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                                                                   EXHIBIT 3(ii)

                     TERRITORY OF THE BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                    (CAP 291)

                             ARTICLES OF ASSOCIATION

                                       OF

                                  OPENTV CORP.



PRELIMINARY

1.   In these Articles, if not inconsistent with the subject or context, the
     words and expressions standing in the first column of the following table
     shall bear the meanings set opposite them respectively in the second column
     thereof.

     Words                      Meaning
     -----                      -------

     capital                    The sum of the aggregate par value of all
                                outstanding shares with par value of the Company
                                and shares with par value held by the Company as
                                treasury shares plus

                                (a)  the aggregate of the amounts designated as
                                     capital of all outstanding shares without
                                     par value of the Company and shares without
                                     par value held by the Company as treasury
                                     shares and

                                (b)  the amounts as are from time to time
                                     transferred from surplus to capital by a
                                     resolution of directors.

     chief executive officer    The chief executive officer from time to time of
                                the Company.

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     member                     A person who holds shares in the Company.

     person                     Any individual, firm, company, corporation,
                                trust, government, state or agency of a state,
                                joint venture, the estate of a deceased
                                individual, limited liability company, public
                                company limited, partnership or incorporated or
                                unincorporated association of persons.

     resolution of directors    Except as otherwise required by law, the
                                Memorandum or these Articles, a resolution

                                (a)  approved at a duly convened and constituted
                                     meeting of directors of the Company or of a
                                     committee of directors of the Company by
                                     the affirmative vote of a simple majority
                                     of the directors present at the meeting who
                                     voted and did not abstain or

                                (b)  consented to in writing by three-quarters
                                     of all directors or three-quarters of all
                                     members of the committee, as the case may
                                     be;

                                except that where a director is given more than
                                one vote, he shall be counted by the number of
                                votes he casts for the purpose of establishing a
                                majority.

     resolution of members      Except as otherwise required by law, the
                                Memorandum or these Articles, a resolution
                                approved at a duly convened and constituted
                                meeting of the members of the Company by the
                                affirmative vote of

                                (a)  a simple majority of the votes of the
                                     shares entitled to vote thereon which were
                                     present at the meeting and were voted and
                                     not abstained or

                                (b)  a simple majority of the votes of each
                                     class or series of shares which were
                                     present at the meeting and entitled to vote
                                     thereon as a class or series and were voted
                                     and not abstained and of a simple majority
                                     of the votes of the remaining shares
                                     entitled to vote thereon which were present
                                     at the meeting and were voted and not
                                     abstained.

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     securities                 Shares and debt obligations of every kind, and
                                options, warrants and rights to acquire shares,
                                or debt obligations.

     surplus                    The excess, if any, at the time of the
                                determination of the total assets of the Company
                                over the aggregate of its total liabilities, as
                                shown in its books of account, plus the
                                Company's capital.

     the Act                    The International Business Companies Act (No. 8
                                of 1984) including any modification, extension,
                                re-enactment or renewal thereof and any
                                regulations made thereunder.

     the Memorandum             The Memorandum of Association of the Company as
                                originally framed or as from time to time
                                amended.

     the Seal                   Any Seal which has been duly adopted as the Seal
                                of the Company.

     these Articles             These Articles of Association as originally
                                framed or as from time to time amended.

     treasury shares            Shares in the Company that were previously
                                issued but were repurchased, redeemed or
                                otherwise acquired by the Company and not
                                cancelled.

2.   "Written" or any term of like import includes words typewritten, printed,
     painted, engraved, lithographed, photographed or represented or reproduced
     by any mode of reproducing words in a visible form, including telex,
     facsimile, telegram, cable or other form of writing produced by electronic
     communication.

3.   Save as aforesaid any words or expressions defined in the Act shall bear
     the same meaning in these Articles.

4.   Whenever the singular or plural number, or the masculine, feminine or
     neuter gender is used in these Articles, it shall equally, where the
     context admits, include the others.

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5.   A reference in these Articles to voting in relation to shares shall be
     construed as a reference to voting by members holding the shares except
     that it is the votes allocated to the shares that shall be counted and not
     the number of members who actually voted and a reference to shares being
     present at a meeting shall be given a corresponding construction.

6.   A reference to money in these Articles is, unless otherwise stated, a
     reference to the currency in which shares in the Company shall be issued
     according to the provisions of the Memorandum.

     REGISTERED SHARES

7.   Every member holding registered shares in the Company shall be entitled to
     a certificate signed by a director or officer of the Company and under the
     Seal specifying the share or shares held by him and the signature of the
     director or officer and the Seal may be facsimiles.

8.   If several persons are registered as joint holders of any shares, any one
     of such persons may give an effectual receipt for any dividend payable in
     respect of such shares.

     SHARES, AUTHORIZED CAPITAL, CAPITAL AND SURPLUS

9.   Subject to the provisions of these Articles, the Memorandum and any
     resolution of members, the unissued shares of the Company shall be at the
     disposal of the directors who may, without limiting or affecting any rights
     previously conferred on the holders of any existing shares or class or
     series of shares, offer, allot, grant options over or otherwise dispose of
     shares to such persons, at such times and upon such terms and conditions as
     the Company may by resolution of directors determine.

10.  No share in the Company may be issued until the consideration in respect
     thereof is fully paid, and when issued the share is for all purposes fully
     paid and non-assessable save that a share issued for a promissory note or
     other written obligation for payment of a debt may be issued subject to
     forfeiture in the manner prescribed in these Articles.

11.  Shares in the Company shall be issued for money, services rendered,
     personal property, an estate in real property, a promissory note or other
     binding obligation to contribute money or property or any combination of
     the foregoing as shall be determined by a resolution of directors.

12.  Shares in the Company may be issued for such amount of consideration as the
     directors may from time to time by resolution of directors determine,
     except that in the case of shares with par value, the amount shall not be
     less than the par value, and in the absence of fraud the decision of the
     directors as to the value of the consideration received by the Company in
     respect of the issue is conclusive unless a question of law is involved.
     The consideration in respect of the shares constitutes capital to the
     extent of the par value and the excess constitutes surplus.

13.  A share issued by the Company upon conversion of, or in exchange for,
     another share or a debt obligation or other security in the Company, shall
     be treated for all

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     purposes as having been issued for money equal to the consideration
     received or deemed to have been received by the Company in respect of the
     other share, debt obligation or security.

14.  Treasury shares may be disposed of by the Company on such terms and
     conditions (not otherwise inconsistent with these Articles) as the Company
     may by resolution of directors determine.

15.  The Company may issue fractions of a share and a fractional share shall
     have the same corresponding fractional liabilities, limitations,
     preferences, privileges, qualifications, restrictions, rights and other
     attributes of a whole share of the same class or series of shares.

