<PAGE>   1
                                                               Exhibit 4.(a)(xv)


                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                     - OF -

                         RED-M (COMMUNICATIONS) LIMITED

                                   NO 03985301

                      (ADOPTED BY SPECIAL RESOLUTION PASSED

                               ON 12TH APRIL 2001)








                           Reynolds Porter Chamberlain
                                Chichester House

                              278-282 High Holborn
                                 London WC1V 7HA

                              Ref: MGF/TRA/APA1.2


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                        TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
1. PRELIMINARY............................................................   322
2. GENERAL MEETINGS.......................................................   325
3. ACCOUNTS AND ANNUAL GENERAL MEETINGS...................................   328
4. SHARE CAPITAL..........................................................   328
5. VARIATION OF RIGHTS....................................................   336
6. ALTERATION OF SHARE CAPITAL............................................   337
7. PURCHASE OF OWN SHARES.................................................   338
8. SUBSCRIPTION RIGHTS....................................................   338
9. LIEN...................................................................   339
10. CALLS ON SHARES AND FORFEITURE........................................   339
11. TRANSFER OF SHARES....................................................   341
12. COMPULSORY TRANSFERS..................................................   350
13. TRANSMISSION OF SHARES................................................   353
14. DIRECTORS.............................................................   354
15. ALTERNATE DIRECTORS...................................................   354
16. POWERS OF DIRECTORS...................................................   355
17. DELEGATION OF DIRECTORS' POWERS.......................................   355
18. PROCEEDINGS OF DIRECTORS..............................................   355
19. BORROWING POWERS......................................................   358
20. DISQUALIFICATION AND REMOVAL OF DIRECTORS.............................   359
21. REMUNERATION OF DIRECTORS.............................................   359
22. DIRECTORS' EXPENSES...................................................   359
23. DIRECTORS' APPOINTMENTS AND INTERESTS.................................   360
24. DIRECTORS' GRATUITIES AND PENSIONS....................................   362
25. SECRETARY.............................................................   362
26. MINUTES...............................................................   362
27. SHARE CERTIFICATES....................................................   362
28. SEAL..................................................................   363
29. DIVIDENDS.............................................................   363
30. CAPITALISATION OF PROFITS.............................................   364
31. NOTICES...............................................................   365
32. WINDING UP............................................................   365
33. INDEMNITY.............................................................   360
</TABLE>


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                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                     - OF -

                          RED-M COMMUNICATIONS LIMITED

                                   NO 03985301

                      (ADOPTED BY SPECIAL RESOLUTION PASSED

                               ON 12TH APRIL 2001)



1.        PRELIMINARY

1.1       In these Articles, unless the context requires
          otherwise:

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

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

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

          "ANNUAL PLAN" means the Group operating plan and financial budget
          (including inter alia annual revenue and capital expenditure budgets)
          to be prepared for each financial year agreed between the Company,
          Initial Investors and Madge;

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

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

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

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


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

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

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

          "CLEAR DAYS" means, in relation to the period of a notice, that period
          excluding the day when the notice is given or deemed to be given and
          the day for which it is given or on when it is to take effect;

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

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

          "$" means US dollars;

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

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

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

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

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

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

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


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

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

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

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

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

          "OFFICE" means the registered office of the Company;

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

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

          "PROFIT LINE" means the EBIT line in the Company consolidated
          financial statement as the same is agreed between the Initial
          Investors and Madge prior to the date of adoption of these Articles;

          "REVENUE LINE" means the line in the Company consolidated financial
          statement termed revenues as the same is agreed between the Initial
          Investors and Madge prior to the date of adoption of these Articles;

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

          "SEAL" means the common seal of the Company;

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

          "SERIES A CONDITIONAL VOTING SHARES" means the Series A Conditional
          Voting Shares of $1 each in the capital of the Company having the
          rights and restrictions set out in Article 4.2;


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          "SERIES A CONVERTIBLE PREFERRED SHARES" means the Series A Conditional
          Voting Shares and the Series A Voting Shares;

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

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

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

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

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

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

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

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

2.        GENERAL MEETINGS

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

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

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

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

          2.3.2     in the case of any other meeting by a majority in number of
                    the members having a right to attend and vote being a
                    majority together holding not


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                    less than ninety-five per cent in nominal value of the
                    shares giving that right.

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

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

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

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

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

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

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


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          of the adjourned meeting and the general nature of the business to be
          transacted. Otherwise it shall not be necessary to give any such
          notice.

