or other moneys payable
               on or in respect of a share on which the Company has a lien and
               may apply the same in or towards satisfaction of the debts,
               liabilities or engagements in respect of which the lien exists
               and may further deduct from any dividend all sums of money (if
               any) presently payable by a member to the Company on account of
               calls or otherwise in relation to shares of the Company.

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

        (C)    The Directors may withhold payment of dividends payable upon
               shares in respect of which the holder or other person appearing
               to be interested therein for the purposes of Article 73 hereof
               has failed to comply with the statutory disclosure requirements
               under the terms of Article 74 provided that this restriction
               shall cease to be applicable following the earlier of (i)
               compliance with the statutory disclosure requirements and (ii)
               transfer of the shares pursuant to an arms length sale as
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<PAGE>
               defined in Article 73(D) and any dividend monies then retained
               thereon shall be paid in accordance with Article 127 hereof to
               the person appearing to the Company to be entitled thereto.

126.    The waiver in whole or in part of any dividend on any share by any
        document (whether or not under seal) shall be effective only if such
        document is signed by the holder thereof (or the person becoming
        entitled to the share in consequence of the death, bankruptcy or mental
        disorder of the holder or by operation of law or any other event) and
        delivered to the Company and if or to the extent that the same is
        accepted as such or acted upon by the Company.

127.    The payment by the Directors of any unclaimed dividend or other moneys
        payable on or in respect of a share into a separate account shall not
        constitute the Company a trustee in respect thereof and any dividend
        unclaimed after a period of twelve years from the date of declaration
        of such dividend shall be forfeited and shall revert to the Company.

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

        (B)    Subject to Part VIII of the Act the Company may upon the
               recommendation of the Directors by Ordinary Resolution declare
               that any surplus moneys in the hands of the Company
               representing capital profits arising from the receipt of moneys
               received or recovered in respect of or arising from the
               realisation of and capital assets of the Company or any
               investment representing the same and not required for the
               payment or provision of any fixed dividend instead of being
               applied in the purchase of other capital assets or for other
               capital purposes be distributed amongst the ordinary
               shareholders on the footing that they receive the same as
               capital in the shares and proportions in which they would have
               been entitled to receive the same if it had been distributed by
               way of dividend: Provided always that no such profit as
               aforesaid shall be so distributed unless there shall remain in
               the hands of the Company a sufficiency of other assets to
               answer in full the whole of the liabilities and paid up share
               capital of the Company for the time being.

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

130.    If two or more persons are registered as joint holders of any share or
        are entitled jointly to a share in consequence of the death, bankruptcy
        or mental disorder of the holder or by operation of law or any other
        event any one of them may give effectual receipts for any dividend or
        other money payable or property distributable on or in respect of the
        share.

131.    Any resolution declaring a dividend on shares of any class, whether a
        resolution of the Company in General Meeting or a resolution of the
        directors, may specify that the same shall be payable to the persons
        registered as the holders of such shares at the close of business on a
        particular date, notwithstanding that it
                                     E7-33

<PAGE>
        may be a date prior to that on which the resolution is passed and
        thereupon the dividend shall be payable to them in accordance with
        their respective holdings so registered but without prejudice to the
        rights inter se in respect of such dividend of transferors and
        transferees of any such shares.

SCRIP DIVIDENDS

132.    Subject to approval by the Company at any Annual General Meeting the
        Directors may, in respect of any dividend declared or proposed to be
        declared at that Annual General Meeting or at any time prior to the
        next following Annual General Meeting (and provided that an adequate
        number of unissued ordinary shares are available for the purpose),
        determine and announce, prior to or contemporaneously with their
        announcement of the dividend in question and any related information as
        to the Company's profits for such financial period or part thereof,
        that ordinary shareholders will be entitled to elect to receive in lieu
        of such dividend (or part thereof) an allotment of additional ordinary
        shares credited as fully paid. In any such case the following
        provisions shall apply:-

        (A)    The basis of allotment shall be determined by the Directors so
               that as nearly as may be considered convenient, the value
               (calculated by reference to the average quotation) of the
               additional ordinary shares (including any fractional
               entitlement) to be allotted in lieu of any amount of dividend
               shall equal such amount. For such purpose the "average
               quotation" of an ordinary share shall be the average of the
               middle market quotations on The Stock Exchange as shown in the
               Daily Official List on each of the first five business days on
               which the ordinary shares are quoted ex the relevant dividend.