16.  Upon the issue by the Company of a share without par value, if an amount is
     stated in the Memorandum to be authorized capital represented by such
     shares then each share shall be issued for no less than the appropriate
     proportion of such amount which shall constitute capital, otherwise the
     consideration in respect of the share constitutes capital to the extent
     designated by the directors and the excess constitutes surplus, except that
     the directors must designate as capital an amount of the consideration that
     is at least equal to the amount that the share is entitled to as a
     preference, if any, in the assets of the Company upon liquidation of the
     Company.

17.  The Company may purchase, redeem or otherwise acquire and hold its own
     shares on such terms and conditions as may be determined by a resolution of
     directors, provided, however, that the Company may only do so out of
     surplus or in exchange for newly issued shares of equal value.

18.  No purchase, redemption or other acquisition of shares shall be made unless
     the directors determine that immediately after the purchase, redemption or
     other acquisition the Company will be able to satisfy its liabilities as
     they become due in the ordinary course of its business and the realizable
     value of the assets of the Company will not be less than the sum of its
     total liabilities, other than deferred taxes, as shown in the books of
     account, and its capital and, in the absence of fraud, the decision of the
     directors as to the realizable value of the assets of the Company is
     conclusive, unless a question of law is involved.

19.  A determination by the directors under the preceding Regulation is not
     required where shares are purchased, redeemed or otherwise acquired

     a)  pursuant to a right of a member to have his shares redeemed or to have
         his shares exchanged for money or other property of the Company;

     b)  by virtue of a transfer of capital pursuant to Regulation 45;

     c)  by virtue of the provisions of Section 83 of the Act; or

     d)  pursuant to an order of the Court.

20.  Shares that the Company purchases, redeems or otherwise acquires pursuant
     to the preceding Regulation may be cancelled or held as treasury shares
     except to the extent

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     that such shares are in excess of 80 percent of the issued shares of the
     Company in which case they shall be cancelled but they shall be available
     for reissue.

21.  Where shares in the Company are held by the Company as treasury shares or
     are held by another company of which the Company holds, directly or
     indirectly, shares having more than 50 percent of the votes in the election
     of directors of the other company, such shares of the Company are not
     entitled to vote or to have dividends paid thereon and shall not be treated
     as outstanding for any purpose except for purposes of determining the
     capital of the Company.

22.  The Company may by a resolution of directors include in the computation of
     surplus for any purpose the unrealized appreciation of the assets of the
     Company, and, in the absence of fraud, the decision of the directors as to
     the value of the assets is conclusive, unless a question of law is
     involved.

     MORTGAGES AND CHARGES OF SHARES

23.  Members may mortgage or charge their shares in the Company and upon
     satisfactory evidence thereof the Company shall give effect to the terms of
     any valid mortgage or charge except insofar as it may conflict with any
     requirements herein contained for consent to the transfer of shares.

24.  In the case of the mortgage or charge of shares there may be entered in the
     share register of the Company at the request of the registered holder of
     such shares

     a)  a statement that the shares are mortgaged or charged;

     b)  the name of the mortgagee or chargee; and

     c)  the date on which the aforesaid particulars are entered in the share
         register.

25.  Where particulars of a mortgage or charge are registered, such particulars
     shall be cancelled

     a)  with the consent of the named mortgagee or chargee or anyone authorized
         to act on his behalf; or

     b)  upon evidence satisfactory to the directors of the discharge of the
         liability secured by the mortgage or charge and the issue of such
         indemnities as the directors shall consider necessary or desirable.

26.  Whilst particulars of a mortgage or charge are registered, no transfer of
     any share comprised therein shall be effected without the written consent
     of the named mortgagee or chargee or anyone authorized to act on his
     behalf.

     FORFEITURE

27.  When shares issued for a promissory note or other written obligation for
     payment of a debt have been issued subject to forfeiture, the following
     provisions shall apply.

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28.  Written notice specifying a date for payment to be made and the shares in
     respect of which payment is to be made shall be served on the member who
     defaults in making payment pursuant to a promissory note or other written
     obligations to pay a debt.

29.  The written notice specifying a date for payment shall

     a)  name a further date not earlier than the expiration of 14 days from the
         date of service of the notice on or before which payment required by
         the notice is to be made; and

     b)  contain a statement that in the event of non-payment at or before the
         time named in the notice the shares, or any of them, in respect of
         which payment is not made will be liable to be forfeited.

30.  Where a written notice has been issued and the requirements have not been
     complied with within the prescribed time, the directors may at any time
     before tender of payment forfeit and cancel the shares to which the notice
     relates.

31.  The Company is under no obligation to refund any money to the member whose
     shares have been forfeited and cancelled pursuant to these provisions. Upon
     forfeiture and cancellation of the shares the member is discharged from any
     further obligation to the Company with respect to the shares forfeited and
     cancelled.

     LIEN

32.  The Company shall have a first and paramount lien on every share issued for
     a promissory note or for any other binding obligation to contribute money
     or property or any combination thereof to the Company, and the Company
     shall also have a first and paramount lien on every share standing
     registered in the name of a member, whether singly or jointly with any
     other person or persons, for all the debts and liabilities of such member
     or his estate to the Company, whether the same shall have been incurred
     before or after notice to the Company of any interest of any person other
     than such member, and whether the time for the payment or discharge of the
     same shall have actually arrived or not, and notwithstanding that the same
     are joint debts or liabilities of such member or his estate and any other
     person, whether a member of the Company or not. The Company's lien on a
     share shall extend to all dividends payable thereon. The directors 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 Regulation.

33.  In the absence of express provisions regarding sale in the promissory note
     or other binding obligation to contribute money or property, the Company
     may sell, in such manner as the directors may by resolution of directors
     determine, any share on which the Company has a lien, but no sale shall be
     made unless some sum in respect of which the lien exists is presently
     payable nor until the expiration of twenty-one days after a notice in
     writing, stating and demanding payment of the sum presently payable and
     giving notice of the intention to sell in default of such payment, has been
     served on the holder for the time being of the share.

34.  The net proceeds of the sale by the Company of any shares on which it has a
     lien shall be applied in or towards payment of discharge of the promissory
     note or other

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     binding obligation to contribute money or property or any combination
     thereof in respect of which the lien exists so far as the same 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) be paid to the holder of the share immediately before such sale. For
     giving effect to any such sale the directors may authorize some person to
     transfer the share sold to the purchaser thereof. The purchaser shall be
     registered as the holder of the share and he shall not be bound to see to
     the application of the purchase money, nor shall his title to the share be
     affected by any irregularity or invalidity in the proceedings in reference
     to the sale.

     TRANSFER OF SHARES

35.  Subject to any limitations in the Memorandum, registered shares in the
     Company may be transferred by a written instrument of transfer signed by
     the transferor and containing the name and address of the transferee, but
     in the absence of such written instrument of transfer the directors may
     accept such evidence of a transfer of shares as they consider appropriate.

36.  The Company shall not be required to treat a transferee of a registered
     share in the Company as a member until the transferee's name has been
     entered in the share register.

     TRANSMISSION OF SHARES

37.  The executor or administrator of a deceased member, the guardian of an
     incompetent member or the trustee of a bankrupt member shall be the only
     person recognized by the Company as having any title to his share but they
     shall not be entitled to exercise any rights as a member of the Company
     until they have proceeded as set forth in the next following three
     Regulations.

