ARTICLES OF ASSOCIATION

                                       of

                               COLT TELECOM GROUP

                             public limited company

         (Articles adopted by Special Resolution passed 23rd May, 2002)



Part 1
Particular Provisions

Authorised Share Capital

1.    (A)   The authorised  share capital of the company at the date of adoption
            of this paragraph of this article  is(pound)51,875,000  divided into
            2,075,000,000 ordinary shares of 2.5p each.

Borrowing Powers

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

Votes of Members

1.    (C)   Subject to any special  terms as to voting upon which any shares may
            be  issued  or may for the  time  being  be  held  and to any  other
            provisions of these articles, on a show of hands every member who is
            present in person at a general meeting of the company shall have one
            vote,  and on a poll  every  member  who is  present in person or by
            proxy shall have one vote for every share of which he is the holder.

Suspension of Rights Where Non-Disclosure of Interest

1.     (D)  (i)   Where the  holder of any shares in the  company,  or any other
                  person  appearing to be interested  in those shares,  fails to
                  comply within the relevant period with any
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                  statutory  notice in respect of those shares,  the company may
                  give  the  holder  of  those   shares  a  further   notice  (a
                  "restriction  notice")  to the effect that from the service of
                  the restriction notice those shares will be subject to some or
                  all of the  relevant  restrictions,  and from  service  of the
                  restriction  notice those shares  shall,  notwithstanding  any
                  other  provisions  of  these  articles,  be  subject  to those
                  relevant restrictions accordingly.

            (ii)  If after the service of a restriction notice in respect of any
                  shares the board is satisfied that all information required by
                  any statutory  notice  relating to those shares or any of them
                  from  their  holder  or  any  other  person  appearing  to  be
                  interested in the shares the subject of the restriction notice
                  has been supplied,  the company shall,  within 7 days,  cancel
                  the  restriction  notice.  The  company may at any time at its
                  discretion cancel or suspend any restriction notice or exclude
                  any shares from it. A restriction  notice shall  automatically
                  cease to have  effect in  respect  of any  shares  transferred
                  where  the  transfer  has  been  shown  to the  company  to be
                  pursuant to an arm's length sale of those shares.

            (iii) Where any  restriction  notice is  cancelled or ceases to have
                  effect,  any moneys withheld by reason of that notice shall be
                  paid  without  interest  to the  person  who would but for the
                  notice have been entitled to them or as he may direct.

            (iv)  Any new  shares in the  company  issued in right of any shares
                  subject to a  restriction  notice shall also be subject to the
                  restriction  notice,  and the  board  may make any right to an
                  allotment   of  the  new  shares   subject   to   restrictions
                  corresponding  to those  which will  apply to those  shares by
                  reason of the restriction notice when such shares are issued.

            (v)   Any  holder of shares on whom a  restriction  notice  has been
                  served may at any time  request the company to give in writing
                  the reason why the restriction  notice has been served, or why
                  it remains uncancelled,  and within 14 days of receipt of such
                  a notice the company shall give that information accordingly.

            (vi)  If a  statutory  notice  is given by the  company  to a person
                  appearing to be interested  in any share,  a copy shall at the
                  same time be given to the holder,  but the failure or
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                                       3


                  omission to do so or the non-receipt of the copy by the holder
                  shall not invalidate such notice.

            (vii) This  article  is in  addition  to,  and  shall not in any way
                  prejudice  or  affect,  the  statutory  rights of the  company
                  arising from any failure by any person to give any information
                  required by a statutory  notice  within the time  specified in
                  it. For the purpose of this  article a  statutory  notice need
                  not  specify  the  relevant   period,   and  may  require  any
                  information  to be given  before  the  expiry of the  relevant
                  period.

            (viii) In this article:

                  "arm's length sale" means a sale of the entire interest in the
                  shares the subject of the sale on a recognised  stock exchange
                  or a stock  exchange  on which  shares in the  company of that
                  description are normally  traded,  or a sale of such an entire
                  interest  otherwise  than on such a stock exchange to a person
                  who had no interest in those  shares at the time the  relevant
                  statutory  notice  was  served  and  who is  not an  associate
                  (within  the  definition  of that  expression  in any  statute
                  relating  to  insolvency  in force at the date of  adoption of
                  this  article) of a person who had such an interest and who is
                  not  acting  in  concert   (within  the   definition  of  that
                  expression  in any code on  take-overs  and mergers  generally
                  applicable  in the United  Kingdom at the date of  adoption of
                  this article) with a person who had such an interest;

                  "person  appearing to be  interested" in any shares shall mean
                  any person named in a response to a statutory  notice as being
                  so  interested  or shown in any  register  kept by the company
                  under the  Companies  Acts as so  interested  or,  taking into
                  account a  response  or failure to respond in the light of the
                  response to any other statutory  notice and any other relevant
                  information,  any person whom the company has reasonable cause
                  to believe is so interested;

                  "person  with a 0.25 per cent.  interest"  means a person  who
                  holds,  or is shown in any register  kept by the company under
                  the  Companies  Acts as having an interest  in,  shares in the
                  company  which  comprise  in total at least 0.25 per cent.  in
                  number or nominal  value of the shares of the  company,  or of
                  any class of such  shares,  in issue at the date of service of
                  the statutory  notice or the  restriction  notice (as the case
                  may be);
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                                       4

                  "relevant period" means 14 days;

                  "relevant  restrictions"  means in the  case of a  restriction
                  notice served on a person with a 0.25 per cent. interest that

                  (a)   the  shares  shall not confer on the holder any right to
                        attend  or vote  either  personally  or by  proxy at any
                        general  meeting  of  the  company  or at  any  separate
                        general meeting of the holders of any class of shares in
                        the company;

                  (b)   the board may withhold payment of all or any part of any
                        dividends  or other  moneys  payable  in  respect of the
                        shares; and

                  (c)   the board may  decline to  register a transfer of all or
                        any of the shares which are  certificated  shares unless
                        such a transfer  is shown to the board to be pursuant to
                        an arm's length sale

                  and in any other case mean only the  restriction  specified in
                  sub-paragraph (a) of this definition;

                  "statutory  notice" means a notice served by the company under
                  the  Companies  Acts  requiring  particulars  of  interests in
                  shares or of the identity of persons interested in shares.

Number of Directors

1.    (E)   Unless otherwise  determined by ordinary  resolution of the company,
            the directors  (disregarding  alternate directors) shall be not less
            than two nor more than nine in number.

Directors' Fees

1.    (F)   Each of the  directors  shall be paid a fee at such rate as may from
            time to time be determined by the board  provided that the aggregate
            of all fees so paid to directors  (excluding  amounts  payable under
            any  other   provision   of  these   articles)   shall  not   exceed
            (pound)150,000  per annum or such higher  amount as may from time to
            time be decided by ordinary resolution of the company.
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                                       5


Vacation of Office by Directors

1.    (G)   Without prejudice to any of the provisions for  disqualification  of
            directors or for retirement by rotation contained in these articles,
            the office of a director  shall be vacated  if, by notice in writing
            delivered  to the office or tendered at a meeting of the board,  his
            resignation  is requested by all of the other  directors  and all of
            the other  directors  are not less  than  three in  number.  In this
            article  reference  to any  notice  being in  writing  includes  the
            results  of the use of  electronic  communications,  subject to such
            terms and conditions as the board may decide.

Uncertificated Shares

1.    (H)   (i)   The board may  determine  that title to shares of any class of
                  shares may be evidenced  otherwise  than by a certificate  and
                  that title to shares of that class may be transferred by means
                  of  a  relevant  system.   The  board  may  also,  subject  to
                  compliance with the Uncertificated  Securities Regulations and
                  the rules of any relevant  system,  determine at any time that
                  any uncertificated class of shares shall from a date specified
                  by the  board  cease to be an  uncertificated  class.  For the
                  avoidance  of doubt,  shares which are  uncertificated  shares
                  shall not be treated as forming a class which is separate from
                  certificated shares with the same rights.

            (ii)  In relation  to a class of shares,  or each part of a class of
                  shares which is, for the time being, an  uncertificated  class
                  and for so long as it or that  part  remains  a  participating
                  class,  no provision of these  Articles (or any other  current
                  term of issue of the class of shares)  shall  (notwithstanding
                  anything  contained  in these  Articles  or any other  current
                  terms of issue)  apply or have effect to the extent that it is
                  inconsistent in any respect with:-

                  (a)   the  holding of shares of that  class in  uncertificated
                        form;

                  (b)   the  transfer  of title to shares of that class by means
                        of a relevant system; and

                  (c)   any   provision   of   the   Uncertificated   Securities
                        Regulations.
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                                       6


            (iii) All or part of shares of a class which is for the time being a
                  participating class may be changed from uncertificated  shares
                  to  certificated  shares,  and  from  certificated  shares  to
                  uncertificated  shares,  in  accordance  with and  subject  as
                  provided in the Uncertificated  Securities Regulations and the
                  rules of any  relevant  system,  and the board shall record on
                  the   register  of  members   that  the  shares  are  held  in
                  certificate or  uncertificated  form as  appropriate  provided
                  that the  company  may,  by notice in  writing  to the  holder
                  concerned  require the holder of a particular  share or shares
                  to change the form of such share or shares from uncertificated
                  to certificated form within such period as may be specified in
                  the notice,  being not less than seven days. In this paragraph
                  of this article reference to notice in writing includes notice
                  given by the use of electronic communications.

Separate General Meetings

1.          (I)   The provisions of these articles  relating to general meetings
                  shall apply, with any necessary modifications, to any separate
                  general  meeting of the holders of shares of a class  convened
                  otherwise than in connection  with the variation or abrogation
                  of the rights  attached to the shares of that class.  For this
                  purpose, a general meeting at which no holder of a share other
                  than an  ordinary  share  may,  in his  capacity  as a member,
                  attend  or vote  shall  also  constitute  a  separate  general
                  meeting of the holders of the ordinary shares.
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                                       7


Part 2
General Provisions

                                 Interpretation

Exclusion of Table A

2.    No regulations set out in any statute,  or in any statutory  instrument or
      other subordinate legislation made under any statute, concerning companies
      shall apply as the regulations or articles of the company.

Definitions

3.    In these articles unless the context otherwise requires:-

      "address" in relation to electronic communications, includes any number or
      address used for the purposes of such communications;

      "these  articles" means these articles of association as altered from time
      to time by special  resolution and the expression  "this article" shall be
      construed accordingly;

      "the auditors" means the auditors for the time being of the company or, in
      the case of joint auditors, any one of them;

      "the board" means the board of directors  from time to time of the company
      or the  directors  present at a meeting of the directors at which a quorum
      is present;

      "certificated share" means a share which is not an uncertificated share;

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

      "the   Companies   Acts"  means  every  statute   (including  any  orders,
      regulations or other  subordinate  legislation made under it) from time to
      time in force concerning companies in so far as it applies to the company;

      "electronic  signature"  means anything in electronic form which the board
      requires  to  be  incorporated  into  or  otherwise   associated  with  an
      electronic  communication for the purpose of establishing the authenticity
      or integrity of the communication;
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                                       8


      "the  holder" in  relation  to any shares  means the member  whose name is
      entered in the register as the holder of those shares;

      "the  Listing  Rules"  means the rules which are made from time to time by
      the relevant competent authority of the United Kingdom for the purposes of
      the regulation of the official listing of the company's securities;

      "member" means a member of the company;

      "the office" means the registered office of the company;

      "ordinary shares" means ordinary shares in the capital of the company;

      "paid up" means paid up or credited as paid up;

      "participating  class" means a class of shares title to which is permitted
      by an Operator to be transferred by means of a relevant system;

      "person  entitled by transmission"  means a person whose  entitlement to a
      share in  consequence  of the  death or  bankruptcy  of a member or of any
      other event giving rise to its  transmission  by operation of law has been
      noted in the register;

      "the register" means the register of members of the company;

      "seal" means any common or official seal that the company may be permitted
      to have under the Companies Acts;

      "the secretary" means the secretary,  or (if there are joint  secretaries)
      any one of the joint secretaries, of the company and includes an assistant
      or deputy  secretary and any person  appointed by the board to perform any
      of the duties of the secretary;

      "the London Stock Exchange" means the London Stock Exchange plc;

      "shares" means ordinary shares;

      "uncertificated  class"  means a class  of  shares  or part of a class  of
      shares which the Board has determined may be held in  uncertificated  form
      and  title  to  shares  of that  class  may be  transferred  by means of a
      relevant system;

      "uncertificated  share"  means a share  title to which is  recorded on the
      register as being held in uncertificated form;
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                                       9


      "Uncertificated   Securities   Regulations"   means   the   Uncertificated
      Securities  Regulations  1995  as  amended  from  time  to  time  and  any
      provisions of or under the Companies Acts which supplement or replace such
      Regulations;

      "United Kingdom" means Great Britain and Northern Ireland;

      references to a document  being executed  include  references to its being
      executed under hand or under seal or by any other method,  except by means
      of an electronic signature;

      references to a document being signed or to signature  include  references
      to its being executed under hand or under seal or by any other method and,
      in  the  case  of an  electronic  communication,  are to  its  bearing  an
      electronic signature

      references to writing include  references to any method of representing or
      reproducing words in a legible and non-transitory form including by way of
      electronic  communications  where  specifically  provided in a  particular
      article or where permitted by the board in its absolute discretion;

      words  or  expressions  to  which a  particular  meaning  is  given by the
      Companies  Acts in force when these articles or any part of these articles
      are adopted bear (if not  inconsistent  with the context) the same meaning
      in these  articles  or that  part (as the case may be) save  that the word
      "company" shall include any body corporate; and

      references  to a  meeting  shall not be taken as  requiring  more than one
      person to be present if any quorum  requirement  can be  satisfied  by one
      person.

      Headings and notes are included only for  convenience and shall not affect
      meaning.

      In the event of any conflict  between part 1 and part 2 of these articles,
      part 1 shall prevail.