        (B)    The Directors shall give notice in writing to the ordinary
               shareholders of the right of election accorded to them and
               shall send with or following such notice forms of election and
               specify the procedure to be followed and the place at which the
               latest date and time by which duly completed forms of election
               must be lodged in order to be effective.

        (C)    The dividend (or that part of the dividend in respect of which
               a right of election has been accorded) shall not be payable on
               ordinary shares in respect whereof the share election has been
               duly exercised ("the elected ordinary shares") and in lieu
               thereof additional shares shall be allotted to the holders of
               the elected ordinary shares on the basis of allotment
               determined as aforesaid and for such purpose the Directors
               shall capitalise, out of such of the sums standing to the
               credit of reserves (including any share premium account or
               capital redemption reserve fund) or profit and loss account of
               the Company as the directors may determine a sum equal to the
               aggregate nominal amount of additional ordinary shares to be
               allotted on such basis and apply the same in paying up in full
               the appropriate number of unissued ordinary shares for
               allotment and distribution to and amongst the holders of the
               elected ordinary shares on such basis.

        (D)    The additional ordinary shares so allotted shall rank pari
               passu in all respects with the fully paid ordinary shares then
               in issue save only as regards participation in the relevant
               dividend (or share election in lieu).

        (E)    The Directors may do all acts and things considered necessary
               or expedient to give effect to any such capitalisation with
               full power to the Directors to make such provisions as they
               think fit in the case of shares becoming distributable in
               fractions (including provisions whereby, in whole or in part,
               fractional entitlements are disregarded or rounded up or the
               benefit of fractional entitlements accrues to the Company
               rather than to the members concerned). The Directors may
               authorise any person to enter on behalf of all the members
               interested into an agreement with the Company providing for
               such capitalisation and matters incidental thereto and any
               agreement made under such authority shall be effective and
               binding on all concerned.

        (F)    The Directors may on any occasion determine that rights of
               election shall not be made available to any ordinary
               shareholders with registered addresses in any territory where
               in the absence of a registration statement or other special
               formalities the circulation of an offer of rights of election
               would or might be unlawful and in such event the provisions
               aforesaid shall be read and construed subject to such
               determination.

                                     E7-34

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CAPITALISATION OF PROFITS

133.    (A)    The Company may, upon the recommendation of the Directors, at
               any time and from time to time pass an Ordinary Resolution to
               the effect that it is desirable to capitalise all or any part
               of the amount for the time being standing to the credit of any
               reserve or fund which is available for distribution or to the
               credit of any share premium account or any capital redemption
               reserve and accordingly that such amount be set free for
               distribution among the members or any class of members who
               would be entitled thereto if distributed by way of dividend and
               in the same proportions, on the footing that the same be not
               paid in cash but be applied either in or towards paying up the
               amounts for the time being unpaid on any shares in the Company
               held by such members respectively or in payment up in full of
               unissued shares debentures or other obligations of the Company,
               to be allotted and distributed credited as fully paid among
               such members, or partly in one way and partly in the other and
               the Board shall give effect to such resolution, provided that,
               for the purposes of this Article, a share premium account and a
               capital redemption reserve may be applied only in the paying up
               of unissued shares to be allotted to such members credited as
               fully paid.

        (B)    The Company may, upon the recommendation of the Directors, at
               any time and from time to time pass an Ordinary Resolution to
               the effect that it is desirable to capitalise all or any part
               of any amount for the time being standing to the credit of the
               Company's reserve accounts or to the credit of the profit and
               loss account which is not available for distribution by
               applying such sum in the paying up in full of unissued shares
               to be allotted as fully paid shares by way of capitalisation to
               the members or any class of members who would have been
               entitled to that sum if it were distributed by way of dividend,
               and in the same proportions, and the Directors shall give
               effect to such resolution.

