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                                                                     EXHIBIT 4.8

                    THE COMPANIES LAW (2001 SECOND REVISION)

                              OF THE CAYMAN ISLANDS

                            COMPANY LIMITED BY SHARES

                             MEMORANDUM AND ARTICLES

                                       OF

                                   ASSOCIATION

                                       OF

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

                         NOBLE DRILLING HOLDING LIMITED

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

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                    THE COMPANIES LAW (2001 SECOND REVISION)

                              OF THE CAYMAN ISLANDS

                            COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION

                                       OF

                         NOBLE DRILLING HOLDING LIMITED

1        The name of the Company is NOBLE DRILLING HOLDING LIMITED.

2        The registered office of the Company shall be at the offices of M&C
         Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church
         Street, George Town, Grand Cayman, Cayman Islands, or at such other
         place as the Directors may from time to time decide.

3        The objects for which the Company is established are unrestricted and
         the Company shall have full power and authority to carry out any object
         not prohibited by the Companies Law (2001 Second Revision) or as the
         same may be revised from time to time, or any other law of the Cayman
         Islands.

4        The liability of each Member is limited to the amount from time to time
         unpaid on such Member's shares.

5        The share capital of the Company is US$50,000 divided into 50,000
         shares of a par value of US$1.00 each.

6        The Company has power to register by way of continuation as a body
         corporate limited by shares under the laws of any jurisdiction outside
         the Cayman Islands and to be deregistered in the Cayman Islands.

7        Capitalised terms that are not defined in this Memorandum of
         Association bear the same meaning as those given in the Articles of
         Association of the Company.

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                                        2

WE, the subscriber to this Memorandum of Association, wish to be formed into a
company pursuant to this Memorandum of Association, and we agree to take the
number of shares shown opposite our name.

DATED this 3 day of July, 2002.

SIGNATURE and ADDRESS                                     NUMBER OF SHARES
OF SUBSCRIBER                                                   TAKEN

M&C Corporate Services Limited                                   One
Of P.O. Box 309GT, Ugland House
South Church Street, George Town,
Grand Cayman, Cayman Islands

acting by:

/s/ Andrew Reid
-----------------
Andrew Reid

/s/ Graham Lockington
-----------------------
Graham Lockington

/s/ Nicola J. Quan
---------------------
Nicola J. Quan
Witness to the above signatures

I, Renda S. Cornwall, Assistant Registrar of Companies in and for the Cayman
Islands DO HEREBY CERTIFY that this is a true and correct copy of the Memorandum
of Association of this Company duly incorporated on the 3rd day of July, 2002.

                                    /s/ Renda S. Cornwall
                                    --------------------------------------------
                                    ASSISTANT REGISTRAR OF COMPANIES

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                    THE COMPANIES LAW (2001 SECOND REVISION)

                              OF THE CAYMAN ISLANDS

                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       OF

                         NOBLE DRILLING HOLDING LIMITED

                                 INTERPRETATION

1        In these Articles Table A in the Schedule to the Statute does not apply
         and, unless there is something in the subject or context inconsistent
         therewith:

         "ARTICLES"                        means these articles of association
                                           of the Company.

         "AUDITOR"                         means the person for the time being
                                           performing the duties of auditor of
                                           the Company (if any).

         "COMPANY"                         means the above named company.

         "DIRECTORS"                       means the directors for the time
                                           being of the Company.

         "DIVIDEND"                        includes an interim dividend.

         "ELECTRONIC RECORD"               has the same meaning as in the
                                           Electronic Transactions Law (2000
                                           Revision).

         "MEMBER"                          has the same meaning as in the
                                           Statute.

         "MEMORANDUM"                      means the memorandum of association
                                           of the Company.

         "ORDINARY RESOLUTION"             means a resolution passed by a simple
                                           majority of the Members as, being
                                           entitled to do so, vote in person or,
                                           where proxies are allowed, by proxy
                                           at a general meeting, and includes a
                                           unanimous written resolution. In
                                           computing the majority when a poll is
                                           demanded regard shall be had to the
                                           number of votes to which each Member
                                           is entitled by the Articles.

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                                       2

         "REGISTER OF MEMBERS"             means the register maintained in
                                           accordance with the Statute and
                                           includes (except where otherwise
                                           stated) any duplicate Register of
                                           Members.

         "REGISTERED OFFICE"               means the registered office for
                                           the time being of the Company.

         "SEAL"                            means the common seal of the Company
                                           and includes every duplicate seal.