Form of Resolution

4.    (A)   Subject to the  Companies  Acts,  where for any  purpose an ordinary
            resolution  of the company is required,  a special or  extraordinary
            resolution  shall  also be  effective  and where for any  purpose an
            extraordinary resolution is required a special resolution shall also
            be effective.
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                                       10

      (B)   A  resolution  in writing  signed 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  properly  convened  and
            held and may  consist of several  instruments  in the like form each
            signed  by or on  behalf  of one or  more  of the  members.  In this
            paragraph of this article reference to a resolution being in writing
            includes  the  results  of  the  use of  electronic  communications,
            subject to such terms and conditions as the board may decide.

                                  Share Capital

Rights Attached to Shares

5.    Subject  to  the  provisions  of the  Companies  Acts  and  to any  rights
      conferred on the holders of any other shares, any share may be issued with
      or have attached to it such rights and  restrictions as the company may by
      ordinary resolution decide or, if no such resolution has been passed or so
      far as the resolution does not make specific  provision,  as the board may
      decide.

Redeemable Shares

6.    Subject  to  the  provisions  of the  Companies  Acts  and  to any  rights
      conferred  on the  holders  of any other  shares,  any share may be issued
      which is to be  redeemed,  or is to be liable to be redeemed at the option
      of the company or the holder.

Purchase of Own Shares

7.    Subject  to  the  provisions  of the  Companies  Acts  and  to any  rights
      conferred on the holders of any class of shares,  the company may purchase
      or may enter into a contract  under which it will or may  purchase  all or
      any of its shares of any class,  including  any  redeemable  shares but so
      that if there shall be in issue any securities  admitted to listing on the
      London Stock Exchange which are  convertible  into equity share capital of
      the class  proposed to be purchased,  then the company shall not purchase,
      or enter into a contract  under which it will or may  purchase,  shares of
      that class unless either:-

      (i)   the terms of the issue of such  convertible  securities  permit  the
            company to do so; or
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                                       11


      (ii)  the  purchase,  or the  contract,  has  first  been  approved  by an
            extraordinary resolution passed at a separate general meeting of the
            holders of such convertible securities.

      Neither  the  company nor the board shall be required to select the shares
      to be purchased  rateably or in any other particular manner as between the
      holders of shares of the same class or as between  them and the holders of
      shares of any other class or in accordance with the rights as to dividends
      or capital conferred by any class of shares.

Variation of Rights

8.    Subject to the provisions of the Companies  Acts, all or any of the rights
      for the time  being  attached  to any class of shares  for the time  being
      issued may from time to time  (whether  or not the  company is being wound
      up) be varied  either  with the  consent in writing of the  holders of not
      less than  three-fourths  in nominal  value of the  issued  shares of that
      class or with the  sanction  of an  extraordinary  resolution  passed at a
      separate  general  meeting  of  the  holders  of  those  shares.  All  the
      provisions of these  articles as to general  meetings of the company shall
      with  any  necessary  modifications  apply to any  such  separate  general
      meeting,  but so that the  necessary  quorum  shall be a person or persons
      holding or  representing by proxy not less than one-third in nominal value
      of the issued shares of the class,  (but so that at any adjourned  meeting
      of the  holders  one holder  present in person or by proxy  (whatever  the
      number of shares  held by him)  shall be a quorum),  that every  holder of
      shares  of the  class  shall be  entitled  on a poll to one vote for every
      share of the class  held by him and that any holder of shares of the class
      present in person or by proxy may demand a poll.

Pari Passu Issues

9.    The rights  conferred  upon the  holders of any shares  shall not,  unless
      otherwise  expressly  provided in the rights attaching to those shares, be
      deemed to be varied by the  creation  or issue of further  shares  ranking
      pari passu with them.

Unissued Shares

10.   Subject to the  provisions of the Companies Acts and these  articles,  the
      unissued  shares of the company  (whether  forming part of the original or
      any  increased  capital)  shall be at the  disposal of the board which may
      offer,  allot,  grant  options over or  otherwise  dispose of them to such
      persons,  at such times and for such  consideration and upon such terms as
      the board may decide.
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                                       12


Payment of Commission

11.   The company may in  connection  with the issue of any shares  exercise all
      powers of paying  commission  and brokerage  conferred or permitted by the
      Companies Acts.

Trusts Not Recognised

12.   Except as ordered by a court of competent  jurisdiction  or as required by
      law,  no person  shall be  recognised  by the company as holding any share
      upon any trust and the  company  shall not be bound by or  required in any
      way to recognise (even when having notice of it) any interest in any share
      other than an absolute right to the whole of the share in the holder.

                                  Certificates

Right to Share Certificates

13.   Subject to the provisions of the  Uncertificated  Securities  Regulations,
      the rules of any relevant system and these articles,  every person (except
      a  person  to  whom  the  company  is not  by  law  required  to  issue  a
      certificate),  whose name is entered  in the  register  as a holder of any
      certificated shares shall be entitled,  without payment, to receive within
      whichever is the earlier of (a) the time  required by the listing rules of
      the London Stock Exchange or (b) two months after  allotment or within two
      months after the relevant Operator  instruction is received by the company
      (or within  such other  period as the terms of issue  shall  provide)  one
      certificate for all those shares of any one class or several  certificates
      each for one or more of the shares of the class in question  upon  payment
      for every  certificate  after the first of such  reasonable  out-of-pocket
      expenses  as the  board  may from  time to time  decide.  In the case of a
      certificated  share  held  jointly  by  several  persons,  delivery  of  a
      certificate  to one of several joint holders shall be sufficient  delivery
      to all. A member who transfers some but not all of the shares comprised in
      a certificate  shall be entitled to a certificate  for the balance without
      charge.

Replacement of Share Certificates

14.   If a share certificate is defaced, worn out, lost or destroyed,  it may be
      replaced  without  fee but on such  terms  (if  any)  as to  evidence  and
      indemnity and to payment of any exceptional  out-of-pocket expenses of the
      company in  investigating  the evidence and preparing the indemnity as the
      board may decide and,  where it is defaced or worn out,  after delivery of
      the old certificate to the company.
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                                       13


Execution of Share Certificates

15.   Every share  certificate  shall be executed  under a seal or in such other
      manner as the board  having  regard to the terms of issue and any  listing
      requirements may authorise,  and shall specify the number and class of the
      shares to which it relates and the amount or respective amounts paid up on
      the shares. The board may by resolution decide, either generally or in any
      particular  case or cases,  that any signatures on any share  certificates
      need not be  autographic  but may be applied to the  certificates  by some
      mechanical means or may be printed on them or that the  certificates  need
      not be signed by any person.

                                      Lien

Company's Lien on Shares Not Fully Paid

16.   The  company  shall have a first and  paramount  lien on every  share (not
      being a fully paid share) for all amounts payable to the company  (whether
      presently or not) in respect of that share.  The company's lien on a share
      shall  extend to every  amount  payable in respect of it. The board may at
      any time either  generally or in any  particular  case waive any lien that
      has arisen or declare  any share to be wholly or in part  exempt  from the
      provisions of this article.

Enforcing Lien by Sale

17.   The company may sell,  in such manner as the board may decide,  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 a notice in writing  has been  served on the  holder of the  shares,
      demanding  payment and stating that if the notice is not complied with the
      share or the person who is entitled by  transmission  to the share and who
      has supplied the company with an address within the United Kingdom for the
      service of notices,  demanding  payment and stating  that if the notice is
      not complied with the share may be sold. For giving effect to the sale the
      board may  authorise  some person to execute an  instrument of transfer of
      the share sold 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 or invalidity in reference to the sale.

Application of Proceeds of Sale

18.   The net proceeds,  after payment of the costs,  of the sale by the company
      of any share on which it has a lien shall be applied in or
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                                       14


      towards  payment or discharge of the debt or liability in respect of which
      the lien exists so far as it is presently  payable,  and any residue shall
      (subject to a like lien for debts or liabilities not presently  payable as
      existed upon the share prior to the sale and upon  surrender,  if required
      by the company, for cancellation of the certificate for the share sold) be
      paid to the person who was entitled to the share at the time of the sale.

                                 Calls on Shares

Calls

19.   Subject to the terms of issue,  the board may from time to time make calls
      upon the members in respect of any moneys unpaid on their shares  (whether
      on account of the nominal  amount of the shares or by way of premium)  and
      not payable on a date fixed by or in  accordance  with the terms of issue,
      and each member  shall  (subject to the company  serving upon him 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 revoked or postponed as the board may decide. A
      person  upon whom a call is made  shall  remain  liable for all calls made
      upon him  notwithstanding the subsequent transfer of the shares in respect
      of which the call was made.

Payment on Calls

20.   A call may be made payable by instalments and shall be deemed to have been
      made at the time when the resolution of the board authorising the call was
      passed.

Liability of Joint Holders

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

Interest Due on Non-Payment

22.   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 is due and  payable to the time of actual  payment at such
      rate, not exceeding 15 per cent. per annum,  as the board may decide,  but
      the board shall be at liberty to waive  payment of the interest  wholly or
      in part.
<PAGE>
                                       15


Sums Due on Allotment Treated as Calls

23.   Any amount which becomes  payable in respect of a share on allotment or on
      any other date fixed by or in accordance with the terms of issue,  whether
      in respect of the  nominal  amount of the share or by way of premium or as
      an  instalment  of a call,  shall be deemed to be a call and, if it is not
      paid,  all the  provisions of these articles shall apply as if the sum had
      become due and payable by virtue of a call.

Power to Differentiate

24.   Subject  to the  terms of  issue,  the  board  may on the  issue of shares
      differentiate  between the  allottees or holders as to the amount of calls
      to be paid and the times of payment.

Payment of Calls in Advance

25.   The board may, if it thinks fit, receive from any member who is willing to
      advance  them all or any part of the moneys  uncalled  and unpaid upon any
      shares  held by him and  upon all or any of the  moneys  so  advanced  may
      (until they would,  but for the  advance,  become  presently  payable) pay
      interest  at such rate,  not  exceeding  (unless  the  company by ordinary
      resolution  shall  otherwise  direct) 15 per cent. per annum, as the board
      may decide.

                              Forfeiture of Shares

Notice if Call or Instalment Not Paid

26.   If any call or instalment of a call remains  unpaid on any share after the
      day appointed for payment, the board may at any time serve a notice on the
      holder  requiring  payment  of so much of the  call  or  instalment  as is
      unpaid, together with any interest which may have accrued and any expenses
      incurred by the company by reason of such non payment.

Form of Notice

27.   The notice  shall name a further day (not being less than  fourteen  clear
      days from the date of the notice) on or before which, and the place where,
      the  payment  required by the notice is to be made and shall state that in
      the event of non-payment on or before the day and at the place  appointed,
      the shares in respect of which the call was made or  instalment is payable
      will be liable to be forfeited.  The board may accept the surrender of any
      share  liable to be  forfeited

<PAGE>
                                       16


      and, in that event,  references  in these  articles  to  forfeiture  shall
      include surrender.

Forfeiture if Non-Compliance with Notice

28.   If the notice is not complied  with,  any share in respect of which it was
      given may,  at any time  before  payment of all calls or  instalments  and
      interest and expenses due in respect of it has been made,  be forfeited by
      a resolution of the board to that effect and the forfeiture  shall include
      all  dividends  declared  and  other  moneys  payable  in  respect  of the
      forfeited shares and not paid before the forfeiture.

Notice after Forfeiture

29.   When any  share has been  forfeited,  notice  of the  forfeiture  shall be
      served upon the person who was before  forfeiture  the holder of the share
      but no forfeiture  shall be invalidated by any omission or neglect to give
      the notice.

Sale of Forfeited Shares

30.   Until cancelled in accordance with the requirements of the Companies Acts,
      a forfeited  share  shall be deemed to be the  property of the company and
      may be sold, re-allotted or otherwise disposed of either to the person who
      was, before forfeiture,  the holder or to any other person upon such terms
      and in such  manner  as the  board  shall  decide.  The  board may for the
      purposes of the disposal authorise some person to execute an instrument of
      transfer  to the  designated  transferee.  The  company  may  receive  the
      consideration  (if any)  given  for the share on its  disposal  and if the
      share is in registered  form may register the  transferee as the holder of
      the share.  At any time before a sale,  re-allotment  or  disposition  the
      forfeiture  may be  cancelled  by the board on such terms as the board may
      decide.

Arrears to be Paid Notwithstanding Forfeitures

31.   A person  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 forfeited shares but shall remain liable to pay to the
      company all moneys which at the date of the forfeiture were payable by him
      to the  company in respect of those  shares with  interest  thereon at the
      rate of 15 per  cent.  per  annum  (or such  lower  rate as the  board may
      decide) from the date of  forfeiture  until  payment,  and the company may
      enforce  payment  without being under any obligation to make any allowance
      for the value of the shares forfeited or for any consideration received on
      their disposal.
<PAGE>
                                       17


Statutory Declaration as to Forfeiture

32.   A statutory declaration that the declarant is a director of the company or
      the  secretary  and 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.  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 purchase
      money  (if any)  nor  shall  his  title to the  share be  affected  by any
      irregularity or invalidity in the proceedings  relating to the forfeiture,
      sale, re-allotment or disposal.



<PAGE>
                                       18


                               Transfer of Shares

Transfer of Shares

33.   Subject to such of the restrictions of these articles as may be applicable

      (a)   any member may transfer all or any of his  uncertificated  shares by
            means of a relevant  system in such manner provided for, and subject
            as provided,  in the Uncertificated  Securities  Regulations and the
            rules of any relevant  system and  accordingly no provision of these
            articles  shall apply in respect of an  uncertificated  share to the
            extent that it requires or contemplates  the effecting of a transfer
            by an instrument in writing or the  production of a certificate  for
            the share to be transferred; and

      (b)   any member may transfer all or any of his certificated  shares by an
            instrument  of transfer in any usual form or in any other form which
            the board may approve.