134.    Where any difficulty arises in regard to any distribution under the
        last preceding Article the Directors may settle the same as they think
        expedient and in particular may issue fractional certificates or
        authorise any person to sell and transfer any fractions or may resolve
        that the distribution should be as nearly as may be practicable in the
        correct proportion but not exactly so or may ignore fractions
        altogether, and may determine that cash payments shall be made to any
        members in order to adjust the rights of all parties, as may seem
        expedient to the Directors. The Directors may appoint any person to
        sign on behalf of the persons entitled to participate in the
        distribution any contract necessary or desirable for giving effect
        thereto and such appointment shall be effective and binding upon the
        members.

                                     E7-35

<PAGE>
                                    PART VI


GENERAL

SECRETARY

135.    The Secretary shall be appointed by the Directors on such terms and for
        such period as they may think fit. Any Secretary so appointed may at
        any time be removed from office by the Directors, but without prejudice
        to any claim for damages for breach of any contract of service between
        him and the Company. If thought fit two or more persons may be
        appointed as Joint Secretaries. The Directors may also appoint from
        time to time on such terms as they think fit one or more Assistant
        Secretaries.

136.    A provision of the Statutes or these presents requiring or authorising
        a thing to be done by or to a Director and the Secretary shall not be
        satisfied by it being done by or to the same person acting as Director
        and as, or in the place of the Secretary.

THE SEAL

137.    (A)    The Directors shall provide for the safe custody of the Seal
               and the Securities Seal (if any) and neither shall be used
               without the authority of the Directors or of a committee
               authorised by the Directors in that behalf.

        (B)    Every instrument to which the seal shall be affixed shall be
               signed autographically by one Director and the Secretary or by
               two Directors save that as regards any certificates for shares
               or debentures or other securities of the Company the Directors
               may by resolution determine that such signatures or either of
               them shall be dispensed with or affixed by some method or
               system of mechanical signatures.

        (C)    The Securities Seal shall be used only for sealing securities
               issued by the Company and documents creating or evidencing
               securities so issued. Any such securities or documents sealed
               with the Securities Seal shall not require to be signed.

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

AUTHENTICATION OF DOCUMENTS

139.    Any Director or the Secretary or any person appointed by the Directors
        for the purpose shall have power to authenticate any documents
        affecting the constitution of the Company and any resolutions passed by
        the Company or the Directors or any committee and any books, records,
        documents and accounts relating to the business of the Company, and to
        certify copies thereof or extracts therefrom as true copies or
        extracts; and if any books, records, documents or accounts are
        elsewhere than at the office the local manager or other officer of the
        company having the custody thereof shall be deemed to be a person
        appointed by the Directors as aforesaid. A document purporting to be a
        copy of a resolution, or an extract from the minutes of a meeting, of
        the Company or of the Directors or any committee which is certified as
        aforesaid shall be conclusive evidence in favour of all persons dealing
        with the Company upon the faith thereof that such resolution has been
        duly passed or, as the case may be, that such minute or extract is a
        true and accurate record of proceedings at a duly constituted meeting.

ACCOUNTS

140.    Once at least in every year the Directors shall lay before the Company
        in General Meeting a profit and loss account giving a true and fair
        view of the profit or loss of the Company for the financial year to
        which it relates and a balance sheet giving a true and fair view of the
        state of affairs of the Company as at the date to which the profit and
        loss account is made up being a date not more than seven months before
        the date of the meeting. If the Company shall be a holding company as
        defined by the Statutes there shall with the said profit loss account
        and balance sheet also (except insofar as the Statutes otherwise
        permit) be laid before the Company in General Meeting a consolidated
        balance sheet dealing with the state of affairs at the end of the
        financial year of the Company and its then subsidiaries. The Directors
        shall in preparing
                                     E7-36

<PAGE>
        every such profit and loss account and balance sheet and consolidated
        profit and loss account be and consolidated balance sheet have regard
        to the provisions of the Statutes applicable thereto.

141.    Every such balance sheet, profit and loss account, consolidated balance
        sheet and consolidated profit and loss account, shall be signed in such
        manner as may be required by the Statute. There shall also be attached
        to the balance sheet a report by the Directors with respect to such
        matters as are by the Statute required to be dealt with therein.