38.  The production to the Company of any document which is evidence of probate
     of the will, or letters of administration of the estate, or confirmation as
     executor, of a deceased member or of the appointment of a guardian of an
     incompetent member or the trustee of a bankrupt member shall be accepted by
     the Company even if the deceased, incompetent or bankrupt member is
     domiciled outside the British Virgin Islands if the document evidencing the
     grant of probate or letters of administration, confirmation as executor,
     appointment as guardian or trustee in bankruptcy is issued by a foreign
     court which had competent jurisdiction in the matter. For the purpose of
     establishing whether or not a foreign court had competent jurisdiction in
     such a matter the directors may obtain appropriate legal advice. The
     directors may also require an indemnity to be given by the executor,
     administrator, guardian or trustee in bankruptcy.

39.  Any person becoming entitled by operation of law or otherwise to a share or
     shares in consequence of the death, incompetence or bankruptcy of any
     member may be registered as a member upon such evidence being produced as
     may reasonably be required by the directors. An application by any such
     person to be registered as a member shall for all purposes be deemed to be
     a transfer of shares of the deceased, incompetent or bankrupt member and
     the directors shall treat it as such.

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40.  Any person who has become entitled to a share or shares in consequence of
     the death, incompetence or bankruptcy of any member may, instead of being
     registered himself, request in writing that some person to be named by him
     be registered as the transferee of such share or shares and such request
     shall likewise be treated as if it were a transfer.

41.  What amounts to incompetence on the part of a person is a matter to be
     determined by the court having regard to all the relevant evidence and the
     circumstances of the case.

     ALTERATION OF AUTHORIZED CAPITAL OR CAPITAL

42.  The Company may either by a resolution of members or by a resolution of
     directors amend the Memorandum to

     a)  increase or reduce its authorized capital and in connection therewith
         the Company may in respect of any unissued shares increase or reduce
         the number of such shares, increase or reduce the par value of any such
         shares or effect any combination of the foregoing;

     b)  increase the number of its shares having no par value;

     c)  increase its capital constituted by shares of no par value by
         transferring reserves or profits to the capital, with or without a
         distribution of shares;

     d)  combine and divide all or any part of its share capital into shares of
         larger amount than its existing shares or combine and reduce the number
         of the issued no par value shares;

     e)  increase the number of its issued no par value shares without an
         increase of its capital;

     f)  subdivide its shares, or any of them, into shares of smaller amount
         than is fixed by the Memorandum;

     g)  convert any shares having a par value into shares of no par value;

     h)  convert any shares of no par value into shares having a par value;

     i)  convert any of its shares, whether issued or not, into shares of
         another class.

43.  The Company may, either by a resolution of members or by a resolution of
     directors, amend the Memorandum to

     a)  divide the shares, including issued shares, of a class or series into a
         larger number of shares of the same class or series; or

     b)  combine the shares, including issued shares, of a class or series into
         a smaller number of shares of the same class or series,

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     provided, however, that where shares having a par value are divided or
     combined under (a) or (b) of this Regulation, the aggregate par value of
     the new shares must be equal to the aggregate par value of the original
     shares.

44.  The capital of the Company may by a resolution of directors be increased by
     transferring an amount of the surplus of the Company to capital.

45.  Subject to the provisions of the two next succeeding Regulations, the
     capital of the Company may by resolution of directors be reduced by
     transferring an amount of the capital of the Company to surplus.

46.  No reduction of capital shall be effected that reduces the capital of the
     Company to an amount that immediately after the reduction is less than the
     aggregate par value of all outstanding shares with par value and all shares
     with par value held by the Company as treasury shares and the aggregate of
     the amounts designated as capital of all outstanding shares without par
     value and all shares without par value held by the Company as treasury
     shares that are entitled to a preference, if any, in the assets of the
     Company upon liquidation of the Company.

47.  No reduction of capital shall be effected unless the directors determine
     that immediately after the reduction the Company will be able to satisfy
     its liabilities as they become due in the ordinary course of its business
     and that the realizable assets of the Company will not be less than its
     total liabilities, other than deferred taxes, as shown in the books of the
     Company and its remaining capital, and, in the absence of fraud, the
     decision of the directors as to the realizable value of the assets of the
     Company is conclusive, unless a question of law is involved.

     MEETINGS AND CONSENTS OF MEMBERS

48.  Any action required or permitted to be taken by the members must be
     effected at a duly called annual or special meeting (as described in
     Regulation 51) of the members entitled to vote on such action or by written
     consent without a meeting. The following provisions shall apply to such
     written consent.

     (a)  Unless otherwise provided in the Memorandum, any action required by
          statute to be taken at any annual or special meeting of members or any
          action that may be taken at any annual or special meeting of members,
          may be taken without a meeting, without prior notice and without a
          vote, if a consent in writing, setting forth the action so taken,
          shall be signed by the holders of outstanding shares having not less
          than the minimum number of votes that would be necessary to authorize
          or take such action at a meeting at which all shares entitled to vote
          thereon were present and voted.

     (b)  Every written consent shall bear the date of signature of each member
          who signs the consent, and no written consent shall be effective to
          take the corporate action referred to therein unless, within 60 days
          of the earliest dated consent delivered to the corporation in the
          manner herein required, written consents signed by a sufficient number
          of members to take action are delivered to the Company at its
          registered office in the British Virgin Islands, its principal place
          of business or an officer or agent of the Company having custody of
          the book in which proceedings of meetings of members are

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          recorded. Delivery made to the Company's registered office shall be by
          hand or by certified or registered mail, return receipt requested.

     (c)  Notwithstanding the foregoing, the members may not take any action by
          written consent after the date on which the Company closes a public
          offering by it of shares pursuant to an effective registration
          statement under the United States Securities Act of 1933, as amended.

49.  Meetings of members shall be held at such times and places as may be fixed
     from time to time by the directors.

50.  An annual meeting of members for election of directors and for such other
     business as may come before the meeting shall be held each year at such
     date and time as may be determined by the directors.

51.  Special meetings of members may be called only by the directors pursuant to
     a resolution of directors to that effect or by the chief executive officer.
     The aforegoing provisions of this Regulation 51, as well as the provisions
     of Regulation 48 shall not apply to action taken by holders of preference
     shares.

52.  Written notice of all meetings of members, stating the time, place and
     purposes thereof, shall be given not fewer than ten days before the date of
     the proposed meeting to those persons whose names appear as members in the
     share register of the Company on the date of the notice and are entitled to
     vote at the meeting.

53.  The directors may fix the date notice is given of a meeting of members as
     the record date for determining those shares that are entitled to vote at
     the meeting.