Execution of Transfer

34.   The instrument of transfer of a certificated share shall be executed by or
      on behalf of the  transferor  and (in the case of a partly paid share) the
      transferee, and the transferor shall be deemed to remain the holder of the
      share  until the name of the  transferee  is  entered in the  register  in
      respect  of it. All  instruments  of  transfer,  when  registered,  may be
      retained by the company.

Rights to Decline Registration of Partly Paid Shares

35.   The board may, in its absolute  discretion  and without  giving any reason
      for so doing, decline to register any transfer of any share which is not a
      fully paid share.

Other Rights to Decline Registration

36.   (A)   The board may decline to  register  any  transfer of a  certificated
            share unless:-

            (a)   the   instrument  of  transfer  is  lodged  with  the  company
                  accompanied  (save in the case of a  transfer  by a person  to
                  whom  the   company  is  not   required  by  law  to  issue  a
                  certificate)  by the  certificate  for the  shares to which it
                  relates and such other  evidence  as the board may  reasonably
                  require  to show  the  right  of the  transferor  to
<PAGE>
                                       19


                  make the  transfer  (and,  if the  instrument  of  transfer is
                  executed by some other person on his behalf,  the authority of
                  that person to do so),

            (b)   the  instrument of transfer is in respect of only one class of
                  share, and

            (c)   in the case of a  transfer  to joint  holders,  the  number of
                  joint holders to whom the share is to be transferred  does not
                  exceed four.

      (B)   The  board  may  only   decline  to   register  a  transfer   of  an
            uncertificated   share   in  the   circumstances   set  out  in  the
            Uncertificated  Securities Regulations,  and where, in the case of a
            transfer to joint  holders,  the number of joint holders to whom the
            uncertificated share is to be transferred exceeds four.

Notice of Refusal

37.   If the board  declines to register a transfer of a share it shall,  within
      two months after the date on which the  instrument  of transfer was lodged
      or, in the case of uncertificated shares, within two months after the date
      on  which  the  relevant  Operator-instruction  is  received,  send to the
      transferee notice of the refusal.

No Fee for Registration

38.   No fee shall be charged by the company  for  registering  any  transfer or
      document relating to or affecting the title to any share or for making any
      other entry in the register.

Untraced Shareholders

39.   The company may sell any  certificated  shares in the company on behalf of
      the  holder  of, or person  entitled  by  transmission  to,  the shares by
      instructing  a member of the London  Stock  Exchange  to sell them at best
      price if:-

      (a)   the  shares   have  been  in  issue   either  in   certificated   or
            uncertificated  form  throughout the qualifying  period and at least
            three cash  dividends  have become  payable on the shares during the
            qualifying period,

      (b)   no cash  dividend  payable on the shares has either been  claimed by
            presentation to the paying bank of the relevant cheque or warrant or
            been satisfied by the transfer of funds to a bank
<PAGE>
                                       20


            account   designated  by  the  holder  of,  or  person  entitled  by
            transmission  to, the shares or by the transfer of funds by means of
            a relevant system at any time during the relevant period,

      (c)   so far as any  director  of the  company at the end of the  relevant
            period is then  aware,  the  company  has not at any time during the
            relevant  period received any  communication  from the holder of, or
            person entitled by transmission to, the shares,

      (d)   the company has caused two advertisements to be published,  one in a
            newspaper with a national  circulation  and the other in a newspaper
            circulating  in the area in  which  the last  known  address  of the
            holder of, or person entitled by transmission  to, the shares or the
            address  at which  service  of  notices  may be  effected  under the
            articles  is located,  giving  notice of its  intention  to sell the
            shares  and a period of three  months has  elapsed  from the date of
            publication  of  the  advertisements  or of  the  last  of  the  two
            advertisements  to be published  if they are  published on different
            dates, and

      (e)   the company  has given  notice to the London  Stock  Exchange of its
            intention to make the sale.

      For the purpose of this article:

      "the  qualifying  period"  means the  period of twelve  years  immediately
      preceding the date of  publication  of the  advertisements  referred to in
      sub-paragraph  (d) above or of the first of the two  advertisements  to be
      published if they are published on different dates; and

      "the relevant  period" means the period  beginning at the  commencement of
      the qualifying  period and ending on the date when all the requirements of
      sub-paragraphs (a) to (e) above have been satisfied.

      If during any relevant  period further shares have been issued in right of
      those held at the beginning of that relevant  period or of any  previously
      so  issued  during  that  relevant  period  and  all the  requirements  of
      sub-paragraphs  (b) to (e)  above  have  been  satisfied  in regard to the
      further shares, the company may also sell the further shares.

      To give effect to any sale of shares  pursuant  to this  article the board
      may authorise some person to transfer the certificated  shares in question
      and an  instrument  of  transfer  executed  by  that  person  shall  be as
      effective as if it had been executed by the holder of, or person  entitled
      by transmission to, the shares. The purchaser shall
<PAGE>
                                       21


      not be bound to see to the  application  of the purchase  moneys nor shall
      his title to the shares be affected by any  irregularity  or invalidity in
      the  proceedings  relating  to the sale.  The net  proceeds  of sale shall
      belong to the company and,  upon their  receipt,  the company shall become
      indebted to the former holder of, or person entitled by  transmission  to,
      the  shares for an amount  equal to the net  proceeds.  No trust  shall be
      created in respect of the debt and no interest shall be payable in respect
      of it and the  company  shall not be  required  to account  for any moneys
      earned from the net proceeds  which may be employed in the business of the
      company or as it thinks fit.

                             Transmission of Shares

Transmission on Death

40.   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 shares;  but nothing contained in these
      articles shall release the estate of a deceased  holder from any liability
      in respect of any share held by him solely or jointly with other persons.

Entry of Transmission in Register

41.   Where the  entitlement  of a person to a share in consequence of the death
      or  bankruptcy  of a  member  or of any  other  event  giving  rise to its
      transmission  by  operation  of law is proved to the  satisfaction  of the
      board, the board shall within two months after proof cause the entitlement
      of that person to be noted in the register.

Election of Person Entitled by Transmission

42.   Any person entitled by  transmission  to a share may,  subject as provided
      elsewhere  in these  articles,  elect  either to become  the holder of the
      share or to have some person nominated by him registered as the holder. If
      he elects to be registered  himself he shall give notice to the company to
      that effect.  If he elects to have  another  person  registered,  he shall
      transfer  title to the share to that person.  All the  provisions of these
      articles  relating to the  transfer of shares shall apply to the notice or
      transfer as if the death or bankruptcy of the member or other event giving
      rise to the  transmission  had not occurred and the notice or transfer was
      given or executed by the member.
<PAGE>
                                       22


Rights of Person Entitled by Transmission

43.   Where a person becomes  entitled by transmission to a share, the rights of
      the holder in relation to that share shall cease,  but the person entitled
      by  transmission  to the share may give a good discharge for any dividends
      or other moneys payable in respect of it and shall have the same rights in
      relation  to the  share as he would  have had if he were the  holder of it
      save that,  until he  becomes  the  holder,  he shall not be  entitled  in
      respect  of the  share to  attend or vote at any  general  meeting  of the
      company or at any separate  general meeting of the holders of any class of
      shares in the company. The board may at any time give notice requiring the
      person to elect either to be  registered  himself or to transfer the share
      and if the notice is not  complied  with  within  sixty days the board may
      withhold  payment of all dividends and other moneys  payable in respect of
      the share until the requirements of the notice have been complied with.

                           Alteration of Share Capital

Increase, Consolidation, Sub-Division and Cancellation

44.   The company may from time to time by ordinary resolution:-

      (a)   increase its share  capital by such sum to be divided into shares of
            such amount as the resolution shall prescribe;

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

      (c)   sub-divide  its shares or any of them into shares of smaller  amount
            and the  resolution  may  determine  that,  as  between  the  shares
            resulting from the sub-division, any of them may have any preference
            or advantage or be subject to any  restriction  as compared with the
            others; and

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

Fractions

45.   Whenever as a result of a consolidation of shares any members would become
      entitled to fractions of a share, the board may deal with the fractions as
      it thinks  fit and in  particular  may sell the  shares  representing  the
      fractions  to any  person  (including,  subject to the  provisions  of the
      Companies Acts, the company) and distribute the net
<PAGE>
                                       23


      proceeds of sale in due  proportion  among those members and the board may
      authorise  some  person  to  transfer  or  deliver  the  shares  to, or in
      accordance  with the directions of, the purchaser.  The person to whom any
      shares  are  transferred  or  delivered  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
      relating to the sale.

Reduction of Capital

46.   Subject to the  provisions  of the  Companies  Acts,  the  company  may by
      special  resolution  reduce  its share  capital,  any  capital  redemption
      reserve,  any share premium account and other  undistributable  reserve in
      any way.

                                General Meetings

Extraordinary General Meetings

47.   Any general  meeting of the company other than an annual  general  meeting
      shall be called an extraordinary general meeting.

Annual General Meetings

48.   The board shall  convene and the company  shall hold  general  meetings as
      annual  general  meetings  in  accordance  with  the  requirements  of the
      Companies Acts.

Convening of Extraordinary General Meetings

49.   The board may convene an extraordinary  general meeting whenever it thinks
      fit.

                           Notice of General Meetings

Length of Notice

50.   An annual general meeting and an  extraordinary  general meeting  convened
      for the  passing  of a  special  resolution  or (save as  provided  by the
      Companies  Acts) a resolution of which special notice has been given shall
      be convened by not less than twenty-one clear days' notice in writing. All
      other  extraordinary  general  meetings shall be convened by not less than
      fourteen  clear days'  notice in  writing.  The notice  shall  specify the
      place, day and time of the meeting, and the general nature of the business
      to be  transacted.  Notice of every general  meeting shall be given to all
      members other than any who,  under the provisions of these articles or the
      terms of issue of the
<PAGE>
                                       24


      shares  they hold,  are not  entitled  to receive  such  notices  from the
      company,  and also to the auditors or, if more than one,  each of them. In
      this article  references to notice in writing  include notice given by the
      use  of  electronic   communications  and  publication  on  a  website  in
      accordance with the Companies Acts.

      Notwithstanding  that a meeting  of the  company  is  convened  by shorter
      notice than that  specified  in this  article,  it shall be deemed to have
      been properly convened if it is so agreed:-

      (a)   in the  case  of an  annual  general  meeting,  by all  the  members
            entitled to attend and vote at the meeting; and

      (b)   in the case of any other  meeting,  by a  majority  in number of the
            members  having a right to attend and vote at the  meeting,  being a
            majority  together  holding  not less than 95 per cent.  in  nominal
            value of the shares giving that right.

Omission or Non-Receipt of Notice

51.   The  accidental  omission  to give  notice of a meeting  or (any  document
      relating to the meeting) the accidental  omission to send an instrument of
      proxy to, or the non-receipt of any such notice or document by, any person
      entitled to receive the notice shall not  invalidate  the  proceedings  at
      that meeting.

Postponement of General Meetings

52.   If the board, in its absolute discretion, considers that it is impractical
      or unreasonable for any reason to hold a general meeting on the date or at
      the time or place specified in the notice calling the general meeting,  it
      may postpone the general meeting to another date,  time and place.  When a
      meeting  is so  postponed,  notice  of the  date,  time  and  place of the
      postponed  meeting shall be placed in at least two national  newspapers in
      the  United  Kingdom.  Notice of the  business  to be  transacted  at such
      postponed meeting shall not be required.

                         Proceedings at General Meetings

Quorum

53.   No business shall be transacted at any general  meeting unless a quorum is
      present when the meeting proceeds to business, but the absence of a quorum
      shall not preclude the choice or appointment of a chairman which shall not
      be treated  as part of the  business  of the  meeting.  Save as  otherwise
      provided by these articles,  two members
<PAGE>
                                       25


      present in person or by proxy and  entitled  to vote shall be a quorum for
      all purposes.

Procedure if Quorum Not Present

54.   If within five minutes (or such longer time not  exceeding one hour as the
      chairman of the meeting may decide to wait) after the time  appointed  for
      the commencement of the meeting a quorum is not present, the meeting shall
      stand adjourned to such other day (being not less than three nor more than
      twenty-eight  days later) and at such other time or place as may have been
      specified for the purpose in the notice  convening  the meeting.  Where no
      such  arrangements  have  been  so  specified,  the  meeting  shall  stand
      adjourned  to such  other  day  (being  not less  than  ten nor more  than
      twenty-eight  days later) and at such other time or place as the  chairman
      of the meeting may decide  and, in this case,  the company  shall give not
      less than seven clear days' notice in writing of the adjourned meeting. At
      any adjourned  meeting one member present in person or by proxy  (whatever
      the  number of shares  held by him) shall be a quorum and any notice of an
      adjourned  meeting  shall  state that one  member  present in person or by
      proxy  (whatever  the number of shares held by him) shall be a quorum.  In
      this article reference to notice being in writing includes notice given by
      use  of  electronic   communications  and  publication  on  a  website  in
      accordance with the Companies Acts.

Security Arrangements

55.   The board may direct that  persons  wishing to attend any general  meeting
      should  submit  to  such  searches  or  other  security   arrangements  or
      restrictions as the board shall consider  appropriate in the circumstances
      and shall be entitled in its absolute  discretion to, or to authorise some
      one or more  persons who shall  include a director o the  secretary or the
      chairman  of the  meeting  to,  refuse  entry to, or to eject  from,  such
      general  meeting  any  person who fails to submit to such  searches  or to
      otherwise comply with such security arrangements or restrictions.

Chairman of General Meeting

56.   The chairman (if any) of the board or, in his absence, the deputy chairman
      (if any) shall preside as chairman at every general  meeting.  If there is
      no chairman or deputy chairman,  or if at any meeting neither the chairman
      nor any deputy  chairman  is present  within five  minutes  after the time
      appointed for the commencement of the meeting,  or if neither the chairman
      nor any  deputy  chairman  is willing to act as  chairman,  the  directors
      present  shall choose one of their number to act, or if one director  only
      is present he shall  preside as
<PAGE>
                                       26


      chairman if willing to act.  If no director is present,  or if each of the
      directors  present  declines to take the chair,  the  persons  present and
      entitled to vote shall appoint one of their number to be chairman.