142.    (A)    Accounting records sufficient to show and explain the Company's
               transactions and otherwise complying with the Statutes shall be
               kept at the office, or at such other place as the Directors
               think fit, and shall always be open to inspection by the
               officers of the Company. Subject as aforesaid no member of the
               Company or other person shall have any right of inspecting any
               account or book or document of the Company except as conferred
               by statute or as ordered by a court of competent jurisdiction
               or as authorised by the Directors or the Company in General
               Meeting.

        (B)    Save as may be necessary for complying with the provisions of
               the Statutes or as the Company may by Extraordinary Resolution
               otherwise resolve, the Directors shall not be bound to publish
               any list or particulars of the securities or investments held
               by the Company nor to give any information with reference to
               the same to any member.

143.    A printed copy of the directors report and of every balance sheet and
        profit and loss account which is to be laid before a General Meeting of
        the Company (including every document required by law to be comprised
        therein or attached or annexed thereto) shall not less than twenty-one
        days before the date of the meeting be delivered or sent to every
        member of and every holder of debentures of, the Company and to every
        other person who is entitled to receive notice of meetings from the
        Company under the provisions of the Statutes or of these presents.
        Provided that this Article shall not require a copy of these documents
        to be sent to more than one of joint holders or to any person of whose
        address the Company is not aware, but any member or holder of
        debentures to whom a copy of these documents has not been sent shall be
        entitled to receive a copy free of charge on application at the Office.
        If all or any of the shares or debentures of the Company shall for the
        time being be listed on The Stock Exchange, there shall be forwarded to
        the appropriate officer of The Stock Exchange such number of copies of
        such documents as may for the time being be required under its
        regulations or practice.

AUDITORS

144.    (A)    Auditors shall be appointed and their duties regulated in
               accordance with the provisions of the Statutes.

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

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

NOTICES

146.    Any notice or document (including a share certificate) may be served on
        or delivered to any member by the Company either personally or by
        sending it through the post in a prepaid cover addressed to such member
        at his registered address, or (if he has no registered address within
        the United Kingdom) to the address, if any, within the United Kingdom
        supplied by him to the Company as his address for the service of
        notices, or by delivering it to such address addressed as aforesaid
        (except in the case of a share certificate and only when the member has
        agreed to the sending of notices or other documents by Electronic
        Communication) by any other form of Electronic Communication (including
        but not limited to e-mail) sent to an electronic address given by the
        member to the Company for the purposes of delivering such notice or
        other document; or (subject to and in accordance with the provisions of
        Article 47) by
                                     E7-37

<PAGE>
        publishing such notice or other document on a website. In the case of a
        member registered on a branch register any such notice or document may
        be posted either in the United Kingdom or in the territory in which
        such branch register is maintained. Where a notice or other document is
        served or sent by post, service or delivery shall be deemed to be
        effected at the expiration of twenty-four hours (or, where second class
        mail is employed, forty-eight hours) after the time when the cover
        containing the same is posted and in proving such service or delivery
        it shall be sufficient to prove that such cover was properly addressed,
        stamped and posted. Where a notice or other document is given by any
        other form of Electronic Communication it shall be deemed to be served
        or delivered 48 hours after the Electronic Communication was sent and,
        in proving such service, it shall be sufficient to produce a
        confirmation setting out either the total number of recipients sent to
        or each recipient to whom the message was sent or if given by
        publishing such notice or other document on a website in accordance
        with the provisions of this Article shall be deemed to be served or
        delivered when the notice required by this Article however sent, shall
        be deemed to be served in accordance with the provisions of this
        Article 145.

147.    Subject to the provisions of the Act, a notice or other document may be
        served on, or delivered to, a member by the Company publishing such
        notice or other document on a website to which such member has access,
        provided that:

        (1)    the Company and the relevant member have agreed that, instead
               of the Company sending notices or other documents to the
               member, such member will access them on a website;

        (2)    the notice or other document actually published on the website
               is a notice or document to which the agreement referred to in
               Article 146 (1) applies;

        (3)    the member is notified, in a manner for the time being agreed
               for the purpose between the member and the Company and in
               accordance with the provisions of the Act; of

               (i)     the publication of the notice or other document on a
                       website;

               (ii)    the address of that website;

               (iii)   the place on such website where the notice or other
                       document may be accessed and how it may be accessed; and

               (iv)    the period of time for which the documents will be
                       available on the website, which (in the case of a notice
                       of a meeting and accompanying documents) must be for a
                       period of not less than 21 days from the date of
                       notification or, if later, until the conclusion of any
                       general meeting to which the documents relate; and

        (4)    the notice or other document is published on that website
               throughout the period referred to in Article 146 (3) (iv).
               However, if the documents are published on that website for a
               part but not all of such period, the notice or document will be
               treated as published throughout that period if the failure to
               publish the notice or other document throughout the period is
               attributable to circumstances which it would not be reasonable
               to have expected the Company to prevent or avoid.