2.10      A resolution in writing executed by or on behalf of each member who
          would have been entitled to vote upon it if it had been proposed at a
          general meeting at which he was present shall be as effectual as if it
          had been passed at a general meeting duly convened and held and may
          consist of several instruments in the like form each executed by or on
          behalf of one or more members. With respect to any such resolution in
          writing as is referred to in this Article 2.10, in the case of a
          corporation which holds a share, the signature of any Director or the
          Secretary thereof shall be sufficient for the purposes of this Article
          and regulation 53 of Table A shall be modified accordingly.

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

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

          2.12.1    by the chairman; or

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

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

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

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

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


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

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

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

3.        ACCOUNTS AND ANNUAL GENERAL MEETINGS

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

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

4.        SHARE CAPITAL

4.1       The authorised share capital of the Company at the date of the
          adoption of these Articles is $50 million divided into: 25,000,000
          Ordinary Shares of $1 each, 12,500,000 Series A Voting Shares of $1
          each and 12,500,000 Series A Conditional Voting Shares of $1 each.

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

          4.2.1    INCOME:

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


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          4.2.2    CAPITAL: GENERAL

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

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

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

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

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

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

          4.2.3    REDEMPTION:  SERIES A CONVERTIBLE PREFERRED SHARES

                   (a)       At the option of the holders of a majority of the
                             Series A Convertible Preferred Share, the Series A
                             Convertible Preferred Shares shall be redeemed at a
                             price equal to the subscription price (including
                             any premium), whereupon they shall be redeemed in
                             three tranches (on an annual basis) from March 2006
                             by giving not less than 30 days written


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                             notice to the Company (such notice being deemed to
                             be irrevocable) specifying the number of Series A
                             Convertible Preferred Shares to be redeemed such
                             number either being a multiple of 100,000 or the
                             balance of the Series A Convertible Preferred
                             Shares then in issue.

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

          4.2.4    REDEMPTION: PROVISIONS APPLICABLE TO SERIES A CONVERTIBLE
                   PREFERRED SHARES

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

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

                   (b)       There shall be paid on the redemption of each
                             Series A Convertible Preferred Share the
                             subscription price (including any premium). The
                             receipt of the registered


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<PAGE>   12
                             holder for the time being of any Series A
                             Convertible Preferred Shares so redeemed or in the
                             case of joint registered holders the receipt of any
                             of them for money payable on redemption thereof
                             shall constitute an absolute discharge to the
                             Company in respect thereof.

                   (c)       If any holder of Series A Convertible Preferred
                             Shares whose shares are liable to be redeemed under
                             this Article 4.2.4 shall fail or refuse to deliver
                             up the certificate for his shares the Company may
                             retain the redemption monies until delivery up of
                             the certificate or of any indemnity in respect
                             thereof reasonably satisfactory to the Company and
                             shall within seven days thereafter pay the
                             redemption monies to the shareholders. No holder of
                             Series A Convertible Preferred Shares shall have
                             any claim against the Company in respect of
                             interest on monies retained pursuant to this
                             Article 4.2.4(c).

          4.2.5    CONVERSION: SERIES A CONVERTIBLE PREFERRED SHARES

                   (a)       At any time (and from time to time), the holders of
                             the majority of the Series A Convertible Preferred
                             Shares may elect as a class, by notice in writing
                             to the Company that some or all of the Series A
                             Convertible Preferred Shares be converted into
                             Ordinary Shares with each Series A Convertible
                             Preferred Share being convertible into one Ordinary
                             Share (subject to adjustment upward or downward (as
                             the case may be) to reflect any subdivision,
                             consolidation or other capital re-organisation in
                             relation to the Ordinary Shares after the date of
                             adoption of these Articles) (the "CONVERSION
                             RATE"). Series A Conditional Voting Shares shall
                             not be convertible unless any of the conditions in
                             Article 4.2.7(b) are satisfied at the time of
                             conversion, save in the case of conversion pursuant
                             to Articles 4.2.5(c) and (d);

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

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

                   (d)       If for any reason the QIPO does not meet the
                             conditions in Article 4.2.5(e) then provided the
                             Board has finally approved the Listing the Company
                             must, notwithstanding


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<PAGE>   13
                             that the conditions contained in Article 4.2.5(e)
                             have not been met (provided that the Listing is
                             technically possible), proceed with the completion
                             of the Listing and conversion of the Series A
                             Convertible Preferred Shares in which event the
                             applicable Conversion Rate shall be the greater of
                             the rate expressed in Article 4.2.5(a) or the rate
                             calculated in accordance with the following formula
                             (which formula shall be substituted for the formula
                             in Article 4.2.5(a)) (the "ADJUSTED CONVERSION
                             RATE"):

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

                                           Y

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

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

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

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

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

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

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

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


                                      332
<PAGE>   14
                             appropriate number of Ordinary Shares credited as
                             fully paid up.