Orderly Conduct

57.   The  chairman  shall  take such  action as he thinks  fit to  promote  the
      orderly  conduct of the business of the meeting as laid down in the notice
      of the meeting and the  chairman's  decision  on matters of  procedure  or
      arising  incidentally  from the business of the meeting  shall be final as
      shall be his determination as to whether any matter is of such a nature.

Entitlement to Attend and Speak

58.   Each director shall be entitled to attend and speak at any general meeting
      of the company and at any separate  general  meeting of the holders of any
      class of shares in the  company.  The  chairman  may  invite any person to
      attend and speak at any general  meeting of the company  whom the chairman
      considers  to be equipped by  knowledge  or  experience  of the  company's
      business to assist in the deliberations of the meeting.

Adjournments

59.   The chairman  may at any time  without the consent of the meeting  adjourn
      any  meeting  (whether  or not it has  commenced  or a quorum is  present)
      either  sine die or to another  time or place where it appears to him that
      (a) the members wishing to attend cannot be  conveniently  accommodated in
      the place  appointed  for the meeting  (b) the conduct of persons  present
      prevents or is likely to prevent the orderly  continuation  of business or
      (c) an  adjournment  is  otherwise  necessary  so that the business of the
      meeting may be properly  conducted.  In addition,  the chairman may at any
      time with the  consent of any  meeting  at which a quorum is present  (and
      shall if so directed by the meeting)  adjourn the meeting  either sine die
      or to another time or place. When a meeting is adjourned sine die the time
      and  place  for the  adjourned  meeting  shall be fixed by the  board.  No
      business  shall be  transacted at any adjourned  meeting  except  business
      which  might  properly  have  been  transacted  at  the  meeting  had  the
      adjournment not taken place.

Notice of Adjournment

60.   When a meeting is adjourned for three months or more, or sine die,  notice
      of the  adjourned  meeting  shall be  given as in the case of an
<PAGE>
                                       27


      original meeting.  Except where these articles otherwise require, it shall
      not be  necessary  to give any  notice of an  adjourned  meeting or of the
      business to be transacted at an adjourned meeting.

                                   Amendments

Amendments to Resolutions

61.   In the case of a resolution  duly  proposed as a special or  extraordinary
      resolution  no  amendment  thereto  (other than an  amendment to correct a
      patent  error)  may be  considered  or  voted  upon  and in the  case of a
      resolution  duly proposed as an ordinary  resolution no amendment  thereto
      (other than an amendment to correct a patent  error) may be  considered or
      voted upon  unless  either at least  forty-eight  hours  prior to the time
      appointed  for  holding  the  meeting or  adjourned  meeting at which such
      ordinary  resolution  is to be proposed  notice in writing of the terms of
      the amendment and intention to move the same has been lodged at the office
      or  the  chairman  in  his  absolute  discretion  decides  that  it may be
      considered or voted upon.

Amendments Ruled Out of Order

62.   If an amendment  shall be proposed to any resolution  under  consideration
      but  shall  be  ruled  out of order by the  chairman  of the  meeting  the
      proceedings on the substantive  resolution shall not be invalidated by any
      error in such ruling.

                                     Voting

Method of Voting

63.   At any general  meeting a resolution  put to the vote of the meeting shall
      be decided on a show of hands unless (before or on the  declaration of the
      result of the show of hands or on the withdrawal of any other demand for a
      poll) a poll is properly  demanded.  Subject to the Companies Acts, a poll
      may be demanded by:-

      (a)   the chairman of the meeting, or

      (b)   at least five members  present in person or by proxy and entitled to
            vote, or

      (c)   any member or members present in person or by proxy and representing
            in the aggregate not less than  one-tenth of the total voting rights
            of all the  members  having  the  right  to  attend  and vote at the
            meeting, or
<PAGE>
                                       28


      (d)   any  member or  members  present  in person or by proxy and  holding
            shares conferring a right to attend and vote at the meeting on which
            there have been paid up sums in the aggregate equal to not less than
            one-tenth of the total sum paid up on all the shares conferring that
            right.

      Unless  a  poll  is so  demanded  and  the  demand  is  not  withdrawn,  a
      declaration  by the chairman that a resolution has been carried or carried
      unanimously  or by a  particular  majority or not carried by a  particular
      majority or lost shall be conclusive evidence of the fact without proof of
      the  number  or  proportion  of the  votes  recorded  for or  against  the
      resolution.

Procedure if Poll Demanded

64.   If a poll is  properly  demanded  it shall be taken in such  manner as the
      chairman  shall  direct  and he may  appoint  scrutineers  who need not be
      members.  The result of the poll shall be deemed to be the  resolution  of
      the meeting at which the poll was demanded.

When Poll to be Taken

65.   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 on such date (being not later
      than  thirty days after the date of the demand) and at such time and place
      as the  chairman  shall  direct.  It shall not be  necessary  (unless  the
      chairman otherwise directs) for notice to be given of a poll.

Continuance of Other Business after Poll Demand

66.   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,  and it may be withdrawn with the consent of the chairman at
      any time  before  the  close of the  meeting  or the  taking  of the poll,
      whichever  is the  earlier,  and in that event  shall not  invalidate  the
      result of a show of hands declared before the demand was made.

Votes on a Poll

67.   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.
<PAGE>
                                       29


Casting Vote of Chairman

68.   In the case of an  equality  of votes at a general  meeting,  whether on a
      show of hands or on a poll,  the chairman of the meeting shall be entitled
      to an additional or casting vote.

Votes of Joint Holders

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

Voting on Behalf of Incapable Member

70.   A member in respect of whom an order has been made by any competent  court
      or  official  on the ground  that he is or may be  suffering  from  mental
      disorder  or is  otherwise  incapable  of  managing  his affairs may vote,
      whether on a show of hands or on a poll, by any person  authorised in such
      circumstances to do so on his behalf and that person may vote on a poll by
      proxy,  provided  that  evidence to the  satisfaction  of the board of the
      authority  of the person  claiming to exercise  the right to vote has been
      received  at the  office (or at such other  place as may be  specified  in
      accordance  with these articles for the receipt of appointments of a proxy
      in writing  which are not  electronic  communications)  not later than the
      last time at which an  instrument  of proxy  should have been  received in
      order to be valid for use at that meeting or on the holding of that poll.

No Right to Vote where Sums Overdue on Shares

71.   No member shall,  unless the board otherwise decides,  be entitled to vote
      at any general  meeting of the company or at any separate  general meeting
      of the holders of any class of shares in the  company  unless all calls or
      other sums  presently  payable by him in respect of shares in the  company
      have been paid.

Objections or Errors in Voting

72.   If:-

      (a)   any objection shall be raised to the qualification of any voter, or

      (b)   any votes have been counted  which ought not to have been counted or
            which might have been rejected, or
<PAGE>
                                       30


      (c)   any votes are not counted which ought to have been counted,

      the  objection  or error shall not vitiate the  decision of the meeting or
      adjourned  meeting on any resolution unless it is raised or pointed out at
      the  meeting  or, as the case may be, the  adjourned  meeting at which the
      vote  objected to is given or tendered or at which the error  occurs.  Any
      objection  or error  shall be  referred  to the  chairman  and shall  only
      vitiate  the  decision of the meeting on any  resolution  if the  chairman
      decides that the same may have  affected the decision of the meeting.  The
      decision of the chairman on such matters shall be conclusive.

                                     Proxies

Execution of Proxies

73.   An instrument appointing a proxy shall be in writing under the hand of the
      appointor or his attorney  authorised in writing or, if the appointor is a
      corporation,  either  under  its  seal or under  the  hand of an  officer,
      attorney or other person authorised to sign it. In this article references
      to an  instrument  appointing a proxy being in writing  include the use of
      electronic  communications,  subject to such terms and  conditions  as the
      results of the Board may decide.

Delivery of Proxies

74.   (A)   The instrument appointing a proxy and (if required by the board) any
            authority  under  which  it is  signed  or a copy of the  authority,
            certified  notarially or in some other manner approved by the board,
            which is not an electronic communication, must be:

            (i)   received  at the office (or to such other  place in the United
                  Kingdom  as  may be  specified  in the  notice  convening  the
                  meeting or in any notice of adjournment or, in either case, in
                  any  accompanying  document) not less than  forty-eight  hours
                  before the time appointed for holding the meeting or adjourned
                  meeting at which the person named in the  instrument  proposes
                  to vote;

            (ii)  in the  case  of an  appointment  contained  in an  electronic
                  communication,  where an address  has been  specified  for the
                  purpose of receiving  electronic  communications in the notice
                  convening the meeting or in any notice of any  adjournment or,
                  in either case, in any accompanying document, received at such
                  address not less than 48 hours before the time  appointed  for
                  holding the meeting or
<PAGE>
                                       31


                  adjourned meeting at which the person named in the appointment
                  proposes to vote; or

            (iii) in the case of a poll  taken  subsequently  to the date of the
                  meeting or adjourned  meeting,  received as aforesaid not less
                  than  twenty-four  hours  before  the time  appointed  for the
                  taking of the poll,

            and an  appointment  of a proxy which is not received in a manner so
            permitted  shall be  invalid.  When two or more valid but  differing
            instruments  of proxy are delivered in respect of the same share for
            use at the same meeting, the one which is last delivered (regardless
            of its date or of the date of its  execution)  shall be  treated  as
            replacing  and  revoking  the others as regards  that share;  if the
            company is unable to  determine  which was last  delivered,  none of
            them shall be treated as valid in respect of that share. Delivery of
            an  instrument  appointing  a proxy shall not preclude a member from
            attending and voting in person at the meeting or poll concerned.

Maximum Validity of Proxy

75.   No  instrument  appointing a proxy shall be valid after twelve months have
      elapsed from the date named in it as the date of its execution.

Form of Proxy

76.   Instruments  of proxy  shall be in any usual form or in such other form as
      the board may approve and the board may, if it thinks fit,  but subject to
      the  provisions  of the  Companies  Acts,  send out with the notice of any
      meeting  forms  of  instrument  of  proxy  for  use  at the  meeting.  The
      instrument of proxy shall be deemed to confer  authority to demand or join
      in demanding a poll and to vote on any  amendment  of a resolution  put to
      the meeting for which it is given as the proxy thinks fit. The  instrument
      of proxy shall,  unless the contrary is stated in it, be valid as well for
      any adjournment of the meeting as for the meeting to which it relates.

Cancellation of Proxy's Authority

77.   A vote  given  or poll  demanded  by a  proxy  or by the  duly  authorised
      representative  of  a  corporation  shall  be  valid  notwithstanding  the
      previous  determination of the authority of the person voting or demanding
      a poll,  unless notice in writing of the determination was received by the
      company at the office  (or such other  place in the United  Kingdom as was
      specified for the delivery of instruments of
<PAGE>
                                       32


      proxy in the notice convening the meeting or other accompanying  document)
      not later than the last time at which an  instrument  of proxy should have
      been  delivered  in  order to be valid  for use at the  meeting  or on the
      holding of the poll at which the vote was given or the poll  demanded.  In
      this article  reference  to notice in writing  includes the results of the
      use of electronic communications,  subject to such terms and conditions as
      the board may decide.

                Appointment, Retirement and Removal of Directors

Age of Directors

78.   No person shall be disqualified  from being  appointed a director,  and no
      director  shall be required to vacate that  office,  by reason only of the
      fact that he has  attained  the age of seventy  years or any other age nor
      shall it be  necessary  by  reason  of his age to give  special  notice or
      comply with any other special formality in connection with his appointment
      or election.  Where the board convenes any general  meeting of the company
      at which (to the  knowledge of the board) a director  will be proposed for
      appointment  or  reappointment  who at the date for which the  meeting  is
      convened will have  attained the age of seventy  years or more,  the board
      shall give notice of his age in years in the notice  convening the meeting
      or in any document accompanying the notice, but the accidental omission to
      do so  shall  not  invalidate  any  proceedings,  or  any  appointment  or
      reappointment of that director, at that meeting.

Directors' Shareholding Qualification

79.   No shareholding qualification for directors shall be required.

Power of Company to Appoint Directors

80.   Subject to the provisions of these  articles,  the company may by ordinary
      resolution  appoint  any person  who is  willing to act to be a  director,
      either to fill a vacancy or as an addition to the existing  board,  but so
      that the  total  number of  directors  shall  not at any time  exceed  any
      maximum number fixed by or in accordance with these articles.

Power of Board to Appoint Directors

81.   Without  prejudice to the power of the company in general meeting pursuant
      to any of the  provisions of these  articles to appoint any person to be a
      director,  the board may  appoint any person who is willing to act to be a
      director,  either  to fill a vacancy  or as an  addition  to the  existing
      board,  but so that the total  number of
<PAGE>
                                       33


      directors  shall not at any time exceed any maximum  number fixed by or in
      accordance  with these  articles.  Any  director so  appointed  shall hold
      office only until the next following  annual general meeting but shall not
      be taken  into  account  in  determining  the  directors  or the number of
      directors who are to retire by rotation at that meeting.

Number to Retire by Rotation

82.   At every annual general  meeting until 2001 one-third of the directors or,
      if their  number is not three or any  multiple  of three,  then the number
      nearest to and less than one-third  shall retire from office but, if there
      are fewer than three  directors who are subject to retirement by rotation,
      they shall retire.  At the annual  general  meeting in 2002 and thereafter
      all of the directors shall retire and be eligible for re-election.