54.  A meeting of members may be called on short notice:

     a)  if members holding not less than 90 percent of the total number of
         shares entitled to vote on all matters to be considered at the meeting,
         or 90 percent of the votes of each class or series of shares where
         members are entitled to vote thereon as a class or series together with
         not less than a 90 percent majority of the remaining votes, have agreed
         to short notice of the meeting, or

     b)  if all members holding shares entitled to vote on all or any matters to
         be considered at the meeting have waived notice of the meeting and for
         this purpose presence at the meeting shall be deemed to constitute
         waiver.

55.  The inadvertent failure of the directors to give notice of a meeting to a
     member, or the fact that a member has not received notice, does not
     invalidate the meeting.

56.  A member may be represented at a meeting of members by a proxy who may
     speak and vote on behalf of the member.

57.  The instrument appointing a proxy shall be produced at the place appointed
     for the meeting before the time for holding the meeting at which the person
     named in such instrument proposes to vote.

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58.  An instrument appointing a proxy shall be in substantially the following
     form or such other form as the Chairman of the meeting shall accept as
     properly evidencing the wishes of the member appointing the proxy.

     (Name of Company)

     I/We                            being a member of the above Company
     with      shares HEREBY APPOINT

     of                              or failing him

     of                              to be my/our proxy to vote for me/us at the
     meeting of members to be held on the       day of
     and at any adjournment thereof.

     (Any restrictions on voting to be inserted here.)

     Signed this      day of

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

     Member

59.  The following shall apply in respect of joint ownership of shares:

     a)  if two or more persons hold shares jointly each of them may be present
         in person or by proxy at a meeting of members and may speak as a
         member;

     b)  if only one of the joint owners is present in person or by proxy he may
         vote on behalf of all joint owners, and

     c)  if two or more of the joint owners are present in person or by proxy
         they must vote as one.

60.  A member shall be deemed to be present at a meeting of members if he
     participates by telephone or other electronic means and all members
     participating in the meeting are able to hear each other.

61.  A meeting of members is duly constituted if, at the commencement of the
     meeting, there are present in person or by proxy not less than 50 percent
     of the votes of the shares or class or series of shares entitled to vote on
     resolutions of members to be considered at the meeting. If a quorum be
     present, notwithstanding the fact that such quorum may be represented by
     only one person then such person may resolve any matter and a certificate
     signed by such person accompanied where such person be a proxy by a copy of
     the proxy form shall constitute a valid resolution of members.

62.  If within two hours from the time appointed for the meeting a quorum is not
     present, the meeting shall stand adjourned to the next business day at the
     same time and place or to such other time and place as the directors may
     determine, and if at the adjourned meeting there are present within one
     hour from the time appointed for the meeting

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     in person or by proxy not less than one third of the votes of the shares or
     each class or series of shares entitled to vote on the resolutions to be
     considered by the meeting, those present shall constitute a quorum but
     otherwise the meeting shall be dissolved.

63.  At any meeting of members, only such business shall be conducted as shall
     have been brought before such meeting -

     a)  by or at the direction of the Chairman of the Board of Directors; or

     b)  by any member who is a holder of record at the time of the giving of
         the notice provided for in Regulation 52 who is entitled to vote at the
         meeting and who complies with the procedures set out in Regulation 64.

64.  For business to be properly brought to the annual meeting of members by a
     member, the member must have given written notice thereof, either by
     personal delivery or by prepaid registered post to the Secretary of the
     Company (the "Secretary") at the principal executive offices of the Company
     not less than 30 days nor more than 60 days prior to the meeting as
     originally scheduled, provided, however, that, if less than 40 days' notice
     or prior public disclosure of the date of the meeting is given or made to
     members, notice by the member to be timely must be so received not later
     than the close of business on the fifth day following the day on which such
     notice of the date of the general meeting was posted or such public
     disclosure was made. For the purposes of this Regulation 64, any
     adjournment(s) or postponement(s) of the original meeting whereby the
     meeting will reconvene within 30 days from the original date shall be
     deemed, for purposes of notice, to be a continuation of the original
     meeting and no business may be brought before any reconvened meeting unless
     such timely notice of such business was given to the Secretary for the
     meeting as originally scheduled. A member's notice to the Secretary shall
     set out as to each matter that the member wishes to be brought before the
     meeting of members -

     a)  a brief description of the business desired to be brought before the
         meeting;

     b)  the name and address of record of the member proposing such business;

     c)  the class and number of shares of the Company which are beneficially
         owned by such member;

     d)  any material interest of such member in such business; and

     e)  if the member intends to solicit proxies in support of such member's
         proposal, a representation to that effect.

     Notwithstanding the aforegoing, nothing in this Regulation 64 shall be
     interpreted or construed to require the inclusion of information about any
     such proposal in any proxy statement distributed by, at the direction of,
     or on behalf of, the directors. The chairman of a meeting of members shall,
     if the facts so warrant, determine and declare to the meeting that business
     was not properly brought before the meeting in accordance with the
     provisions of this Regulation 64 and, if he should so determine, he shall
     so declare to the meeting and any such business not properly brought before
     the meeting shall not be transacted. However, the notice requirements set
     out in this Regulation 64 shall be deemed satisfied by a member if the
     member has notified the

                                       13

<PAGE>

     Company of his intention to present a proposal at a meeting of members and
     such member's proposal has been included in a proxy statement that has been
     distributed by, at the direction of, or on behalf of, the directors to
     solicit proxies for such meeting; provided that, if such member does not
     appear or send a qualified representative, as determined by the chairman of
     the meeting, to present such proposal at such meeting, the Company need not
     present such proposal for a vote at such meeting, notwithstanding that
     proxies in respect of such vote may have been received by the Company.

65.  At every meeting of members, the Chairman of the Board of Directors shall
     preside as chairman of the meeting. If there is no Chairman of the Board of
     Directors or if the Chairman of the Board of Directors is not present at
     the meeting, the chief executive officer shall be the chairman. In the
     absence of the chief executive officer, such person as shall be selected by
     the Board of Directors shall act as chairman of the meeting. The Chairman
     of the Board of Directors, in addition to a deliberative vote as director,
     shall cast the deciding vote in the event that any vote by the Board of
     Directors requiring a majority vote for approval ends in a tie.

66.  The chairman may, with the consent of the meeting, adjourn any meeting from
     time to time, and from place to place, but no business shall be transacted
     at any adjourned meeting other than the business left unfinished at the
     meeting from which the adjournment took place.

67.  At any meeting of the members the chairman shall be responsible for
     deciding in such manner as he shall consider appropriate whether any
     resolution has been carried or not and the result of his decision shall be
     announced to the meeting and recorded in the minutes thereof. If the
     chairman shall have any doubt as to the outcome of any resolution put to
     the vote, he shall cause a poll to be taken of all votes cast upon such
     resolution, but if the chairman shall fail to take a poll then any member
     present in person or by proxy who disputes the announcement by the chairman
     of the result of any vote may immediately following such announcement
     demand that a poll be taken and the chairman shall thereupon cause a poll
     to be taken. If a poll is taken at any meeting, the result thereof shall be
     duly recorded in the minutes of that meeting by the chairman.