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

                   (h)       Forthwith upon receipt of such notices, the former
                             holders of the Series A Convertible Preferred
                             Shares shall deliver to the Company at the Office
                             the share certificates in respect of their
                             respective holdings of the Series A Convertible
                             Preferred Shares and the Company shall, upon
                             receipt of such certificates, deliver to the
                             relevant holders new certificates in respect of the
                             Ordinary Shares arising from such conversion to
                             which they are respectively entitled.

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

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

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

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


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<PAGE>   15
          4.2.6    VOTING: PROVISIONS APPLICABLE TO ORDINARY SHARES AND SERIES A
                   VOTING SHARES

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

                   (b)       In the case of joint holders the vote of the senior
                             who tenders a vote, whether in person or by proxy,
                             shall be accepted to the exclusion of the votes of
                             the other joint holders; and seniority shall be
                             determined by the order in which the names of the
                             holders stand in the register of members.

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

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

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


                                      334
<PAGE>   16
                   (f)       On a poll votes may be given either personally or
                             by proxy. A member may appoint more than one proxy
                             to attend on the same occasion.

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

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

          4.2.7    VOTING: SERIES A CONDITIONAL VOTING SHARES

                   (a)       The holders of the Series A Conditional Voting
                             Shares shall automatically have the right to vote
                             on any resolution at any general meeting of the
                             Company in circumstances envisaged by Article
                             4.2.7(b).

                   (b)       The right of the holders of the Series A
                             Conditional Voting Shares to vote under Article
                             4.2.7(a) shall not arise unless:

                             (i)      the Company fails to meet the six monthly
                                      performance target in respect of the
                                      Revenue Line for the period from 1st
                                      January 2002 to 30th June 2002 or to meet
                                      the six monthly performance target in
                                      respect of the Revenue Line in any six
                                      monthly period thereafter to 31st December
                                      2003; or

                             (ii)     the Company fails to meet the six monthly
                                      performance target in respect of the
                                      Profit Line for the period from 1st
                                      January 2002 to 30th June 2002 or to meet
                                      the six monthly performance target in
                                      respect of the Profit Line in any six
                                      monthly period thereafter to 31st December
                                      2003; or

                             (iii)    where the business of the general meeting
                                      includes a resolution for the winding up
                                      of the Company, or a resolution to appoint
                                      a receiver, liquidator or administrator to
                                      the Company ; or

                             (iv)     there is a change of control (as the same
                                      is defined in Article 11.15 hereof) of
                                      Madge (for the avoidance of doubt, the
                                      reduction of the shareholding of Robert
                                      Madge and his associates to below 50% of
                                      the voting share


                                      335
<PAGE>   17
                                      capital of Madge will not in isolation
                                      constitute a change of control); or

                             (v)      in breach of the terms of any agreement
                                      between the Shareholders at the date of
                                      the adoption of these Articles, Madge or
                                      any company within the same group as Madge
                                      is, in the reasonable opinion of the Board
                                      (which for the purposes of this Article
                                      4.2.7(a)(v) only shall exclude the Apax
                                      Director, Amadeus Director and the Madge
                                      Directors), supplying goods in competition
                                      with the Company; or

                             (vi)     where the business of a general meeting
                                      (or other shareholder meeting) of Madge,
                                      includes a resolution for the winding up
                                      of Madge, or a resolution to appoint a
                                      receiver, liquidator or administrator to
                                      Madge.

                   (c)       For the purposes of Articles 4.2.7(b) (i) and (ii)
                             neither the Revenue Line or the Profit Line shall
                             be adjusted or amended to take into account (in the
                             assessment of whether any performance target has
                             been met) any profit or revenue resulting from any
                             acquisition by the Company of a significant asset
                             or the whole or any part of an undertaking, such
                             that the actual revenue and the Revenue Line and
                             the actual profit and the Profit Line are on a
                             comparable basis.

                   (d)       The right of the holders of the Series A
                             Conditional Voting Shares to vote under Article
                             4.2.7(a) shall continue notwithstanding that the
                             circumstances or events described in that Article
                             may have ceased to subsist.