Identity of Directors to Retire

83.   Subject to the provisions of the Companies Acts and of these articles, the
      directors to retire by rotation on each  occasion  shall be those who have
      been longest in office since their last appointment or reappointment  but,
      as between  persons who became or were last  reappointed  directors on the
      same  day,  those to retire  shall  (unless  they  otherwise  agree  among
      themselves) be determined by lot. The directors to retire on each occasion
      (both as to number and identity) shall be determined by the composition of
      the board at start of  business  on the date of the notice  convening  the
      annual  general  meeting and no director shall be required to retire or be
      relieved  from  retiring by reason of any change in the number or identity
      of the directors  after that time on the date of the notice but before the
      close of the meeting.

Filling Rotation Vacancies

84.   Subject to the provisions of these articles, the company at the meeting at
      which a director  retires by rotation  may fill the vacated  office and in
      default the  retiring  director  shall,  if willing to continue to act, be
      deemed to have been  reappointed,  unless at such  meeting it is expressly
      resolved  not to fill the vacated  office or unless a  resolution  for the
      reappointment of that director has been put to the meeting and lost.

Power of Removal by Special Resolution

85.   In addition to any power of removal  conferred by the Companies  Acts, the
      company  may  by  special   resolution  remove  any  director  before  the
      expiration of his period of office and may (subject to these
<PAGE>
                                       34


      articles) by ordinary  resolution appoint another person who is willing to
      act to be a  director  in his  place.  Any  person so  appointed  shall be
      treated,  for the purpose of determining the time at which he or any other
      director is to retire,  as if he had become a director on the day on which
      the  person  in  whose  place  he  is  appointed  was  last  appointed  or
      reappointed a director.

Persons Eligible as Directors

86.   No person  other than a  director  retiring  at the  meeting  (whether  by
      rotation or otherwise) shall be appointed or reappointed a director at any
      general meeting unless:-

      (a)   he is recommended by the board, or

      (b)   not less than twelve nor more than thirty five clear days before the
            day appointed for the meeting, notice executed by a member qualified
            to vote at the  meeting  (not being the person to be  proposed)  has
            been given to the  secretary of the intention to propose that person
            for  appointment or  reappointment  together with notice executed by
            that person of his willingness to be appointed or reappointed.

Position of Retiring Directors

87.   A director  who retires  (whether by rotation or  otherwise)  at an annual
      general meeting may, if willing to continue to act, be reappointed.  If he
      is not  reappointed  or deemed to be  reappointed,  he shall retain office
      until the meeting  appoints someone in his place or, if it does not do so,
      until the end of the meeting.

Vacation of Office by Directors

88.   Without  prejudice  to  the  provisions  for  retirement  by  rotation  or
      otherwise  contained in these articles,  the office of a director shall be
      vacated if:-

      (a)   he resigns his office by notice in  writing,  such notice in writing
            to  include  the use of  electronic  communications  subject to such
            terms and conditions as the board may decide, received at the office
            or tendered at a meeting of the board, or

      (b)   he is or has been  suffering  from  mental  ill  health or becomes a
            patient for any purpose of any statute relating to mental health and
            the board resolves that his office is vacated, or
<PAGE>
                                       35


      (c)   he is absent  without the  permission  of the board from meetings of
            the board  (whether or not an  alternate  director  appointed by him
            attends) for twelve  consecutive  months and the board resolves that
            his office is vacated, or

      (d)   he becomes bankrupt or compounds with his creditors generally, or

      (e)   he is prohibited by law from being a director, or

      (f)   he ceases to be a  director  by virtue of the  Companies  Acts or is
            removed from office pursuant to these articles.

      If the office of a director is vacated  for any reason,  he shall cease to
      be a member of any committee or sub-committee of the board.

Alternate Directors

89.   (A)   Each  director may appoint any person to be his alternate and may at
            his  discretion  remove an alternate  director so appointed.  If the
            alternate  director  is not  already a  director,  the  appointment,
            unless previously approved by the board, shall have effect only upon
            and subject to its being so approved.  Any appointment or removal of
            an alternate  director shall be effected by notice in writing signed
            by the  appointor  and  delivered  to the  office or  tendered  at a
            meeting of the board,  or in any other manner approved by the board.
            If his  appointor  so  requests,  an  alternate  director  shall  be
            entitled  to  receive  notice  of all  meetings  of the  board or of
            committees of the board of which his appointor is a member. He shall
            also be  entitled  to  attend  and  vote as a  director  at any such
            meeting  at which  the  director  appointing  him is not  personally
            present  and at such  meeting  to  exercise  and  discharge  all the
            functions,  powers and duties of his appointor as a director and for
            the purposes of the  proceedings  at such meeting the  provisions of
            these articles shall apply as if he were a director.

      (B)   Every  person  acting as an  alternate  director  shall  (except  as
            regards power to appoint an alternate and  remuneration)  be subject
            in all  respects to the  provisions  of these  articles  relating to
            directors and shall alone be responsible to the company for his acts
            and  defaults  and shall not be deemed to be the agent of or for the
            director  appointing him. An alternate director may be paid expenses
            and shall be entitled to be  indemnified  by the company to the same
            extent as if he were a
<PAGE>
                                       36


            director  but shall not be entitled to receive  from the company any
            fee in his capacity as an alternate director.

      (C)   Every person acting as an alternate director shall have one vote for
            each director for whom he acts as alternate,  in addition to his own
            vote if he is also a director. Execution by an alternate director of
            any  resolution  in writing of the board or a committee of the board
            shall,  unless  the  notice  of  his  appointment  provides  to  the
            contrary, be as effective as execution by his appointor.

      (D)   An alternate director shall  automatically  cease to be an alternate
            director  if his  appointor  ceases  for any reason to be a director
            except that,  if at any meeting any director  retires by rotation or
            otherwise but is reappointed or deemed to be reappointed at the same
            meeting,  any appointment made by him pursuant to this article which
            was in force immediately before his retirement shall remain in force
            as though he had not retired.

      (E)   In  this  article  references  to in  writing  include  the  use  of
            electronic  communications  subject to such terms and  conditions as
            the board may decide.

Executive Directors

90.   The board or any  committee  authorised by the board may from time to time
      appoint one or more directors to hold any  employment or executive  office
      with the  company  for  such  period  (subject  to the  provisions  of the
      Companies  Acts) and upon such other  terms as the board or any  committee
      authorised  by the board may in its  discretion  decide  and may revoke or
      terminate any  appointment  so made.  Any revocation or termination of the
      appointment  shall be without  prejudice to any claim for damages that the
      director  may have against the company or the company may have against the
      director  for any breach of any  contract  of service  between him and the
      company which may be involved in the revocation or termination. A director
      so appointed  shall receive such  remuneration  (whether by way of salary,
      commission,  participation  in profits or  otherwise)  as the board or any
      committee authorised by the board may decide, and either in addition to or
      in lieu of his remuneration as a director.
<PAGE>
                                       37


                  Additional Remuneration Expenses and Pensions

Additional Remuneration

91.   Any director who  performs  services  which in the opinion of the board or
      any committee  authorised by the board go beyond the ordinary  duties of a
      director  may be paid such extra  remuneration  (whether by way of salary,
      commission,  participation  in profits or  otherwise)  as the board or any
      committee authorised by the board may in its discretion decide in addition
      to any remuneration provided for by or pursuant to any other article.

Expenses

92.   Each director may be paid his reasonable travelling,  hotel and incidental
      expenses  of  attending  and  returning  from  meetings  of the  board  or
      committees  of the board or general  meetings  of the company or any other
      meeting which as a director he is entitled to attend and shall be paid all
      other costs and expenses  properly and  reasonably  incurred by him in the
      conduct of the  company's  business or in the discharge of his duties as a
      director.

Pensions and Gratuities for Directors

93.   The board or any  committee  authorised  by the board may exercise all the
      powers of the  company  to  provide  benefits,  either by the  payment  of
      gratuities  or pensions or by  insurance  or in any other  manner  whether
      similar to the  foregoing or not,  for any director or former  director or
      the  relations,  connections  or  dependants  of any  director  or  former
      director  provided that no benefits (except such as may be provided for by
      any other article) may be granted to or in respect of a director or former
      director  who has not been  employed  by, or held an  executive  office or
      place of profit under,  the company or any body corporate  which is or has
      been its  subsidiary or any  predecessor in business of the company or any
      such body corporate without the approval of an ordinary  resolution of the
      company.  No  director  or former  director  shall be  accountable  to the
      company or the members for any benefit  provided  pursuant to this article
      and the receipt of any such benefit shall not  disqualify  any person from
      being or becoming a director of the company.

                              Directors' Interests

Permitted Interests and Voting

94.   (A)   Subject to the  provisions  of the  Companies  Acts and of paragraph
            (J)of this  article,  no director or proposed or
<PAGE>
                                       38


            intending   director  shall  be  disqualified  by  his  office  from
            contracting  with the  company,  either with regard to his tenure of
            any  office  or place of profit or as  vendor,  purchaser  or in any
            other manner whatever,  nor shall any contract in which any director
            is in any way  interested  be  liable to be  avoided,  nor shall any
            director who is so interested be liable to account to the company or
            the members for any  remuneration,  profit or other benefit realised
            by the contract by reason of the director  holding that office or of
            the fiduciary relationship thereby established.

      (B)   A  director  may hold any other  office or place of profit  with the
            company  (except that of auditor) in conjunction  with his office of
            director for such period (subject to the provisions of the Companies
            Acts) and upon such other terms as the board may decide,  and may be
            paid such extra remuneration for so doing (whether by way of salary,
            commission,  participation  in profits or otherwise) as the board or
            any  committee  authorised  by the board may  decide,  and either in
            addition  to or in  lieu  of  any  remuneration  provided  for by or
            pursuant to any other article.

      (C)   A  director  of the  company  may be or become a  director  or other
            officer of, or otherwise  interested in, any company promoted by the
            company  or in which the  company  may be  interested  or as regards
            which it has any  power of  appointment,  and shall not be liable to
            account to the company or the members for any  remuneration,  profit
            or other benefit received by him as a director or officer of or from
            his  interest  in the other  company.  The board may also  cause any
            voting power  conferred  by the shares in any other  company held or
            owned by the company or any power of  appointment to be exercised in
            such manner in all respects as it thinks fit, including the exercise
            of the  voting  power or  power  of  appointment  in  favour  of the
            appointment of the directors or any of them as directors or officers
            of the other company, or in favour of the payment of remuneration to
            the directors or officers of the other company.

      (D)   A director may act by himself or his firm in a professional capacity
            for the company (otherwise than as auditor) and he or his firm shall
            be entitled to remuneration for professional  services as if he were
            not a director.

      (E)   A director shall not vote on or be counted in the quorum in relation
            to any resolution of the board  concerning his own  appointment,  or
            the  settlement or variation of the terms or the  termination of his
            own appointment, as the holder of any office
<PAGE>
                                       39


            or place of profit  with the  company or any other  company in which
            the  company  is   interested   but,   where   proposals  are  under
            consideration  concerning  the  appointment,  or the  settlement  or
            variation of the terms or the termination of the appointment, of two
            or more directors to offices or places of profit with the company or
            any other  company in which the  company is  interested,  a separate
            resolution  may be put in relation to each director and in that case
            each of the  directors  concerned  shall be  entitled to vote and be
            counted  in the  quorum  in  respect  of each  resolution  unless it
            concerns his own  appointment  or the settlement or variation of the
            terms or the  termination of his own  appointment or the appointment
            of another  director  to an office or place of profit with a company
            in which the company is interested and the director  seeking to vote
            or be counted in the quorum owns one per cent. or more of it.

      (F)   Save as otherwise  provided by these articles,  a director shall not
            vote on, or be counted in the quorum in relation to, any  resolution
            of the board in respect of any  contract in which he has an interest
            which (taken together with any interest of any person connected with
            him) is to his knowledge a material interest and, if he shall do so,
            his vote shall not be counted,  but this prohibition shall not apply
            to any resolution where that material  interest arises only from one
            or more of the following matters:-

            (i)   the giving to him of any  guarantee,  indemnity or security in
                  respect of money lent or  obligations  undertaken by him or by
                  any other  person at the  request of or for the benefit of the
                  company or any of its subsidiary undertakings,

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

            (iii) where the  company or any of its  subsidiary  undertakings  is
                  offering  securities  in which offer the director is or may be
                  entitled to  participate  as a holder of  securities or in the
                  underwriting or  sub-underwriting  of which the director is to
                  participate,
<PAGE>
                                       40


            (iv)  any  contract  in  which he is  interested  by  virtue  of his
                  interest in shares or  debentures  or other  securities of the
                  company or by reason of any other  interest  in or through the
                  company,

            (v)   any contract concerning any other company (not being a company
                  in which the director  owns one per cent. or more) in which he
                  is interested  directly or  indirectly  whether as an officer,
                  shareholder, creditor or otherwise howsoever,

            (vi)  any  contract   concerning  the  adoption,   modification   or
                  operation of a pension fund or retirement  death or disability
                  benefits  scheme which relates both to directors and employees
                  of the company or of any of its  subsidiary  undertakings  and
                  does  not  provide  in  respect  of any  director  as such any
                  privilege or advantage  not accorded to the employees to which
                  the fund or scheme relates,

            (vii) any contract for the benefit of employees of the company or of
                  any of its subsidiary  undertakings under which he benefits in
                  a similar manner to the employees and which does not accord to
                  any director as such any  privilege or advantage  not accorded
                  to the employees to whom the contract relates, and

            (viii)any contract for the purchase or maintenance  for any director
                  or directors of insurance against any liability.

      (G)   A company shall be deemed to be one in which a director owns one per
            cent.  or more if and so  long as (but  only if and so long  as) he,
            taken  together  with  any  person  connected  with  him,  is to his
            knowledge   (either   directly  or  indirectly)  the  holder  of  or
            beneficially interested in one per cent. or more of any class of the
            equity  share  capital  of  that  company  or of the  voting  rights
            available  to  members  of that  company.  For the  purpose  of this
            paragraph of this article there shall be disregarded any shares held
            by the director or any such person as bare or custodian  trustee and
            in which he has no beneficial  interest,  any shares  comprised in a
            trust in which his, or any such  person's,  interest is in reversion
            or  remainder  if and so long as some other  person is  entitled  to
            receive  the  income  of the trust and any  shares  comprised  in an
            authorised  unit trust  scheme in which he, or any such  person,  is
            interested only as a unit holder.
<PAGE>
                                       41


      (H)   Where a company  in which a director  owns one per cent.  or more is
            materially  interested  in a  contract,  he  also  shall  be  deemed
            materially interested in that contract.