68.  Any person other than an individual shall be regarded as one member and
     subject to the specific provisions hereinafter contained for the
     appointment of representatives of such persons the right of any individual
     to speak for or represent such member shall be determined by the law of the
     jurisdiction where, and by the documents by which, the person is
     constituted or derives its existence. In case of doubt, the directors may
     in good faith seek legal advice from any qualified person and unless and
     until a court of competent jurisdiction shall otherwise rule, the directors
     may rely and act upon such advice without incurring any liability to any
     member.

69.  Any person other than an individual which is a member of the Company may by
     resolution of its directors or other governing body authorize such person
     as it thinks fit to act as its representative at any meeting of the Company
     or of any class of members of the Company, and the person so authorized
     shall be entitled to exercise the same powers on behalf of the person which
     he represents as that person could exercise if it were an individual member
     of the Company.

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<PAGE>

70.  The chairman of any meeting at which a vote is cast by proxy or on behalf
     of any person other than an individual may call for a notarially certified
     copy of such proxy or authority which shall be produced within seven days
     of being so requested or the votes cast by such proxy or on behalf of such
     person shall be disregarded.

71.  Directors of the Company may attend and speak at any meeting of members of
     the Company and at any separate meeting of the holders of any class or
     series of shares in the Company.

72.  No business shall be conducted at a meeting of members except in accordance
     with Regulations 48 to 71.

     NUMBER OF DIRECTORS AND SHARE QUALIFICATION

73.  The number of directors shall be at least five and no greater than 15, as
     determined from time to time by a resolution of directors.

74.  The continuing directors may act, notwithstanding any casual vacancy in
     their body, so long as there remain in office not less than the prescribed
     minimum number of directors duly qualified to act, but if the number falls
     below the prescribed minimum, the remaining directors shall not act except
     for the purpose of filling such vacancy.

75.  The shareholding qualification for directors may be fixed, and from time to
     time varied, by a resolution of members and unless and until so fixed no
     qualification shall be required. A director may be an individual or a
     company.

     APPOINTMENT AND RETIREMENT OF DIRECTORS

76.  The term of each director shall expire at the next annual meeting of
     members following such director's election. Retiring directors shall be
     eligible for re-election. The first directors of the Company shall be
     appointed by the subscribers to the Memorandum, and thereafter, they shall
     be elected by the members to serve the term set forth in this Regulation
     76.

77.  Any vacancy on the Board of Directors resulting from death, resignation,
     removal or other cause and any newly created directorship resulting from
     any increase in the authorized number of directors between meetings of
     members shall be filled only by the affirmative vote of a majority of all
     the directors then in office (even if less than a quorum) and any director
     so appointed shall hold office for the remainder of the annual term of the
     directors and until a successor is duly elected or until his earlier death,
     resignation or removal from office in accordance with these Articles or any
     applicable law.

78.  Nominations of persons for election to the Board of Directors shall be made
     only at a meeting of members and only

     a)  by or at the direction of the directors; or

     b)  by a member entitled to vote for the election of directors who complies
         with the notice procedures set out below.

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<PAGE>

     Such nominations, other than those made by or at the direction of the
     directors, shall be made pursuant to timely notice in writing to the
     Secretary. To be timely, a member's notice shall be delivered to or mailed
     and received at the principal executive offices of the Company not less
     than 30 days nor more than 60 days before the meeting, provided, however,
     that if less than 40 days notice or prior public disclosure of the date of
     the meeting is given or made to members, notice by the member to be timely
     must be so received not later than the close of business on the tenth day
     following the day on which such notice of the date of the meeting was
     mailed or such public disclosure was made. For the purposes of this
     Regulation, any adjournment or postponement of the original meeting whereby
     the meeting will reconvene within 30 days from the original date shall be
     deemed for the purposes of this notice to be a continuation of the original
     meeting and no nominations by a member of persons to be elected directors
     may be made at any such reconvened meeting and no nominations by a member
     of persons to be elected directors of the Company may be made at any such
     reconvened meeting unless pursuant to a notice which was timely for the
     meeting on the date originally scheduled. Each such notice shall set out

          (i)   the name and address of the member who intends to make the
                nomination and of the persons to be nominated;

          (ii)  a representation that the member is a holder of record of shares
                in the Company entitled to vote at such meeting and that he
                intends to appear in person or by proxy at the meeting to
                nominate the persons specified in the notice;

          (iii) a description of all arrangements or understandings between the
                member and each nominee and any other person (naming such
                person) pursuant to which the nominations are to be made by the
                member;

          (iv)  such other information regarding each nominee proposed by such
                member as would have been required to be included in a proxy
                statement filed pursuant to the proxy rules of the United States
                Securities and Exchange Commission, had each nominee been
                nominated, or intended to be nominated, by the directors;

          (v)   the consent of each nominee to serve as a director of the
                Company if so elected; and

          (vi)  if the member intends to solicit proxies in support of such
                member's nominees, a representation to that effect.

79.  The chairman of the meeting may refuse to acknowledge the nomination of any
     person not made in compliance with the aforegoing procedure or if the
     member solicits proxies in favor of such member's nominees without having
     made the representation required by the immediately preceding sentence.
     Only such persons as are nominated in accordance with the procedures set
     out above shall be eligible to serve as directors of the Company. If at any
     meeting of members at which an election of directors ought to take place,
     the place of any retiring director is not filled, he shall, if willing,
     continue in office until the dissolution of the annual meeting of

                                       16

<PAGE>

     members in the next year, and so on from year to year until his place is
     filled, unless it shall be determined at such meeting not to fill such
     vacancy.

80.  The appointment of a director shall take effect upon compliance with the
     requirements of the Act.

     DISQUALIFICATION AND REMOVAL OF DIRECTORS

81.  Subject to the provisions of the Act, a director shall cease to hold office
     as such only -

     a)  if he becomes insolvent, or assigns his estate for the benefit of his
         creditors, or suspends payment or files a petition for the liquidation
         of his affairs, or compounds generally with his creditors; or

     b)  if he becomes of unsound mind; or

     c)  if (unless he is not required to hold a share qualification) he has not
         duly qualified himself within two months of his appointment or if he
         ceases to hold the required number of shares to qualify him for office;
         or

     d)  if he is absent from meetings of the directors for six consecutive
         months without leave of the directors and is not represented at any
         such meetings during such six consecutive months and the directors
         resolve that the office be vacated by an alternative director, provided
         that the directors shall have power to grant any director leave of
         absence for any or an indefinite period; or

     e)  if he dies; or

     f)  one month or, with the permission of the directors earlier, after he
         has given notice in writing of his intention to resign; or

     g)  if he shall, pursuant to the provisions of the Act, be disqualified or
         cease to hold office or be prohibited from acting as director; or

     h)  if he is removed from office by a resolution signed by all the other
         directors; or

     i)  if he is removed from office for cause by a resolution of members. For
         the purposes hereof, `cause' means the willful and continuous failure
         by a director to substantially perform his duties to the Company (other
         than any such failure resulting from incapacity due to physical or
         mental illness) or the willful engaging by the director in gross
         misconduct materially and demonstrably injurious to the Company.