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

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

5.        VARIATION OF RIGHTS

          Whenever the capital of the Company is divided into different classes
          of shares the special rights attached to any class may be varied or
          abrogated either whilst the Company is a going concern or during or in
          contemplation of a winding-up with the prior written consent of the
          holders of more than three-fourths of the issued shares of that class,
          or with the sanction of an Extraordinary Resolution passed at a
          separate meeting of the holders of that class, but not otherwise. To
          every such separate


                                      336
<PAGE>   18
          meeting all the provisions of these Articles relating to general
          meetings of the Company or to the proceedings thereat shall, mutatis
          mutandis, apply, except that the necessary quorum shall be two persons
          at least holding or representing by proxy one-third in nominal value
          of the issued shares of the class unless all the shares of any class
          are registered in the name of a single corporate shareholder in which
          case the quorum shall be one person being the duly authorised
          representative of such shareholder (but so that if at any adjourned
          meeting of such holders a quorum as above defined is not present those
          members who are present shall be a quorum) and that the holders of
          shares of the class shall, on a poll, have one vote in respect of
          every share of the class held by them respectively.

6.        ALTERATION OF SHARE CAPITAL

6.1       The Company may by ordinary resolution:

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

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

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

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

6.2       Whenever as a result of a consolidation of shares any members would
          become entitled to fractions of a share, the Directors may, on behalf
          of those members, sell the shares representing the fractions for the
          best price reasonably obtainable to any person (including subject to
          the provisions of the Act, the Company) and distribute the net
          proceeds of sale in due proportion among those members, and the
          Directors may authorise some person to execute an instrument of
          transfer of the shares to, or in accordance with the directions of,
          the purchaser. The transferee shall not be bound to see to the
          application of the purchase money nor shall his title to the shares be
          affected by any irregularity in or invalidity of the proceedings in
          reference to the sale.

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

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


                                      337
<PAGE>   19
7.        PURCHASE OF OWN SHARES

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

8.        SUBSCRIPTION RIGHTS

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

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

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

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

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

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


                                      338
<PAGE>   20
8.5       The foregoing provisions of Articles 8.1 to 8.4 shall have effect
          subject to Section 80 of the Act.

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

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

9.        LIEN

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

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

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

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

10.       CALLS ON SHARES AND FORFEITURE

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


                                      339
<PAGE>   21
10.2      A call shall be deemed to have been made at the time when the
          resolution of the Directors authorising the call was passed.

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

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

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

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

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

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

10.9      Subject to the provisions of the Act, a forfeited share may be sold,
          re-allotted or otherwise disposed of on such terms and in such manner
          as the Directors determine either to the person who was before the
          forfeiture the holder or to any other person and at any time before
          sale, re-allotment or other disposition, the forfeiture may be
          cancelled on such terms as the Directors think fit. Where for the
          purposes of its disposal a forfeited share is to be transferred to any
          person the Directors may authorise some person to execute an
          instrument of transfer of the share to that person.

10.10     A person any of whose shares have been forfeited shall cease to be a
          member in respect of them and shall surrender to the Company for
          cancellation the certificate for the shares forfeited but shall remain
          liable to the Company for all moneys which at the date of forfeiture
          were presently payable by him to the Company in respect of those
          shares with interest at the rate at which interest was payable on
          those moneys before the forfeiture or, if no interest was payable, at
          the appropriate rate (as defined in the Act) from the date of
          forfeiture until payment but the Directors may waive


                                      340
<PAGE>   22
          payment wholly or in part or enforce payment without any allowance for
          the value of the shares at the time of forfeiture or for any
          consideration received on their disposal.

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

11.       TRANSFER OF SHARES

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

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

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

          11.2.2    on which the Company has a lien;

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

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

          11.2.5    unless the transfer is lodged at the office or at such other
                    place as the Directors may appoint and is accompanied by the
                    certificate for the shares to which it relates and such
                    other evidence as the Directors may reasonably require to
                    show the right of the transferor to make the transfer;

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

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

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

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


                                      341
<PAGE>   23
11.5      No fee shall be charged for the registration of any instrument of
          transfer or other document relating to or affecting the title to any
          share.

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

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

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

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

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

11.9

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

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

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

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

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


                                      342
<PAGE>   24
                    (b)       in the case of a member which is a manager of an
                              investment trust or fund to such trust or fund or
                              to a new manager of such trust or fund;

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

                    (d)       subject to Article 11.9.2, in the case of a member
                              which is a body corporate to "a member of the same
                              group" (which expression for the purposes of this
                              Articles 11.9.1(d) shall mean any other body
                              corporate which is a holding company (which for
                              the purposes of this Article 11.9.1(d) shall mean
                              a company holding all the voting rights in such
                              body corporate and shall not be construed in
                              accordance with s736 of the Act) of that body
                              corporate or a wholly-owned subsidiary of that
                              body corporate or a wholly-owned subsidiary of any
                              holding company of which that body corporate is
                              also a wholly owned subsidiary.