148.    Anyone can serve any summons, notice, order or other document on the
        Company or any officer of the Company:

        (i)    by posting it in a letter (with postage paid) to the Company or
               any officer of the Company at the office;

        (ii)   by delivering it to that address; or

        in any other manner prescribed by these presents for the serving of
        notice on, or the delivery of documents to, a member by the Company, or
        as may from time to time be agreed between the Company and the person
        so serving any such document as an effective manner of service.

                                     E7-38

<PAGE>
149.    Any notice given to that one of the joint holders of a share whose name
        stands first in the Register or Members in respect of the share shall
        be sufficient notice to all the joint holders in their capacity as
        such. For such purposes a joint holder having no registered address in
        the United Kingdom and not having supplied an address in the United
        Kingdom for the service of notices shall be disregarded.

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

151.    A member who (having no registered address within the United Kingdom)
        has not supplied to the Company an address within the United Kingdom
        for the service of notices shall not be entitled to receive notices
        from the Company.

152.    If at any time by reason of the suspension or curtailment of postal
        services within the United Kingdom the Company is unable effectively to
        convene a General Meeting by notices sent through the post, a General
        Meeting may be convened by a notice advertised on the date the notice
        was to have been so sent in at least two leading national daily
        newspapers and such notice shall be deemed to have been duly served on
        all members entitled thereto at noon on the day when the advertisement
        appears. In any such case the Company shall send confirmatory copies of
        the notice by post if at least forty-eight hours prior to the meeting
        the posting of notices to addresses throughout the United Kingdom again
        becomes practicable.

153.    Nothing in any of the preceding five Articles shall affect any
        requirement of the Statutes that any particular offer, notice or other
        document be served in any particular manner.

154.    Every person who by operation of law, transfer or other means shall
        have become entitled to any share shall be bound by every notice in
        respect of such share which, previously to his name and address being
        entered in the Register of Members shall have been duly given to the
        person from whom he derives his title to such share other than notice
        given under Article 73 or under the provisions of section 212 of the
        Act.

MINUTES

155.    The Directors shall cause minutes to be made of the following matters,
        namely:-

        (i)    of all appointments of officers and Committees made by the
               Directors and of their salary or remuneration;

        (ii)   of the names of Directors present at every meeting of the Board
               or of Committees of Directors and all business transacted at
               such meetings; and

        (iii)  of all orders, resolutions and proceedings of all General
               Meetings and of the Directors and Committees of Directors.

        Any such minute as aforesaid, if purporting to be signed by the
        Chairman of the meeting at which the proceedings were held or by the
        Chairman of the next succeeding meeting, shall be receivable as prima
        facie evidence of the matters stated in such minutes without any
        further proof.
                                     E7-39

<PAGE>
156.    The Company shall keep and make available for inspection:-

        (i)    as required by section 318 of the Act copies and/or memoranda
               of the Directors' service contracts;

        (ii)   as required by section 325 of the Act a register of the
               Directors' interests in shares or debentures of the Company or
               any other body corporate being the Company's subsidiary or
               holding company or a subsidiary of the Company's holding
               company, which register shall be produced and remain open at
               each Annual General Meeting;

        (iii)  all such registers and reports as the Company is required to
               keep under Part VI of the Act; and

        (iv)   as required by section 401 of the Act a register of all
               mortgages and charges affecting the property of the Company.