     REGISTER OF DIRECTORS

82.  The Company may determine by resolution of directors to keep a register of
     directors containing

                                       17

<PAGE>

     a)  the names and addresses of the persons who are directors of the
         Company;

     b)  the date on which each person whose name is entered in the register was
         appointed as a director of the Company; and

     c)  the date on which each person named as a director ceased to be a
         director of the Company.

83.  If the directors determine to maintain a register of directors, a copy
     thereof shall be kept at the registered office of the Company and the
     Company may determine by resolution of directors to register a copy of the
     register with the Registrar of Companies.

     CHIEF EXECUTIVE OFFICER/MANAGING DIRECTOR

84.  The directors may from time to time appoint one or more of their number to
     be a chief executive officer, managing director, joint chief executive
     officers or joint managing directors of the Company or to be the holder of
     any other executive office in the Company, including, for the purposes of
     these Articles, the office of chairman and may, subject to any contract
     between him or them and the Company, from time to time terminate his or
     their appointment and appoint another or others in his or their place or
     places.

85.  A director appointed in terms of the provisions of Regulation 84 to the
     office of chief executive officer or managing director of the Company, or
     to any other executive office in the Company, may be paid, in addition to
     the remuneration payable in terms of Regulation 98 or 99, such remuneration
     - not exceeding a reasonable maximum in each year - in respect of such
     office as may be determined by a disinterested quorum of the directors.

86.  The directors may from time to time entrust and confer upon a chief
     executive officer, managing director or other executive officer for the
     time being such of the powers and authorities vested in them as they think
     fit.

     POWERS OF DIRECTORS

87.  The management of the business and the control of the Company shall be
     vested in the directors who, in addition to the powers and authorities by
     these Articles expressly conferred upon them, may exercise all such powers,
     and do all such acts and things, as may be exercised or done by the Company
     and are not hereby or by the Act expressly directed or required to be
     exercised or done by meeting of members, but subject nevertheless to such
     management and control not being inconsistent with these Articles or with
     any resolution passed at any meeting of members, but no resolution of
     members shall invalidate any prior act of the directors which would have
     been valid if such resolution had not been passed. The general powers given
     by this Regulation shall not be limited or restricted by any special
     authority or power given to the directors by any other Regulation.

88.  The directors may authorise authorize the payment of such donations by the
     Company to such religious, charitable, public or other bodies, clubs, funds
     or

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<PAGE>

     associations or persons as may seem to them advisable in the interests of
     the Company.

89.  Every officer or agent of the Company has such powers and authority of the
     directors, including the power and authority to affix the Seal, as are set
     out in these Articles or in the resolution of directors appointing the
     officer or agent, except that no officer or agent has any power or
     authority with respect to the matters requiring a resolution of directors
     under the Act.

90.  Any director which is a body corporate may appoint any person its duly
     authorized representative for the purpose of representing it at meetings of
     the Board of Directors or with respect to unanimous written consents.

91.  The directors may by resolution of directors exercise all the powers of the
     Company to borrow money and to mortgage or charge its undertakings and
     property or any part thereof, to issue debentures, debenture stock and
     other securities whenever money is borrowed or as security for any debt,
     liability or obligation of the Company or of any third party.

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

93.  The Company may determine by resolution of directors to maintain at its
     registered office a register of mortgages, charges and other encumbrances
     in which there shall be entered the following particulars regarding each
     mortgage, charge and other encumbrance:

     a)  the sum secured;

     b)  the assets secured;

     c)  the name and address of the mortgagee, chargee or other encumbrancer;

     d)  the date of creation of the mortgage, charge or other encumbrance; and

     e)  the date on which the particulars specified above in respect of the
         mortgage, charge or other encumbrance are entered in the register.

94.  The Company may further determine by a resolution of directors to register
     a copy of the register of mortgages, charges or other encumbrances with the
     Registrar of Companies.

95.  The directors may, by resolution of directors, designate one or more
     committees, each consisting of one or more directors.

96.  Each committee of directors has such powers and authorities of the
     directors, including the power and authority to affix the Seal, as are set
     forth in the resolution of directors establishing the committee, except
     that no committee has any power or

                                       19

<PAGE>

     authority to amend the Memorandum or these Articles, to appoint directors
     or fix their emoluments, or to appoint officers or agents of the Company.

97.  The meetings and proceedings of each committee of directors consisting of
     two or more directors shall be governed mutatis mutandis by the provisions
     of these Articles regulating the proceedings of directors so far as the
     same are not superseded by any provisions in the resolution establishing
     the committee.

     REMUNERATION AND EXPENSES OF DIRECTORS

98.  With the prior or subsequent approval by a resolution of members, the
     directors may, by a resolution of directors, fix the emoluments of
     directors with respect to services to be rendered in any capacity to the
     Company.

99.  The directors shall be paid all their travelling and other expenses
     properly and necessarily incurred by them in and about the business of the
     Company, and in attending meetings of the directors or of committees
     thereof, and if any director shall be required to perform extra services or
     otherwise shall be specially occupied about the Company's business, he
     shall be entitled to receive a remuneration to be fixed by a disinterested
     quorum of the directors which may be either in addition to or in
     substitution for the remuneration provided for in Regulation 98.

     PROCEEDINGS OF DIRECTORS

100. The directors of the Company or any committee thereof may meet at such
     times and in such manner and places as the directors may determine to be
     necessary or desirable.

101. A director shall be deemed to be present at a meeting of directors if he
     participates by telephone or other electronic means and all directors
     participating in the meeting are able to hear each other.

102. A director shall be given not less than three days notice of meetings of
     directors, but a meeting of directors held without three days notice having
     been given to all directors shall be valid if all the directors entitled to
     vote at the meeting who do not attend, waive notice of the meeting and for
     this purpose, the presence of a director at a meeting shall constitute
     waiver on his part. The inadvertent failure to give notice of a meeting to
     a director, or the fact that a director has not received the notice, does
     not invalidate the meeting.

103. A director may by a written instrument appoint an alternate who need not be
     a director and an alternate is entitled to attend meetings in the absence
     of the director who appointed him and to vote or consent in place of the
     director.

104. A meeting of directors is duly constituted for all purposes if at the
     commencement of the meeting there are present in person or by alternate not
     less than one-half of the total number of directors, unless there are only
     two directors in which case the quorum shall be two.

105. If the Company shall have only one director the provisions herein contained
     for meetings of the directors shall not apply but such sole director shall
     have full power

                                       20

<PAGE>

     to represent and act for the Company in all matters as are not by the Act
     or the Memorandum or these Articles required to be exercised by the members
     of the Company and in lieu of minutes of a meeting shall record in writing
     and sign a note or memorandum of all matters requiring a resolution of
     directors. Such a note or memorandum shall constitute sufficient evidence
     of such resolution for all purposes.