      (I)   If any  question  shall  arise at any meeting of the board as to the
            materiality  of the interest of a director  (other than the chairman
            of the meeting) or as to the entitlement of any director (other than
            the chairman of the meeting) to vote or be counted in the quorum and
            the question is not resolved by his voluntarily  agreeing to abstain
            from voting or not to be counted in the quorum,  the question  shall
            be  referred  to the  chairman  of the  meeting  and his  ruling  in
            relation to the director  concerned shall be conclusive  except in a
            case  where the  nature or extent of his  interest  (so far as it is
            known to him) has not been  fairly  disclosed  to the board.  If any
            question shall arise in respect of the chairman of the meeting,  the
            question  shall be decided by a  resolution  of the board (for which
            purpose  the  chairman  shall be counted in the quorum but shall not
            vote on the matter) and the resolution shall be conclusive except in
            a case where the nature or extent of the  interest  of the  chairman
            (so far as it is known to him) has not been fairly  disclosed to the
            board.

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

      (K)   References in this article to a contract  include  references to any
            proposed  contract and to any transaction or arrangement  whether or
            not constituting a contract.
<PAGE>
                                       42


                         Powers and Duties of the Board

General Powers of Company Vested in Board

95.   Subject  to the  provisions  of the  Companies  Acts,  the  memorandum  of
      association of the company and these articles and to any directions  given
      by the company in general meeting by special  resolution,  the business of
      the  company  shall be managed  by the board  which may  exercise  all the
      powers of the company  whether  relating to the management of the business
      of the company or not. No alteration of the  memorandum of  association or
      these articles and no special resolution shall invalidate any prior act of
      the board which would have been valid if that alteration had not been made
      or that  resolution had not been passed.  The powers given by this article
      shall not be limited by any special  power given to the board by any other
      article.

Agents

96.   The board may, by power of attorney or otherwise, appoint any person to be
      the  agent  of  the  company  upon  such  terms  (including  terms  as  to
      remuneration) as it may decide and may delegate to any person so appointed
      any  of  its  powers,   authorities   and   discretions   (with  power  to
      sub-delegate).  The board may  remove  any  person  appointed  under  this
      article  and may revoke or vary the  delegation  but no person  dealing in
      good faith and without  notice of the  revocation  or  variation  shall be
      affected by it. The power to delegate  contained in this article  shall be
      effective in relation to the powers,  authorities  and  discretions of the
      board  generally  and shall  not be  limited  by the fact that in  certain
      articles,  but not in  others,  express  reference  is made to  particular
      powers,  authorities or discretions  being  exercised by the board or by a
      committee authorised by the board.

Delegation to Individual Directors

97.   The board may entrust to and confer upon any  director  any of its powers,
      authorities and discretions  (with power to sub-delegate)  upon such terms
      and  conditions  and with such  restrictions  as it thinks fit, and either
      collaterally with, or to the exclusion of, its own powers, authorities and
      discretions  and may from  time to time  revoke or vary all or any of them
      but no person  dealing in good faith and without  notice of the revocation
      or variation  shall be affected by it. The power to delegate  contained in
      this article shall be effective in relation to the powers, authorities and
      discretions  of the board  generally  and shall not be limited by the fact
      that in certain articles,  but not in others, express reference is made to
<PAGE>
                                       43



      particular powers, authorities or discretions being exercised by the board
      or by a committee authorised by the board.

Official Seals

98.   The company may exercise all the powers  conferred by the  Companies  Acts
      with regard to having official seals,  and those powers shall be vested in
      the board.

Registers

99.   Subject to the  provisions of the Companies  Acts, the company may keep an
      overseas or local or other  register in any place,  and the board may make
      and vary such  regulations  as it may think fit  respecting the keeping of
      the register provided that if there are in issue any uncertificated shares
      such  regulations  shall  not  be  inconsistent  with  the  Uncertificated
      Securities Regulations.

Provision for Employees

100.  The board may exercise any power  conferred by the Companies  Acts to make
      provision for the benefit of persons employed or formerly  employed by the
      company or any of its subsidiaries in connection with the cessation or the
      transfer  to any  person  of the whole or part of the  undertaking  of the
      company or that subsidiary.

                            Proceedings of the Board

Board Meetings

101.  The board may meet for the  despatch of  business,  adjourn and  otherwise
      regulate  its  meetings as it thinks fit. A director at any time may,  and
      the secretary on the requisition of a director at any time shall, summon a
      board meeting.

Notice of Board Meetings

102.  Notice  of a board  meeting  shall be  deemed  to be  properly  given to a
      director if it is given to him  personally  or by word of mouth or sent in
      writing to him at his last known address or any other address given by him
      to the company for this  purpose.  A director  absent or  intending  to be
      absent from the United Kingdom may request the board that notices of board
      meetings  shall during his absence be sent in writing to him at an address
      given by him to the company for this purpose, but such notices need not be
      given any earlier than notices  given to directors not so absent and if no
      request is made to the board it shall not be necessary to give notice of a
      board  meeting to
<PAGE>
                                       44


      any director who is for the time being absent from the United  Kingdom.  A
      director  may  waive  notice  of  any  meeting  either   prospectively  or
      retrospectively.  In this article reference to any notice being in writing
      includes notice given by use of electronic communications, subject to such
      terms and conditions as the board may decide.

Quorum

103.  The quorum  necessary for the transaction of the business of the board may
      be fixed by the board and,  unless so fixed at any other number,  shall be
      four. Subject to the provisions of these articles, any director who ceases
      to be a director at a board  meeting may continue to be present and to act
      as a director  and be counted in the quorum until the  termination  of the
      board  meeting if no other  director  objects and if otherwise a quorum of
      directors would not be present.

Directors below Minimum through Vacancies

104.  The  continuing   directors  or  a  sole   continuing   director  may  act
      notwithstanding  any  vacancy in their  number  but, if and so long as the
      number of  directors  is reduced  below the minimum  number fixed by or in
      accordance  with  these  articles  or is below the  number  fixed by or in
      accordance  with  these  articles  as the  quorum  or  there  is only  one
      continuing director,  the continuing directors or director may act for the
      purpose of filling  vacancies  or of  summoning  general  meetings  of the
      company but not for any other purpose.

Appointment of Chairman

105.  The board may appoint a director to be the chairman or the deputy chairman
      of the board,  and may at any time remove him from that office.  Unless he
      is  unwilling  to do so, the  chairman or failing him the deputy  chairman
      shall act as chairman at every meeting of the board. But if no chairman or
      deputy  chairman is appointed,  or if at any meeting  neither the chairman
      nor any deputy  chairman  is present  within five  minutes  after the time
      appointed  for  holding the  meeting  and  willing to act,  the  directors
      present may choose one of their number to be chairman of the meeting.

Competence of Meetings

106.  A meeting of the board at which a quorum is present  shall be competent to
      exercise all the powers,  authorities  and  discretions for the time being
      vested in or exercisable by the board.
<PAGE>
                                       45


Voting

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

Delegation to Committees

108.  (A)   The  board  may  delegate  any  of  its  powers,   authorities   and
            discretions   (with  power  to   sub-delegate)   to  any  committee,
            consisting of such person or persons (whether a member or members of
            its body or not) as it thinks  fit.  Any  committee  so  formed  may
            exercise its power to sub-delegate by  sub-delegating  to any person
            or  persons  (whether  or not a member or members of the board or of
            the committee).

      (B)   Any  committee  so formed  shall,  in the  exercise  of the  powers,
            authorities and discretions so delegated, conform to any regulations
            which  may  be  imposed  on  it  by  the  board.  The  meetings  and
            proceedings of any committee consisting of two or more members shall
            be  governed  by the  provisions  contained  in these  articles  for
            regulating  the meetings and  proceedings of the board so far as the
            same  are  applicable  and are  not  superseded  by any  regulations
            imposed by the board.

      (C)   The power to delegate  contained in this article  shall be effective
            in relation to the powers,  authorities and discretions of the board
            generally  and shall  not be  limited  by the fact  that in  certain
            articles, but not in others, express reference is made to particular
            powers,  authorities or discretions  being exercised by the board or
            by a committee authorised by the board.

Participation in Meetings by Telephone

109.  All or any of the members of the board or any  committee  of the board may
      participate  in a  meeting  of the board or that  committee  by means of a
      conference  telephone  or any  communication  equipment  which  allows all
      persons  participating  in the meeting to speak to and hear each other.  A
      person so  participating  shall be deemed to be  present  in person at the
      meeting  and  shall  be  entitled  to  vote  or  be  counted  in a  quorum
      accordingly.  Such a  meeting  shall be  deemed  to take  place  where the
      largest group of those participating is assembled, or, if there is no such
      group, where the chairman of the meeting then is.
<PAGE>
                                       46


Resolution in Writing

110.  A resolution  in writing  signed by all the  directors  for the time being
      entitled  to receive  notice of a meeting of the board (if that  number is
      sufficient  to  constitute  a quorum) or by all the members of a committee
      for the time being shall be as valid and effectual as a resolution  passed
      at a  meeting  of the  board  or,  as the  case may be,  of the  committee
      properly  called and  constituted.  The resolution may be contained in one
      document or in several  documents  in like form each signed by one or more
      of the  directors or members of the committee  concerned.  In this article
      reference to a resolution being in writing includes the results of the use
      of electronic communications,  subject to such terms and conditions as the
      board may decide.

Validity of Acts of Board or Committee

111.  All acts done by the board or by any  committee or by any person acting as
      a director  or member of a  committee  shall,  notwithstanding  that it is
      afterwards discovered that there was some defect in the appointment of any
      member of the board or  committee  or person so acting or that they or any
      of them were  disqualified  or had vacated  office or were not entitled to
      vote,  be as valid as if each  such  member or  person  had been  properly
      appointed  and was  qualified and had continued to be a director or member
      of the committee and had been entitled to vote.

                                    Secretary

Appointment and Removal of the Company Secretary

112.  Subject to the provisions of the Companies  Acts,  the secretary  shall be
      appointed by the board for such term and upon such conditions as the board
      may think fit; and any secretary so appointed may be removed by the board.
      The company  secretary shall receive such remuneration as the board or any
      committee authorised by the board shall decide.

                                      Seals

Use of Seals

113.  The board shall provide

      (A)   for the custody of every seal of the  company.  A seal shall only be
            used by the  authority  of the board or of a committee  of the board
            authorised  by the  board  in  that  behalf.  Subject  as
<PAGE>
                                       47


            otherwise  provided in these  articles,  any instrument to which the
            common seal is applied  shall be signed by at least one director and
            the secretary,  or by at least two directors or by such other person
            or persons as the board may approve.

      (B)   Any instrument to which an official seal is applied need not, unless
            the board for the time being otherwise  decides or the law otherwise
            requires, be signed by any person.

                          Dividends and Other Payments

Declaration of Dividends by Company

114.  Subject to the  provisions  of the  Companies  Acts,  the  company  may by
      ordinary resolution from time to time declare dividends in accordance with
      the  respective  rights of the members,  but no dividend  shall exceed the
      amount recommended by the board.

Payment of Interim and Fixed Dividends by Board

115.  Subject to the  provisions of the Companies  Acts,  the board may pay such
      interim  dividends as appear to the board to be justified by the financial
      position of the company and may also pay any  dividend  payable at a fixed
      rate at intervals settled by the board whenever the financial  position of
      the company,  in the opinion of the board,  justifies its payment.  If the
      board acts in good faith,  it shall not incur any liability to the holders
      of shares  conferring  preferred  rights  for any loss they may  suffer in
      consequence  of the payment of an interim or fixed  dividend on any shares
      having non-preferred or deferred rights.

Calculation and Currency of Dividends

116.  Except in so far as the rights attaching to, or the terms of issue of, any
      share otherwise provide:-

      (a)   all  dividends  shall be declared and paid  according to the amounts
            paid up on the shares in respect of which the dividend is paid,  but
            no amount  paid up on a share in advance  of calls  shall be treated
            for the purposes of this article as paid up on the share,

      (b)   all dividends  shall be  apportioned  and paid pro rata according to
            the amounts paid up on the shares  during any portion or portions of
            the period in respect of which the dividend is paid, and
<PAGE>
                                       48


      (c)   dividends may be declared or paid in any currency.

      The board may agree with any member that  dividends  which may at any time
      or from  time to time be  declared  or  become  due on his  shares  in one
      currency shall be paid or satisfied in another, and may agree the basis of
      conversion  to be  applied  and how and when the  amount to be paid in the
      other  currency  shall be  calculated  and paid and for the company or any
      other person to bear any costs involved.

Amounts Due on Shares may be Deducted from Dividends

117.  The board may  deduct  from any  dividend  or other  moneys  payable  to a
      memberby  the company on or in respect of any shares all sums of money (if
      any)  presently  payable  by him to the  company  on  account  of calls or
      otherwise in respect of shares of the company.

No Interest on Dividends

118.  No dividend or other moneys payable by the company on or in respect of any
      share shall bear interest against the company.