UNTRACED MEMBERS

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

               (i)     for a period of twelve years, being a period during
                       which at least 3 dividends in respect of the shares in
                       question have become payable, no cheque or warrant sent
                       by the Company through the post in a pre-paid letter
                       addressed to the member or to the person entitled by
                       transmission to the share stock or debenture or loan
                       stock at his address on the Register or the last known
                       address given by the member or the person entitled by
                       transmission to which cheques and warrants are to be
                       sent has been cashed and no communication has been
                       received by the Company from the member or the person
                       entitled by transmission; and

               (ii)    the Company has at the expiration of the said period of
                       twelve years given notice by advertisement in both a
                       national daily newspaper and in a newspaper circulating
                       in the area in which the address referred to in
                       paragraph A(i) of this Article is located of its
                       intention to sell such share, stock or debenture or loan
                       stock; and

               (iii)   the Company has not during the further period of three
                       months following the publication of the said
                       advertisements or following the later publication if the
                       two advertisements are published on different dates and
                       prior to the exercise of the power of sale received any
                       communication from the member or person entitled by
                       transmission; and

               (iv)    the Company has given notice in writing to the
                       Quotations Department of The Stock Exchange of its
                       intention to sell such share, stock or debenture or loan
                       stock.

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

                                     E7-40

<PAGE>
WINDING-UP

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

159.    If the Company shall be wound up (whether the liquidation is voluntary,
        under supervision, or by the court) the Liquidator may, with the
        authority of an Extraordinary Resolution and subject to any provision
        sanctioned in accordance with the provisions of the Act, divide among
        the members in specie or kind the whole or any part of the assets of
        the Company and whether or not the assets shall consist of property of
        one kind or shall consist of properties of different kinds, and may for
        such purpose set such a value as he deems fair upon any one or more
        class or classes of property and may determine how such division shall
        be carried out as between the members or different classes of members.
        The Liquidator may, with the like authority, vest any part of the
        assets in trustees upon such trusts for the benefit of members as the
        Liquidator with the like authority shall think fit, and the liquidation
        of the Company may be closed and the Company dissolved, but so that no
        contributory shall be compelled to accept any shares or other property
        in respect of which there is a liability. The Liquidator may make any
        provision referred to in, and sanctioned in accordance with, the
        provisions of Section 719 of the Act.

160.    The power of sale of a liquidator shall include a power to sell wholly
        or partially for shares as debentures or other obligations of another
        company, either then already constituted or about to be constituted for
        the purpose of carrying out the sale.

161.    If the Company shall be wound up, the surplus assets remaining after
        payment of all creditors shall be divided among the members in
        proportion to the capital which at the commencement of the winding up
        is paid up or ought to have been paid up on the shares held by them
        respectively and if such surplus assets shall be insufficient to repay
        the whole of the paid-up capital, they shall be distributed so that, as
        nearly as may be the losses shall be borne by the members in proportion
        to the capital paid up or which ought to have been paid up, at the
        commencement of the winding up on the shares held by them respectively.
        But this Article is to be subject to the rights attached to any shares
        which may be issued on special terms or conditions.

INDEMNITY

162.    Subject to the provisions of and so far as may be permitted by the
        Statutes, every Director, Auditor, Secretary or other Officer of the
        Company shall be entitled to be indemnified by the Company against all
        costs, charges, losses, expenses and liabilities incurred by him in the
        execution and discharge of his duties or in relation thereto including
        any liability incurred by him in defending any proceedings, civil or
        criminal, which relate to anything done or omitted or alleged to have
        been done or omitted by him as an officer or employee of the Company
        and in which judgment is given in his favour (or the proceedings
        otherwise disposed of without any finding or admission of any material
        breach of duty on his part) or in which he is acquitted or in
        connection with any application under any statute for relief from
        liability in respect of any such act or omission in which relief is
        granted by the court.

                                     E7-41

<PAGE>

<TABLE>
<CAPTION>
<S>                               <C>
--------------------------------------------------------------------------------
                       Names and addresses of Subscribers
--------------------------------------------------------------------------------
1.  For and on behalf of
    Instant Companies Limited
    2 Baches Street
    London N1 6UB
2.  For and on behalf of
    Swift Incorporations
    Limited
    2 Baches Street
    London N1 6UB
--------------------------------------------------------------------------------
</TABLE>


Dated this 2nd day of May 1990

Witness to the above Signatures:-                Terry Jayne
                                                        2 Baches Street
                                                        London N1 6UB

                                     E7-42