106. At every meeting of the directors the Chairman of the Board of Directors
     shall preside as chairman of the meeting. If there is no Chairman of the
     Board of Directors or if the Chairman of the Board of Directors is not
     present at the meeting the Vice-Chairman of the Board of Directors shall
     preside. If there is no Vice-Chairman of the Board of Directors or if the
     Vice-Chairman of the Board of Directors is not present at the meeting the
     directors present shall choose some one of their number to be chairman of
     the meeting.

107. Any action that may be taken by the directors or a committee of directors
     at a meeting may also be taken by a resolution of directors or a committee
     of directors consented to in writing or by telex, telegram, cable,
     facsimile or other written electronic communication by three-quarters of
     all directors or three-quarters of all members of the committee, as the
     case may be, provided that a copy of the proposed resolution will have been
     sent or delivered to all directors or all members of the committee, for
     their consent. The consent may be in the form of counterparts, each
     counterpart being signed by one or more directors.

108. Subject to the provisions of the Act, and provided that he has disclosed to
     the directors the nature and extent of any material interest of his, a
     director, notwithstanding his office -

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

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

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

109. For the purposes of Regulation 108 -

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

                                       21

<PAGE>

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

110. The directors shall cause the following corporate records to be kept:

     a)  minutes of all meetings of directors, members, committees of directors,
         committees of officers and committees of members;

     b)  copies of all resolutions consented to by directors, members,
         committees of directors, committees of officers and committees of
         members; and

     c)  such other accounts and records as the directors by resolution of
         directors consider necessary or desirable in order to reflect the
         financial position of the Company.

111. The books, records and minutes shall be kept at the registered office of
     the Company, its principal place of business or at such other place as the
     directors determine.

     OFFICERS

112. The Company may by resolution of directors appoint officers of the Company
     at such times as shall be considered necessary or expedient. Such officers
     may consist of a Chairman of the Board of Directors, a Vice-Chairman of the
     Board of Directors, a Chief Executive Officer, Secretaries and Treasurers
     and such other officers as may from time to time be deemed desirable. Any
     number of offices may be held by the same person.

113. The officers shall perform such duties as shall be prescribed at the time
     of their appointment subject to any modification in such duties as may be
     prescribed thereafter by resolution of directors or resolution of members,
     but in the absence of any specific allocation of duties it shall be the
     responsibility of the Chairman of the Board of Directors to preside at
     meetings of directors and members, the Vice-Chairman to act in the absence
     of the Chairman, the Chief Executive Officer to manage the day to day
     affairs of the Company, the Secretaries to maintain the share register,
     minute books and records (other than financial records) of the Company and
     to ensure compliance with all procedural requirements imposed on the
     Company by applicable law, and the Treasurer to be responsible for the
     financial affairs of the Company.

114. The emoluments of all officers shall be fixed by resolution of directors.

115. The officers of the Company shall hold office until their successors are
     duly elected and qualified, but any officer elected or appointed by the
     directors may be removed at any time, with or without cause, by resolution
     of directors. Any vacancy occurring in any office of the Company may be
     filled by resolution of directors.

     LIMITATION OF LIABILITY

                                       22

<PAGE>

116. To the full extent permitted by the Act or any other applicable laws
     presently or hereafter in effect, no director of the Company shall be
     personally liable to the Company or its members for or with respect to any
     acts or omissions in the performance of his or her duties as a director of
     the Company. Any repeal or modification of this Regulation 116 by a
     resolution of members shall not adversely affect the right or protection of
     a director of the Company existing at the time of such repeal or
     modification with respect to acts or omissions occurring prior to such
     repeal or modification.

     INDEMNIFICATION

117. Subject to the limitations hereinafter provided the Company may indemnify
     against all expenses, including legal fees, and against all judgments,
     fines and amounts paid in settlement and reasonably incurred in connection
     with legal, administrative or investigative proceedings any person who

     a)  is or was a party or is threatened to be made a party to any
         threatened, pending or completed proceedings, whether civil, criminal,
         administrative or investigative, by reason of the fact that the person
         is or was a director, an officer or a liquidator of the Company; or

     b)  is or was, at the request of the Company, serving as a director,
         officer or liquidator of, or in any other capacity is or was acting
         for, another company or a partnership, joint venture, trust or other
         enterprise.

118. The Company may only indemnify a person if the person acted honestly and in
     good faith with a view to the best interests of the Company and, in the
     case of criminal proceedings, the person had no reasonable cause to believe
     that his conduct was unlawful.

119. The decision of the directors as to whether the person acted honestly and
     in good faith and with a view to the best interests of the Company and as
     to whether the person had no reasonable cause to believe that his conduct
     was unlawful is, in the absence of fraud, sufficient for the purposes of
     these Articles, unless a question of law is involved.

120. The termination of any proceedings by any judgment, order, settlement,
     conviction or the entering of a nolle prosequi does not, by itself, create
     a presumption that the person did not act honestly and in good faith and
     with a view to the best interests of the Company or that the person had
     reasonable cause to believe that his conduct was unlawful.

121. If a person to be indemnified has been successful in defence of any
     proceedings referred to above the person is entitled to be indemnified
     against all expenses, including legal fees, and against all judgments,
     fines and amounts paid in settlement and reasonably incurred by the person
     in connection with the proceedings.

122. The Company may purchase and maintain insurance in relation to any person
     who is or was a director, an officer or a liquidator of the Company, or who
     at the request of the Company is or was serving as a director, an officer
     or a liquidator of, or in any other capacity is or was acting for, another
     company or a partnership, joint venture,

                                       23

<PAGE>

     trust or other enterprise, against any liability asserted against the
     person and incurred by the person in that capacity, whether or not the
     Company has or would have had the power to indemnify the person against the
     liability as provided in these Articles.

     SEAL

123. The Company may have more than one Seal and references herein to the Seal
     shall be references to every Seal which shall have been duly adopted by
     resolution of directors. The directors shall provide for the safe custody
     of the Seal and for an imprint thereof to be kept at the Registered Office.
     Except as otherwise expressly provided herein, the Seal when affixed to any
     written instrument shall be witnessed and attested to by the signature of a
     director or any other person so authorized from time to time by resolution
     of directors. Such authorization may be before or after the Seal is
     affixed, may be general or specific and may refer to any number of
     sealings. The directors may provide for a facsimile of the Seal and of the
     signature of any director or authorized person which may be reproduced by
     printing or other means on any instrument and it shall have the same force
     and validity as if the Seal had been affixed to such instrument and the
     same had been signed as hereinbefore described.

     DIVIDENDS

124. The Company may by a resolution of directors declare and pay dividends in
     money, shares or other property, but dividends shall only be declared and
     paid out of surplus. In the event that dividends are paid in specie, the
     directors shall have responsibility for establishing and recording in the
     resolution of directors authorizing the dividends, a fair and proper value
     for the assets to be so distributed.

125. The directors may from time to time pay to the members such interim
     dividends as appear to the directors to be justified by the profits of the
     Company.

126. The directors may, before declaring any dividend, set aside out of the
     profits of the Company such sum as they think proper as a reserve fund, and
     may invest the sum so set aside as a reserve fund upon such securities as
     they may select.