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

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


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<PAGE>   25
          11.9.4   Subject to the provisions of these Articles, any member may
                   at any time transfer any shares in accordance with the
                   provisions of the Act to the Company.

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

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

          11.10.1   the shares which he desires to sell or transfer;

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

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

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

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

11.12

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


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<PAGE>   26
          11.12.2   Within 7 days after expiration of the Acceptance Period, the
                    Board shall (unless otherwise agreed by the Shareholders at
                    the date hereof) allocate the Sale Shares between members
                    who have elected to purchase them in the following manner:

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

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

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

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

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

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

11.13

          11.13.1   Subject to Article 11.14 below, upon such allocations being
                    made as aforesaid, the Vendor shall be bound, on payment of
                    the Transfer Price, to transfer the shares comprised in the
                    Allocation Notice to the Member


                                      345
<PAGE>   27
                    Applicant named therein at the time and place therein
                    specified. If he makes any default in so doing the chairman
                    for the time being of the Company or failing him one of the
                    Directors or some other person duly nominated by a
                    resolution of the Board of Directors for that purpose, shall
                    forthwith be deemed to be the duly appointed attorney of the
                    Vendor with full power to execute, complete and deliver in
                    the name of and on behalf of the Vendor a transfer of the
                    relevant Sale Shares to the Member Applicant and the
                    Directors may receive and give a good discharge for the
                    purchase money on behalf of the Vendor and (subject to the
                    transfer being duly stamped) enter the name of the Member
                    Applicant in the register of members as the holder or
                    holders by transfer of the shares so purchased by him or
                    them. The Directors shall forthwith pay the purchase money
                    into a separate bank account in the Company's name and shall
                    hold such money in trust for the Vendor until he shall
                    deliver up his certificate or certificates for the relevant
                    shares to the Company (or an indemnity in respect thereof
                    reasonably satisfactory to the Company) when he shall
                    thereupon be paid the purchase money. The Company shall have
                    no liability to pay or account for any interest on any such
                    monies.

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

11.14     In respect of any Transfer Notice given or deemed to be given by any
          employee of the Company, or any subsidiary of the Company the
          Directors shall be entitled to offer the Sale Shares first to
          employees of the Group or to the trustee(s) of any employee share
          option trust and thereafter in accordance with this Article 11.

11.15

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


                                      346
<PAGE>   28
                    and registration of such transfer unless the Vendor has
                    procured, that an Appropriate Offer shall be made to all of
                    the other members of the Company and each optionholder in
                    respect of vested options.

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

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

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

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

          11.15.3  If at any time an Appropriate Offer is made which is either
                   in the 18 months following the adoption of these Articles
                   accepted by the holders of 70% or more of the shares, or
                   thereafter which is accepted by the holders of 50.1% or more
                   of the shares, the holders of shares in the Company who have
                   not accepted the Appropriate Offer shall be obliged to accept
                   the Appropriate Offer in respect of the shares held by them
                   and to sell all of the shares held by them in accordance with
                   the Appropriate Offer and the pre-emption rights set out in
                   Article 11 shall not apply to any transfer required to be
                   made under this Article 11.15.3.

          11.15.4  If any person (a "COMPULSORY TRANSFEROR") fails to transfer
                   any shares in accordance with this Article 11.15 within 28
                   days of the Appropriate Offer being accepted by the requisite
                   percentage referred to in Article 11.15.3 or (if later) the
                   offer becoming unconditional in all respects the Directors
                   shall authorise any person to execute and deliver on his
                   behalf the necessary stock transfer form and the Company
                   shall receive the purchase money in trust for the Compulsory
                   Transferor and cause the


                                      347
<PAGE>   29
                    purchaser to be registered as the holder of such shares
                    (subject to the payment of any stamp duty). The receipt by
                    the Company of the purchase money shall be a good discharge
                    to the purchaser (who shall not be bound to see to the
                    application thereof). The Compulsory Transferor shall in
                    such case be bound to deliver up his certificate for such
                    shares to the Company where upon he shall be entitled to
                    receive the purchase price without interest.