Payment Procedure

119.  Any dividend or other sum payable by the company in respect of a share may
      be paid by cheque,  warrant or similar  financial  instrument sent by post
      addressed to the holder at his registered address or, in the case of joint
      holders,  addressed  to the holder whose name stands first in the register
      in respect of the shares at his address as  appearing  in the  register or
      addressed  to such  person  and at such  address  as the  holder  or joint
      holders may in writing direct. Every cheque,  warrant or similar financial
      instrument shall,  unless the holder or joint holders otherwise direct, be
      made payable to the holder or, in the case of joint holders, to the holder
      whose name stands  first on the  register  in respect of the  shares,  and
      shall be sent at his or their risk and payment of the cheque or warrant by
      the bank on which it is drawn shall  constitute  a good  discharge  to the
      company.  In addition,  any such  dividend or other sum may be paid by any
      bank or other  funds  transfer  system or such other means  including,  in
      respect  of  uncertificated   shares,  by  means  of  the  facilities  and
      requirements  of a relevant  system and to or through  such  person as the
      holder or joint  holders  may in writing  direct and the company may agree
      to,  and the  company  shall have no  responsibility  for any sums lost or
      delayed  in the course of any such  transfer  or where it has acted on any
      such  directions.  Any one of two or more joint holders may give effectual
      receipts  for  any   dividends   or  other  moneys   payable  or  property
      distributable  in respect of the  shares  held by them.  Where a person is
      entitled by
<PAGE>
                                       49


      transmission to a share,  any dividend or other sum payable by the company
      in  respect  of the  share may be paid as if he were a holder of the share
      and his address noted in the register were his registered address. In this
      article  references to directions  being in writing include the results of
      the use of electronic communications, subject to such terms and conditions
      as the board may decide.

Uncashed Dividends

120.  The  company may cease to send any  cheque,  warrant or similar  financial
      instrument  through  the  post or  employ  any  other  means  of  payment,
      including payment by means of a relevant system,  for any dividend payable
      on any shares in the  company  which is  normally  paid in that  manner on
      those shares if in respect of at least two consecutive  dividends  payable
      on those shares the  cheques,  warrants or similar  financial  instruments
      have been returned undelivered or remain uncashed or that means of payment
      has failed. In addition, the company may cease to send any cheque, warrant
      or similar financial instrument through the post or may cease to apply any
      other  means of payment  if, in respect of one  dividend  payable on those
      shares,  the  cheque,  warrant or similar  financial  instrument  has been
      returned  undelivered  or remains  uncashed  or that means of payment  has
      failed and  reasonable  enquiries have failed to establish any new address
      of the registered holder. Subject to the provisions of these articles, the
      company may  recommence  sending  cheques,  warrants or similar  financial
      instruments  or employing  such means in respect of  dividends  payable on
      those  shares if the holder or person  entitled by  transmission  requests
      such recommencement in writing.

Forfeiture of Unclaimed Dividends

121.  Any dividend  unclaimed  after a period of twelve years from the date when
      it was  declared or became due for payment  shall be  forfeited  and shall
      revert  to the  company  and the  payment  by the  board of any  unclaimed
      dividend  or other sum payable on or in respect of a share into a separate
      account shall not constitute the company a trustee in respect of it.

Dividends Not in Cash

122.  Any general meeting  declaring a dividend may, upon the  recommendation of
      the board, by ordinary resolution direct that it shall be satisfied wholly
      or partly by the  distribution  of assets,  and in  particular  of paid up
      shares or debentures of any other company, and where any difficulty arises
      in  regard  to the  distribution  the  board  may  settle  it as it thinks
      expedient,   and  in  particular  may  issue  fractional  certificates  or
      authorise  any person to sell and  transfer
<PAGE>
                                       50


      any fractions or may ignore  fractions  altogether,  and may fix the value
      for  distribution  purposes  of  any  assets  to be  distributed  and  may
      determine  that cash shall be paid to any members  upon the footing of the
      value so fixed in order to secure  equality of  distribution  and may vest
      any assets to be  distributed  in  trustees as may seem  expedient  to the
      board.

Scrip Dividends

123.  The board may, if  authorised  by an ordinary  resolution  of the company,
      offer  any  holders  of  ordinary  shares  the  right to elect to  receive
      ordinary shares, credited as fully paid, instead of cash in respect of the
      whole (or some  part,  to be  determined  by the  board)  of any  dividend
      specified by the  ordinary  resolution.  The  following  provisions  shall
      apply:

      (a)   An ordinary resolution may specify a particular dividend (whether or
            not already  declared) or may specify all or any dividends  declared
            within a  specified  period,  but such period may not end later than
            the  fifth  anniversary  of the date of the  meeting  at  which  the
            ordinary resolution is passed.

      (b)   The  entitlement  of each holder of ordinary  shares to new ordinary
            shares  shall be such  that the  relevant  value of the  entitlement
            shall be as nearly as possible  equal to (but not greater  than) the
            cash amount  (disregarding any tax credit) of the dividend that such
            holder elects to forego.  For this purpose "relevant value" shall be
            calculated  by  reference  to the  average of the  market  value (as
            defined by the Listing  Rules) of the company's  ordinary  shares on
            the day on which  the  ordinary  shares  are first  quoted  "ex" the
            relevant  dividend and the four subsequent  dealing days, or in such
            other  manner  as may be  determined  by or in  accordance  with the
            ordinary  resolution.  A certificate or report by the auditors as to
            the amount of the relevant value in respect of any dividend shall be
            conclusive  evidence of that amount and in giving such a certificate
            or  report  the  auditors  may rely on advice  or  information  from
            brokers or other sources of information as they think fit.

      (c)   No fraction of any ordinary  share shall be allotted.  The board may
            make  such   provisions  as  they  think  fit  for  any   fractional
            entitlements  including provisions whereby, in whole or in part, the
            benefit thereof accrues to the company and/or under which fractional
            entitlements   are  accrued   and/or   retained  and  in  each  case
            accumulated  on behalf of any member and such accruals or retentions
            are applied to the allotment by way of bonus to or
<PAGE>
                                       51


            cash  subscription  on behalf of such member of fully paid  ordinary
            shares  and/or  provisions  whereby  cash  payments  may be  made to
            members in respect of their fractional entitlements.

      (d)   On or as soon as practicable  after announcing that it is to declare
            or  recommend  any  dividend,  the board,  if it intends to offer an
            election  in respect of that  dividend,  shall  also  announce  that
            intention,  and shall, after determining the basis of allotment,  if
            it decides to proceed with the offer, notify the holders of ordinary
            shares in writing  of the right of  election  offered  to them,  and
            specify the  procedure to be followed  which,  for the  avoidance of
            doubt, may include an election by means of a relevant system and the
            place at  which,  and the  latest  time by which  elections  must be
            lodged in order for elections to be effective.

      (e)   The board shall not proceed with any election unless the company has
            sufficient  unissued  shares  authorised  for issue  and  sufficient
            reserves or funds that may be capitalised to give effect to it after
            the basis of allotment is determined.

      (f)   The board may exclude from any offer any holders of ordinary  shares
            where the  board  believes  that  such  exclusion  is  necessary  or
            expedient in relation to legal or practical  problems under the laws
            of, or the  requirements  of any recognised  regulatory  body or any
            stock exchange in, any territory, or the board believes that for any
            other reason the offer should not be made to them.

      (g)   The  dividend  (or that part of the  dividend  in respect of which a
            right of election has been offered) shall not be payable on ordinary
            shares  in  respect  of which an  election  has been  made  (for the
            purposes of this article the "elected  ordinary shares") and instead
            additional  ordinary  shares shall be allotted to the holders of the
            elected  ordinary  shares on the basis of  allotment  calculated  as
            stated.  For such  purpose  the board shall  capitalise,  out of any
            amount for the time being  standing  to the credit of any reserve or
            fund (including the profit and loss account) whether or not the same
            is available  for  distribution  as the board may  determine,  a sum
            equal to the aggregate  nominal  amount of the  additional  ordinary
            shares  to be  allotted  on that  basis and apply it in paying up in
            full  the  appropriate   number  of  unissued  ordinary  shares  for
            allotment and  distribution  to the holders of the elected  ordinary
            shares on that basis.
<PAGE>
                                       52


      (h)   Unless the board otherwise determines,  or unless the Uncertificated
            Securities  Regulations  and/or  the  rules of the  relevant  system
            concerned otherwise require,  the new ordinary share or shares which
            a member has  elected  to receive  instead of cash in respect of the
            whole (or some part) of the specified  dividend  declared in respect
            of his  elected  ordinary  shares  shall be or shall  be  issued  in
            uncertificated  form (in respect of the  member's  elected  ordinary
            shares which were in uncertificated form on the date of the member's
            election)  and in  certificated  form (in  respect  of the  member's
            elected ordinary shares which were in certificated  form on the date
            of the member's election).

      (i)   The additional  ordinary  shares when allotted shall rank pari passu
            in all respects with the  fully-paid  ordinary  shares then in issue
            except  that  they  will not be  entitled  to  participation  in the
            relevant dividend.

      (j)   The board may also from time to time  establish  or vary a procedure
            for  election  mandates,  which,  for the  avoidance  of doubt,  may
            include an  election  by means of a relevant  system,  under which a
            holder of ordinary  shares may elect in respect of future  rights of
            election  offered  to that  holder  under  this  article  until  the
            election mandate is revoked in accordance with the procedure.

                           Capitalisation of Reserves

Power to Capitalise Reserves and Funds

124.  The company may,  upon the  recommendation  of the board,  at any time and
      from time to time pass an  ordinary  resolution  to the effect  that it is
      desirable to  capitalise  all or any part of any amount for the time being
      standing  to the credit of any reserve or fund  (including  the profit and
      loss account)  whether or not the same is available for  distribution  and
      accordingly that the amount to be capitalised be set free for distribution
      among the  members or any class of members  who would be entitled to it if
      it were distributed by way of dividend and in the same proportions, on the
      footing that it is applied  either in or towards paying up the amounts for
      the time being unpaid on any shares in the company  held by those  members
      respectively or in paying up in


<PAGE>
                                       53


      full unissued shares  debentures or other obligations of the company to be
      allotted and distributed credited as fully paid up among those members, or
      partly in one way and partly in the other,  but so that,  for the purposes
      of this article, a share premium account and a capital redemption reserve,
      and any reserve or fund representing  unrealised  profits,  may be applied
      only in paying up in full  unissued  shares of the company.  The board may
      authorise any person to enter into an agreement with the company on behalf
      of the persons entitled to participate in the  distribution  providing for
      the  allotment to them  respectively  of any shares,  debentures  or other
      obligations   of  the   company  to  which  they  are   entitled   on  the
      capitalisation and the agreement shall be binding on those persons.

Settlement of Difficulties in Distribution

125.  Where  any  difficulty  arises  in  regard  to  any  distribution  of  any
      capitalised  reserve  or fund the board may settle the matter as it thinks
      expedient and in particular may issue fractional certificates or authorise
      any person to sell and  transfer  any  fractions  or may resolve  that the
      distribution  should  be as nearly as may be  practicable  in the  correct
      proportion but not exactly so or may ignore fractions altogether,  and may
      determine  that cash  payments  shall be made to any  members  in order to
      adjust the rights of all parties, as may seem expedient to the board.

                                  Record Dates

Power to Choose Any Record Date

126.  Notwithstanding any other provision of these articles,  the company or the
      board may fix any date as the record date for any dividend,  distribution,
      allotment or issue and such record date may be on or at any time before or
      after any date on which the dividend, distribution,  allotment or issue is
      declared, paid or made. The power to fix the record date shall include the
      power to fix a time on the chosen date.

               Accounting Records and Summary Financial Statements

Records to be Kept

127.  The board shall cause to be kept accounting records sufficient to show and
      explain  the  company's  transactions,   and  such  as  to  disclose  with
      reasonable  accuracy at any time the financial  position of the company at
      that time, and which accord with the Companies Acts.

Inspection of Records

128.  No member in his capacity as such shall have any right of  inspecting  any
      accounting  record or book or document of the company  except as conferred
      by law or  authorised  by  the  board  or by  ordinary  resolution  of the
      company.
<PAGE>
                                       54


Summary Financial Statements

129.  The  company  may send  summary  financial  statements  to  members of the
      company  instead  of  copies of its full  accounts  and  reports.  In this
      article reference to sending includes use of electronic communications and
      publication on a website in accordance with the Companies Acts.

                        Service of Notices and Documents

Service of Notices

130.  Any notice or document (including a share certificate) may be served on or
      delivered to any member by the company either  personally or by sending it
      through the post addressed to the member at his  registered  address or by
      leaving  it at that  address  addressed  to the  member or by means of any
      relevant system or by any other means  authorised in writing by the member
      concerned. In the case of joint holders of a share, service or delivery of
      any notice or  document  on or to one of the joint  holders  shall for all
      purposes  be deemed a  sufficient  service on or delivery to all the joint
      holders.  Where  appropriate the company can also send any notice or other
      document  by  sending  it using  electronic  communications  to an address
      notified by the member  concerned  to the  company for that  purpose or by
      publication  on a website in accordance  with the Companies  Acts. In this
      article  reference to authorisation in writing includes the results of the
      use of electronic communications,  subject to such terms and conditions as
      the board may decide.

Record Date for Service

131.  Any  notice or  document  may be served or  delivered  by the  company  by
      reference  to the  register as it stands at any time not more than 15 days
      before the date of service or delivery.  No change in the  register  after
      that time shall  invalidate that service or delivery.  Where any notice or
      document is served on or  delivered to any person in respect of a share in
      accordance with these  articles,  no person deriving any title or interest
      in that share shall be entitled to any further service or delivery of that
      notice or document.

Members Resident Abroad

132.  Any member whose  registered  address is not within the United Kingdom and
      who gives to the  company a postal  address  within the United  Kingdom at
      which  notices or  documents  may be served  upon him shall be entitled to
      have  notices or  documents  served upon him at that  address.  Any member
      whose registered address is not within the United
<PAGE>
                                       55


      Kingdom  and who gives to the  company  an  address  for the  purposes  of
      electronic  communications  may, at the absolute  discretion of the board,
      have  notices  sent to him at that  address.  Otherwise,  a  member  whose
      registered  address is not within the United Kingdom shall not be entitled
      to receive any notice or document from the company.