127. No dividend shall be declared and paid unless the directors determine that
     immediately after the payment of the dividend the Company will be able to
     satisfy its liabilities as they become due in the ordinary course of its
     business and the realizable value of the assets of the Company will not be
     less than the sum of its total liabilities, other than deferred taxes, as
     shown in its books of account, and its capital. In the absence of fraud,
     the decision of the directors as to the realizable value of the assets of
     the Company is conclusive, unless a question of law is involved.

128. Notice of any dividend that may have been declared shall be given to each
     member in the manner hereinafter mentioned and all dividends unclaimed for
     three years after having been declared may be forfeited by resolution of
     directors for the benefit of the Company.

129. No dividend shall bear interest as against the Company and no dividend
     shall be paid on treasury shares or shares held by another company of which
     the Company holds,

                                       24

<PAGE>

     directly or indirectly, shares having more than 50 percent of the vote in
     electing directors.

130. A share issued as a dividend by the Company shall be treated for all
     purposes as having been issued for money equal to the surplus that is
     transferred to capital upon the issue of the share.

131. In the case of a dividend of authorized but unissued shares with par value,
     an amount equal to the aggregate par value of the shares shall be
     transferred from surplus to capital at the time of the distribution.

132. In the case of a dividend of authorized but unissued shares without par
     value, the amount designated by the directors shall be transferred from
     surplus to capital at the time of the distribution, except that the
     directors must designate as capital an amount that is at least equal to the
     amount that the shares are entitled to as a preference, if any, in the
     assets of the Company upon liquidation of the Company.

133. A division of the issued and outstanding shares of a class or series of
     shares into a larger number of shares of the same class or series having a
     proportionately smaller par value does not constitute a dividend of shares.

     ACCOUNTS AND AUDIT

134. The Company may by resolution of members call for the directors to prepare
     periodically a profit and loss account and a balance sheet. The profit and
     loss account and balance sheet shall be drawn up so as to give respectively
     a true and fair view of the profit and loss of the Company for the
     financial period and a true and fair view of the state of affairs of the
     Company as at the end of the financial period.

135. The Company may by resolution of members call for the accounts to be
     examined by auditors.

136. The auditors of the Company shall be appointed by resolution of directors.

137. The auditors may be members of the Company but no director or other officer
     shall be eligible to be an auditor of the Company during his continuance in
     office.

138. The remuneration of the auditors of the Company

     a)  in the case of auditors appointed by the directors, may be fixed by
         resolution of directors; and

     b)  subject to the foregoing, shall be fixed by resolution of members or in
         such manner as the Company may by resolution of members determine.

139. The auditors shall examine each profit and loss account and balance sheet
     required to be served on every member of the Company or laid before a
     meeting of the members of the Company and shall state in a written report
     whether or not

                                       25

<PAGE>

     a)  in their opinion the profit and loss account and balance sheet give a
         true and fair view respectively of the profit and loss for the period
         covered by the accounts, and of the state of affairs of the Company at
         the end of that period; and

     b)  all the information and explanations required by the auditors have been
         obtained.

140. The report of the auditors shall be annexed to the accounts and shall be
     read at the meeting of members at which the accounts are laid before the
     Company or shall be served on the members.

141. Every auditor of the Company shall have a right of access at all times to
     the books of account and vouchers of the Company, and shall be entitled to
     require from the directors and officers of the Company such information and
     explanations as he thinks necessary for the performance of the duties of
     the auditors.

142. The auditors of the Company shall be entitled to receive notice of, and to
     attend any meetings of members of the Company at which the Company's profit
     and loss account and balance sheet are to be presented.

     NOTICES

143. Any notice, information or written statement to be given by the Company to
     members may be served in the case of members holding registered shares in
     any way by which it can reasonably be expected to reach each member or by
     mail addressed to each member at the address shown in the share register
     and in the case of members holding shares issued to bearer, in the manner
     provided in the Memorandum.

144. Any summons, notice, order, document, process, information or written
     statement to be served on the Company may be served by leaving it, or by
     sending it by registered mail addressed to the Company, at its registered
     office, or by leaving it with, or by sending it by registered mail to, the
     registered agent of the Company.

145. Service of any summons, notice, order, document, process, information or
     written statement to be served on the Company may be proved by showing that
     the summons, notice, order, document, process, information or written
     statement was delivered to the registered office or the registered agent of
     the Company or that it was mailed in such time as to admit to its being
     delivered to the registered office or the registered agent of the Company
     in the normal course of delivery within the period prescribed for service
     and was correctly addressed and the postage was prepaid.

     PENSION AND SUPERANNUATION FUNDS

                                       26

<PAGE>

146. The directors may establish and maintain or procure the establishment and
     maintenance of any non-contributory or contributory pension or
     superannuation funds for the benefit of, and give or procure the giving of
     donations, gratuities, pensions, allowances or emoluments to, any persons
     who are or were at any time in the employment or service of the Company or
     any company which is a subsidiary of the Company or is allied to or
     associated with the Company or with any such subsidiary, or who are or were
     at any time directors or officers of the Company or of any such other
     company as aforesaid or who hold or held any salaried employment or office
     in the Company or such other company, or any persons in whose welfare the
     Company or any such other company as aforesaid is or has been at any time
     interested, and to the wives, widows, families and dependents of any such
     person, and may make payments for or towards the insurance of any such
     persons as aforesaid, and may do any of the matters aforesaid either alone
     or in conjunction with any such other company as aforesaid. Subject always
     to the proposal being approved by resolution of members, a director holding
     any such employment or office shall be entitled to participate in and
     retain for his own benefit any such donation, gratuity, pension allowance
     or emolument.

     VOLUNTARY WINDING UP AND DISSOLUTION

147. The Company may voluntarily commence to wind up and dissolve by a
     resolution of members but if the Company has never issued shares it may
     voluntarily commence to wind up and dissolve by resolution of directors.

     CONTINUATION

148. The Company may by resolution of members or by a resolution passed
     unanimously by all directors of the Company continue as a company
     incorporated under the laws of a jurisdiction outside the British Virgin
     Islands in the manner provided under those laws.

                                       27

<PAGE>

We, the undersigned Registered Agent, subscribe our name to these Articles of
Association.

--------------------------------------------------------------------------------
                  NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER
--------------------------------------------------------------------------------

Havelet Trust Company (BVI) Limited
Abbott Building
P.O. Box 3186
Road Town, Tortola
British Virgin Islands

                                               /s/  [ILLEGIBLE]
                                               ---------------------------------
                                               Authorized Signatory

Registered Agent

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

DATED this 30th day of September 1999

WITNESS to above signature:

                                               /s/  N. Hull
                                               ---------------------------------
                                               N. Hull
                                               P.O. Box 3186
                                               Road Town, Tortola
                                               British Virgin Islands





                                               [SEAL OF REGISTRAR OF
                                               INTERNATIONAL BUSINESS COMPANIES]