11.16     Subject to Article 11.17 any member of the Company who is a director
          or employee of the Company or any of its subsidiaries (a "RETIRING
          MEMBER") or who is a person or are persons (not being a director or
          employee of the Company of any of its subsidiaries) either to whom
          shares formerly held by a Retiring Member have been transferred
          pursuant to Article 11.9.3 shall, upon the Retiring Member no longer
          being either a director or employee of the Company or any of its
          subsidiaries for whatever reason, (and unless, in the case of a
          Retiring Member who is not a Bad leaver, the Board determines
          otherwise) be automatically deemed to have given a Transfer Notice in
          accordance with Articles 11.7 and 11.10 in respect of all shares then
          held by such member (or, if the Board elects, shall be required to
          sell the shares to such other person as the Board shall determine or,
          subject to the provisions of the Act to the Company) and the Transfer
          Price shall be as follows:

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

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

11.17     For the purposes of Article 11.16:

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

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

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

                             (ii)      being removed from his employment after
                                       committing any material breach of any of
                                       the


                                      348
<PAGE>   30
                                       provisions of his service agreement, or
                                       wilful neglect or gross misconduct; or

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

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

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

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

11.18     In the event that a determination is required of the price at which
          shares are to be transferred pursuant to Article 11.11 and Article
          11.16, the price shall be equal to the issue price (including any
          premium) last subscribed for any Series A Convertible Preferred Shares
          or Ordinary Shares pursuant to an Offer for Subscription (as the same
          is defined in Articles 12.6 and 12.7 hereof) subject to adjustment
          upward or


                                      349
<PAGE>   31
          downward (as the case may be) to reflect any subdivision,
          consolidation or other capital re-organisation in relation to the
          Series A Convertible Preferred Shares and/or the Ordinary Shares after
          the date of adoption of these Articles.

11.19     For the purpose of ensuring that a transfer of shares is duly
          authorised hereunder or that no circumstances have arisen whereby a
          Transfer Notice is required to be given hereunder the Directors may
          from time to time require any member or the legal personal
          representatives of any deceased member or any person named as
          transferee in any transfer lodged for registration to furnish to the
          Company such information and evidence as the Directors may reasonably
          think fit regarding any matter which they deem relevant to such
          purpose including (but not limited to) the names and addresses and
          interests of all persons respectively having interests in the shares
          from time to time registered in the member's name. Failing such
          information or evidence being furnished to the reasonable satisfaction
          of the Directors within 28 days after request the Directors shall
          refuse to register the transfer in question or (in case no transfer is
          in question) to require by notice in writing that a Transfer Notice be
          given in respect of the shares concerned. If such information or
          evidence discloses that a Transfer Notice ought to have been given in
          respect of any shares the Directors may by notice in writing require
          that a Transfer Notice be given in respect of the shares concerned.

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

12.       COMPULSORY TRANSFERS

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

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

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

          12.1.3    shall enter into liquidation; or

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

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


                                      350
<PAGE>   32
          12.1.6    in the case of Madge (or any permitted transferee of Madge),
                    whilst such remains a publicly traded company, shall be
                    reasonably determined by the Board (excluding the Nominated
                    Directors) to be of a value substantially reflecting the
                    value of its shareholding in the Company such that the Board
                    (excluding the Nominated Directors) reasonably believes that
                    Madge, or such permitted transferee, is a tracking stock for
                    the Company. In order to justify this belief, the Board
                    shall at the Company's expense seek the advice of two
                    leading Independent Investment Banks chosen by the Board
                    (excluding the Nominated Directors) and such advice shall be
                    discussed by the Independent Investment Banks and the Board
                    with Madge. For this purpose, "INDEPENDENT INVESTMENT BANK"
                    shall mean an Investment Bank which is neither an adviser to
                    the Company or Madge or the Initial Investors within the
                    previous 12 month period (unless otherwise agreed by the
                    each of them).

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

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

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

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

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


                                      351
<PAGE>   33
          12.4.2    the Sale Shares shall be sold together with all rights,
                    attaching thereto as at the date of the Transfer Event,
                    including the right to any dividend declared or payable on
                    those shares after that date; and

          12.4.3    Article 12.5 shall apply.

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

          12.5.1   in the case of a Transfer Event falling within Articles
                   12.1.1 to 12.1.4, the average subscription price paid on the
                   Company's most recent Offer for Subscription (defined in
                   Articles 12.6 and 12.7 below) for the Company's shares, less:

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

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

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

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

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

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

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

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

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

12.8      Notwithstanding the provisions of Article 12.2:


                                      352
<PAGE>   34
          12.8.1    in the case of a Transfer Event falling within Article
                    12.1.5 the member shall have a period of four months from
                    the happening of the Transfer event to complete the sale of
                    its shares to one or more financial investors (and the
                    determination of whether a purchaser is a financial investor
                    shall be determined by the Board excluding any Nominated
                    Director of the Transferor) before being deemed to have
                    served a Transfer Notice pursuant to this Article 12;

          12.8.2    in the case of a Transfer Event falling within Article
                    12.1.6 the relevant member shall have a period of ten weeks
                    (plus the period required to fulfil the obligations in
                    Article 12.8.3) from the happening of the Transfer Event to
                    either rectify the position such that the conditions causing
                    the Transfer Event within Article 12.1.6 no longer applies
                    or complete the sale of all or part of its shares (and if
                    sale of part such that it retains no more than 17.5% of the
                    shares in issue) to one or more financial investors
                    (determined in accordance with Article 12.8.1) before being
                    deemed to have served a Transfer Notice pursuant to this
                    Article 12 in respect of its shares representing more than
                    17.5% of the shares in issue. The relevant member shall be
                    deemed to have served a Transfer Notice pursuant to this
                    Article 12 in respect of its remaining shares (if any)
                    exceeding 5% of the shares in issue if, within 6 months of
                    the Transfer Event, it has not rectified the position such
                    that the conditions causing the Transfer Event within
                    Article 12.1.6 no longer apply; and

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

13.       TRANSMISSION OF SHARES

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

13.2      A person becoming entitled to a share in consequence of the death or
          bankruptcy of a member may, upon such evidence being produced as the
          Directors may properly require, elect either to become the holder of
          the share or to have some person nominated by him registered as the
          transferee. If he elects to become the holder he shall give notice to
          the Company to that effect. If he elects to have another person
          registered he shall give notice to the Company to that effect. If he
          elects to have another person registered he shall execute an
          instrument of transfer of the share to that person. All the Articles
          relating to the transfer of shares shall apply to the notice


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<PAGE>   35
          or instrument of transfer as if it were an instrument of transfer
          executed by the member and the death or bankruptcy of the member had
          not occurred.

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

14.       DIRECTORS

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

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

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

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

15.       ALTERNATE DIRECTORS

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

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

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

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


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

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

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

 16.      POWERS OF DIRECTORS

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

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

17.       DELEGATION OF DIRECTORS' POWERS

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

18.       PROCEEDINGS OF DIRECTORS

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


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18.2      No business transacted at a meeting of the Board shall be valid unless
          at least 10 days prior written notice of such meeting shall have been
          served on each Nominated Director or (if one has not been appointed)
          on the relevant shareholder or such notice has been waived in writing
          by the Nominated Director or (if one has not been appointed) by the
          relevant shareholder and unless (if appointed) the Nominated Director
          is present in person or by his alternate (unless he shall have
          previously waived in writing the requirement of his attendance in
          relation to that meeting). If the Nominated Director is not present
          notwithstanding such notice (unless he has waived his attendance as
          aforesaid) then the meeting shall stand adjourned for a period of not
          less than 7 days to such time and place as those Directors present
          shall agree and notify to the Nominated Director. If the Nominated
          Director fails to attend such adjourned meeting whether in person or
          by his alternate the meeting shall be quorate and may notwithstanding
          proceed. Regulation 89 of Table A shall be modified accordingly.

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

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

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

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

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


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

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

          18.8.2    the resolution relates to the giving to a third party of a
                    guarantee, security, or indemnity in respect of an
                    obligation of the Company or any of its subsidiaries for
                    which the Director has assumed responsibility in whole or in
                    part and whether alone or jointly with others under a
                    guarantee or indemnity or by the giving of security;

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

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

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

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

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

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


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<PAGE>   39
18.11     Any Director or member of a committee of the Board may participate in
          a meeting of the Directors or such committee by means of conference
          telephone or similar communications equipment whereby all persons
          participating in the meeting can hear each other and any Director or
          member of a committee participating in a meeting in this manner shall
          be deemed to be present in person at such meeting.