Service of Notice on Person Entitled by Transmission

133.  Where a person is entitled by transmission to a share, any notice or other
      document  shall  be  served  upon  or  delivered  to  him by  post  to the
      registered  address  or by the  use  of  electronic  communications  to an
      address provided by the member, as if he were the holder of that share and
      his  address  noted in the  register  were his  registered  address or his
      address  for  electronic  communications.  Otherwise,  any notice or other
      document  served on or delivered to any member  pursuant to these articles
      shall,  notwithstanding  that the member is then dead or  bankrupt or that
      any other event giving rise to the  transmission of the share by operation
      of law has  occurred  and  whether  or not the  company  has notice of the
      death,  bankruptcy or other event,  be deemed to have been properly served
      or delivered in respect of any share registered in the name of that member
      as sole or joint holder.

When Notice Deemed Served

134.  (A)   If a notice  or  document  is sent by the  company  by  post,  it is
            treated as being received  twenty-four hours after it was posted. In
            proving that a notice or a document was  received,  it is sufficient
            to show that the envelope was  properly  addressed  and put into the
            postal system with postage paid.

      (B)   If a  notice  or  document  is left  by the  company  at a  member's
            registered address or at a postal address notified to the company in
            accordance  with  these  articles  by a person  who is  entitled  by
            transmission  to a share, it is treated as being received on the day
            it was left.

      (C)   If a notice or  document  is sent by the  company  using  electronic
            communications  it is treated as being  received on the day after it
            was sent. Proof that a notice or document contained in an electronic
            communication  was sent in accordance with guidance issued from time
            to time by the Institute of Chartered Secretaries and Administrators
            shall be conclusive evidence that the notice was given.

      (D)   If a notice or  document  is sent by the  company by any other means
            authorised  by a member,  it is treated as being  received
<PAGE>
                                       56


            when  the  company  has  done  what it is  authorised  to do by that
            member.

Notice When Post Not Available

135.  If at any time by  reason  of the  suspension  or  curtailment  of  postal
      services  within  the  United  Kingdom  or  of  the  relevant   electronic
      communication  system  the  company  is unable  effectively  to  convene a
      general  meeting  by  notice  sent  through  the  post  or  by  electronic
      communications,  notice of the  general  meeting  may be given to  members
      affected by the  suspension or  curtailment  by a notice  advertised in at
      least one  newspaper  with a  national  circulation  and in that event the
      notice  shall be deemed to have been served on all members or all affected
      members, as the case may be, and persons entitled by transmission, who are
      entitled to have notice of the meeting  served upon them,  on the day when
      the advertisement has appeared in at least one such paper. If at least six
      clear  days  prior  to the  meeting  the  sending  of  notices  by post or
      electronic communications has again become generally possible, the company
      shall  send  confirmatory  copies of the  notice by post or by  electronic
      communications to the persons entitled to receive them.

                            Destruction of Documents

Presumptions Where Documents Destroyed

136.  If the company destroys:

      (a)   any share  certificate  which has been cancelled at any time after a
            period of one year has elapsed from the date of cancellation; or

      (b)   any instruction  concerning the payment of dividends or other moneys
            in  respect  of any share or any  notification  of change of name or
            address at any time after a period of two years has elapsed from the
            date the instruction or notification was recorded by the company; or

      (c)   any  instrument  of transfer of shares which has been  registered at
            any time  after a period of six years has  elapsed  from the date of
            registration; or

      (d)   any  other  document  on the basis of which any entry is made in the
            register  at any time after a period of six years has  elapsed  from
            the date the entry was first made in the register in respect of it
<PAGE>
                                       57


            and the  company  destroys  the  document  in good faith and without
            express  notice that its  preservation  was relevant to a claim,  it
            shall be presumed  irrebuttably  in favour of the company that every
            share  certificate  so  destroyed  was a valid  certificate  and was
            properly  cancelled,  that every instrument of transfer so destroyed
            was a valid and  effective  instrument  of transfer and was properly
            registered  and that every other  document so destroyed  was a valid
            and  effective  document  and that any  particulars  of it which are
            recorded  in the books or  records  of the  company  were  correctly
            recorded.  Nothing  contained in this article  shall be construed as
            imposing  upon the  company  any  liability  by  reason  only of the
            destruction of any document of the kind  mentioned  above before the
            relevant period mentioned in this article has elapsed or of the fact
            that any other  condition  precedent  to its  destruction  mentioned
            above has not been  fulfilled.  References  in this  article  to the
            destruction  of any document  include  references to its disposal in
            any manner.

                                   Winding Up

Distribution of Assets Otherwise Than in Cash

137.  If the  company  commences  liquidation,  the  liquidator  may,  with  the
      sanction of a special  resolution  of the  company and any other  sanction
      required by the Companies Acts,

      (a)   divide among the members in kind the whole or any part of the assets
            of the company  (whether  they shall consist of property of the same
            kind or not) and, for that purpose, set such values as he deems fair
            upon any property to be divided and determine how the division shall
            be  carried  out as between  the  members  or  different  classes of
            members, or

      (b)   vest the  whole or any part of the  assets  in  trustees  upon  such
            trusts for the benefit of the contributories as the liquidator, with
            the like sanction, shall think fit

      but no member shall be compelled to accept any shares or other assets upon
      which there is any liability.

                                    Indemnity

Indemnity of Officers

138.  Subject to the provisions of the Companies Acts, the company may indemnify
      any director or other  officer  against any liability and may purchase and
      maintain for any director or other  officer or auditor  insurance  against
      any liability.  Subject to those provisions,  but
<PAGE>
                                       58


      without  prejudice  to any  indemnity  to which the person  concerned  may
      otherwise  be  entitled,  every  director or other  officer of the company
      shall be  indemnified,  and if the board so  determines  an auditor may be
      indemnified,  out of the  assets  of the  company  against  any  liability
      incurred  by him as a  director  or other  officer of the  company,  or as
      auditor, in defending any proceedings (whether civil or criminal) in which
      judgment is given in his favour or he is acquitted or in  connection  with
      any application under the Companies Acts in which relief is granted to him
      by the court.

<PAGE>


                                    CONTENTS

                                                                            Page

Part 1 (Particular Provisions)                                                1

1.    (A)    Authorised Share Capital                                         1
      (B)    Borrowing Powers                                                 1
      (C)    Votes of Members                                                 1
      (D)    Suspension of Rights Where Non-Disclosure of Interest            1
      (E)    Number of Directors                                              4
      (F)    Directors' Fees                                                  4
      (G)    Vacation of Office by Directors                                  4
      (H)    Uncertificated Shares                                            4
      (I)    Separate General Meetings                                        5


Part 2 (General Provisions)

Interpretation                                                                6

2.    Exclusion of Table A                                                    6
3.    Definitions                                                             6
4.    Form of Resolution                                                      8

Share Capital                                                                 8

5.    Rights Attached to Shares                                               8
6.    Redeemable Shares                                                       9
7.    Purchase of Own Shares                                                  9
8.    Variation of Rights                                                     9
9.    Pari Passu Issues                                                      10
10.   Unissued Shares                                                        10
11.   Payment of Commission                                                  10
12.   Trusts Not Recognised                                                  10

Certificates                                                                 10

13.   Right to Share Certificates                                            10
14.   Replacement of Share Certificates                                      11
15.   Execution of Share Certificates                                        11

Lien                                                                         11

16.   Company's Lien on Shares Not Fully Paid                                11
17.   Enforcing Lien by Sale                                                 11
18.   Application of Proceeds of Sale                                        12
<PAGE>

Calls on Shares                                                              12

19.   Calls                                                                  12
20.   Payment on Calls                                                       12
21.   Liability of Joint Holders                                             12
22.   Interest Due on Non-Payment                                            12
23.   Sums Due on Allotment Treated as Calls                                 12
24.   Power to Differentiate                                                 13
25.   Payment of Calls in Advance                                            13

Forfeiture of Shares                                                         13

26.   Notice if Call or Instalment Not Paid                                  13
27.   Form of Notice                                                         13
28.   Forfeiture if Non-Compliance with Notice                               13
29.   Notice after Forfeiture                                                14
30.   Sale of Forfeited Shares                                               14
31.   Arrears to be Paid Notwithstanding Forfeitures                         14
32.   Statutory Declaration as to Forfeiture                                 14

Transfer of Shares                                                           15

33.   Transfer of Shares                                                     15
34.   Execution of Transfer                                                  15
35.   Right to Decline Registration of Partly Paid Shares                    15
36.   Other Rights to Decline Registration                                   15
37.   Notice of Refusal                                                      16
38.   No Fee for Registration                                                16
39.   Untraced Shareholders                                                  16

Transmission of Shares                                                       17

40.   Transmission on Death                                                  17
41.   Entry of Transmission in Register                                      18
42.   Election of Person Entitled by Transmission                            18
43.   Rights of Person Entitled by Transmission                              18

Alteration of Share Capital                                                  18

44.   Increase, Consolidation, Sub-Division and Cancellation                 18
45.   Fractions                                                              19
46.   Reduction of Capital                                                   19

General Meetings                                                             19

47.   Extraordinary General Meetings                                         19
48.   Annual General Meetings                                                19
49.   Convening of Extraordinary General Meetings                            19
<PAGE>

Notice of General Meetings                                                   20

50.   Length of Notice                                                       20
51.   Omission or Non-Receipt of Notice                                      20
52.   Postponement of General Meetings                                       20

Proceedings at General Meetings                                              21

53.   Quorum                                                                 21
54.   Procedure if Quorum Not Present                                        21
55.   Security Arrangements                                                  21
56.   Chairman of General Meeting                                            21
57.   Orderly Conduct                                                        22
58.   Entitlement to Attend and Speak                                        22
59.   Adjournments                                                           22
60.   Notice of Adjournment                                                  22

Amendments                                                                   23

61.   Amendments to Resolutions                                              23
62.   Amendments Ruled Out of Order                                          23

Voting                                                                       23

63.   Method of Voting                                                       23
64.   Procedure if Poll Demanded                                             24
65.   When Poll to be Taken                                                  24
66.   Continuance of Other Business after Poll Demand                        24
67.   Votes on a Poll                                                        24
68.   Casting Vote of Chairman                                               24
69.   Votes of Joint Holders                                                 24
70.   Voting on Behalf of Incapable Member                                   24
71.   No Right to Vote where Sums Overdue on Shares                          25
72.   Objections of Errors in Voting                                         25

Proxies                                                                      25

73.   Execution of Proxies                                                   25
74.   Delivery of Proxies                                                    26
75.   Maximum Validity of Proxy                                              26
76.   Form of Proxy                                                          26
77.   Cancellation of Proxy's Authority                                      27

Appointment, Retirement and Removal of Directors                             27

78.   Age of Directors                                                       27
79.   Directors' Shareholding Qualification                                  27
<PAGE>

80.   Power of Company to Appoint Directors                                  27
81.   Power of Board to Appoint Directors                                    28
82.   Number to Retire by Rotation                                           28
83.   Identity of Directors to Retire                                        28
84.   Filling Rotation Vacancies                                             28
85.   Power of Removal by Special Resolution                                 28
86.   Persons Eligible as Directors                                          29
87.   Position of Retiring Directors                                         29
88.   Vacation of Office by Directors                                        29
89.   Alternate Directors                                                    30
90.   Executive Directors                                                    31

Additional Remuneration Expenses and Pensions                                31

91.   Additional Remuneration                                                31
92.   Expenses                                                               31
93.   Pensions and Gratuities for Directors                                  31

Directors' Interests                                                         32

94. Permitted Interests and Voting                                           32

Powers and Duties of the Board                                               35

95.   General Powers of Company Vested in Board                              35
96.   Agents                                                                 35
97.   Delegation of Individual Directors                                     36
98.   Official Seals                                                         36
99.   Registers                                                              36
100.  Provision for Employees                                                36

Proceedings of the Board                                                     37

101.  Board Meetings                                                         37
102.  Notice of Board Meetings                                               37
103.  Quorum                                                                 37
104.  Directors below Minimum through Vacancies                              37
105.  Appointment of Chairman                                                37
106.  Competence of Meetings                                                 38
107.  Voting                                                                 38
108.  Delegation to Committees                                               38
109.  Participation in Meetings by Telephone                                 38
110.  Resolution in Writing                                                  39
111.  Validity of Acts of Board or Committee                                 39

Secretary                                                                    39

112.  Appointment and Removal of the Company Secretary                       39
<PAGE>

Seals                                                                        39

113.  Use of Seals                                                           39

Dividends and Other Payments                                                 40

114.  Declaration of Dividends by Company                                    40
115.  Payment of Interim and Fixed Dividends by Board                        40
116.  Calculation and Currency of Dividends                                  40
117.  Amounts Due on Shares may be Deducted from Dividends                   41
118.  No Interest on Dividends                                               41
119.  Payment Procedure                                                      41
120.  Uncashed Dividends                                                     41
121.  Forfeiture of Unclaimed Dividends                                      42
122.  Dividends Not in Cash                                                  42
123.  Scrip Dividends                                                        42

Capitalisation of Reserves                                                   44

124.  Power to Capitalise  Reserves and Funds                                44
125.  Settlement of Difficulties in Distribution                             45

Record Dates                                                                 45

126.  Power to Choose Any Record Date                                        45

Accounting Records and Summary Financial Statements                          45

127.  Records to be Kept                                                     45
128.  Inspection of Records                                                  45
129.  Summary Financial Statements                                           46

Service of Notices and Other Documents                                       46

130.  Service of Notices                                                     46
131.  Record Date for Service                                                46
132.  Members Resident Abroad                                                46
133.  Service of Notice on Person Entitled by Transmission                   47
134.  When Notice Deemed Served                                              47
135.  Notice When Post Not Available                                         47

Destruction of Documents                                                     48

136.  Presumptions Where Documents Destroyed                                 48

Winding Up                                                                   49

137.  Distribution of Assets Otherwise Than in Cash                          49
<PAGE>

Indemnity                                                                    49

138.  Indemnity of Officers                                                  49