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

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

19.       BORROWING POWERS

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

          19.1.1    of borrowing or securing the payment of money;

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

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

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

          but so that:

                    (a)       the Directors of the Company shall procure that
                              the aggregate of the amounts for the time being
                              remaining undischarged or owing or due by virtue
                              of any of the foregoing operations other than
                              guarantees granted in the ordinary course of the
                              Company's supply of goods and of the amounts for
                              the time being remaining undischarged by virtue of
                              any like operations by any subsidiary of the
                              Company (including any liability whether
                              ascertained or contingent under any guarantee for
                              the time being in force but excluding
                              inter-Company loans, mortgages and charges) shall
                              not without the prior consent of the Initial
                              Investors exceed L1,000,000;

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


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<PAGE>   40
                    (c)       no lender or other person dealing with the Company
                              shall be concerned to see or enquire whether the
                              limit imposed by this Article is observed and no
                              debt or liability incurred in excess of such limit
                              shall be invalid and no security given for the
                              same shall be invalid or ineffectual except in the
                              case of express notice to the lender or recipient
                              of the security or person to whom the liability is
                              incurred at the time when the debt or liability
                              was incurred or the security given that the limit
                              hereby imposed had been or was thereby exceeded.

20.       DISQUALIFICATION AND REMOVAL OF DIRECTORS

          The office of a Director shall be vacated if:

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

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

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

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

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

20.4      he resigns his office by notice to the Company.

21.       REMUNERATION OF DIRECTORS

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

22.       DIRECTORS' EXPENSES

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


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23.       DIRECTORS' APPOINTMENTS AND INTERESTS

23.1      APAX DIRECTORS

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

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

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

23.2      AMADEUS DIRECTOR

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

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

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

23.3      MADGE DIRECTOR

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

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


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<PAGE>   42
          23.3.3    The powers, duties and remuneration of the Madge Directors
                    shall be as agreed between the Madge Directors and the Board
                    from time to time.

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

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

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

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

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

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

23.7      For the purposes of this Article 23:

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


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                   has an interest in any such transaction of the nature and
                   extent so specified; and

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

24.       DIRECTORS' GRATUITIES AND PENSIONS

          The Directors may provide benefits, whether by the payment of
          gratuities or pensions or by insurance or otherwise, for any Director
          who has held but no longer holds any executive office or employment
          with the Company or with any body corporate which is or has been a
          subsidiary of the Company or a predecessor in business of the Company
          or of any such subsidiary, and for any member of his family (including
          a spouse and a former spouse) or any person who is or was dependent on
          him, and may (as well before as after he ceases to hold such office or
          employment) contribute to any fund and pay premiums for the purchase
          or provision of any such benefit.

25.       SECRETARY

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

26.       MINUTES

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

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

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

27.       SHARE CERTIFICATES

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

27.2      If a share certificate is defaced, worn-out, lost or destroyed, it may
          be renewed on such terms (if any) as to evidence and indemnity and
          payment of the expenses


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          reasonably incurred by the Company in investigating evidence as the
          Directors may determine but otherwise free of charge, and (in the case
          of defacement or wearing-out) on delivery up of the old certificate.

28.       SEAL

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

29.       DIVIDENDS

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

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

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

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

29.5      Any dividend or other moneys payable in respect of a share may be paid
          by cheque sent by post to the registered address of the person
          entitled or, if two or more persons are the holders of the share or
          are jointly entitled to it by reason of the death or


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<PAGE>   45
          bankruptcy of the holder, to the registered address of that one of
          those persons who is first named in the register of members or to such
          person and to such address as the person or persons entitled may in
          writing direct. Every cheque shall be made payable to the order of the
          person or persons entitled or to such other person as the person or
          persons entitled may in writing direct and payment of the cheque shall
          be a good discharge to the Company. Any joint holder or other person
          jointly entitled to a share as aforesaid may give receipts for any
          dividend or other moneys payable in respect of the share.

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

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

30.       CAPITALISATION OF PROFITS

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

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

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

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

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


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31.       NOTICES

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

31.2      The Company may give any notice to a member either personally or by
          sending it by post in a prepaid envelope addressed to the member at
          his registered address or by leaving it at that address. In the case
          of joint holders of a share, all notices shall be given to the joint
          holder whose name stands first in the register of members in respect
          of the joint holding and notice so given shall be sufficient notice to
          all the joint holders. A member whose registered address is not within
          the United Kingdom and who gives to the Company an address within the
          United Kingdom at which notices may be given to him shall be entitled
          to have notices given to him at that address, but otherwise no such
          member shall be entitled to receive any notice from the Company.

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

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

31.5      Proof that an envelope containing a notice was properly addressed,
          prepaid and posted shall be conclusive evidence that the notice was
          given. A notice shall be deemed to be given at the expiration of 48
          hours after the envelope containing it was posted.

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

32.       WINDING UP

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


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33.       INDEMNITY

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

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

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


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