         "SECRETARY"                       includes an assistant secretary and
                                           any person appointed to perform the
                                           duties of secretary of the Company.

         "SHARE" and "SHARES"              means a share or shares in the
                                           Company and includes a fraction of a
                                           share.

         "SPECIAL RESOLUTION"              has the same meaning as in the
                                           Statute, and includes a unanimous
                                           written resolution.

         "STATUTE"                         means the Companies Law (2001 Second
                                           Revision) of the Cayman Islands.

2        In the Articles:

         2.1      words importing the singular number include the plural number
                  and vice-versa;

         2.2      words importing the masculine gender include the feminine
                  gender;

         2.3      words importing persons include corporations;

         2.4      "written" and "in writing" include all modes of representing
                  or reproducing words in visible form, including in the form of
                  an Electronic Record;

         2.5      references to provisions of any law or regulation shall be
                  construed as references to those provisions as amended,
                  modified, re-enacted or replaced from time to time;

         2.6      any phrase introduced by the terms "including", "include", "in
                  particular" or any similar expression shall be construed as
                  illustrative and shall not limit the sense of the words
                  preceding those terms; and

         2.7      headings are inserted for reference only and shall be ignored
                  in construing these Articles.

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                                        3

                            COMMENCEMENT OF BUSINESS

3        The business of the Company may be commenced as soon after
         incorporation as the Directors shall see fit.

4        The Directors may pay, out of the capital or any other monies of the
         Company, all expenses incurred in or about the formation and
         establishment of the Company, including the expenses of registration.

                                 ISSUE OF SHARES

5        Subject to the provisions, if any, in the Memorandum (and to any
         direction that may be given by the Company in general meeting) and
         without prejudice to any rights attached to any existing Shares, the
         Directors may allot, issue, grant options over or otherwise dispose of
         Shares (including fractions of a Share) with or without preferred,
         deferred or other rights or restrictions, whether in regard to
         Dividend, voting, return of capital or otherwise and to such persons,
         at such times and on such other terms as they think proper.

6        The Company shall not issue Shares to bearer.

                               REGISTER OF MEMBERS

7        The Company shall maintain or cause to be maintained the Register of
         Members in accordance with the Statute.

                CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

8        For the purpose of determining Members entitled to notice of, or to
         vote at any meeting of Members or any adjournment thereof, or Members
         entitled to receive payment of any Dividend, or in order to make a
         determination of Members for any other proper purpose, the Directors
         may provide that the Register of Members shall be closed for transfers
         for a stated period which shall not in any case exceed forty days. If
         the Register of Members shall be closed for the purpose of determining
         Members entitled to notice of, or to vote at, a meeting of Members the
         Register of Members shall be closed for at least ten days immediately
         preceding the meeting.

9        In lieu of, or apart from, closing the Register of Members, the
         Directors may fix in advance or arrears a date as the record date for
         any such determination of Members entitled to notice of or to vote at a
         meeting of the Members, and for the purpose of determining the Members
         entitled to receive payment of any Dividend.

10       If the Register of Members is not so closed and no record date is fixed
         for the determination of Members entitled to notice of, or to vote at,
         a meeting of Members or Members entitled to receive payment of a
         Dividend, the date on which notice of the meeting is sent or the date
         on which the resolution of the Directors declaring such Dividend is
         adopted, as the case may be, shall be the record date for such
         determination

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                                        4

         of Members. When a determination of Members entitled to vote at any
         meeting of Members has been made as provided in this Article, such
         determination shall apply to any adjournment thereof.

                             CERTIFICATES FOR SHARES

11       A Member shall only be entitled to a share certificate if the Directors
         resolve that share certificates shall be issued. Share certificates
         representing Shares, if any, shall be in such form as the Directors may
         determine. Share certificates shall be signed by one or more Directors
         or other person authorised by the Directors. The Directors may
         authorise certificates to be issued with the authorised signature(s)
         affixed by mechanical process. All certificates for Shares shall be
         consecutively numbered or otherwise identified and shall specify the
         Shares to which they relate. All certificates surrendered to the
         Company for transfer shall be cancelled and subject to these Articles
         no new certificate shall be issued until the former certificate
         representing a like number of relevant Shares shall have been
         surrendered and cancelled.

12       The Company shall not be bound to issue more than one certificate for
         Shares held jointly by more than one person and delivery of a
         certificate to one joint holder shall be a sufficient delivery to all
         of them.

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

                               TRANSFER OF SHARES

14       Shares are transferable subject to the consent of the Directors who
         may, in their absolute discretion, decline to register any transfer of
         Shares without giving any reason. If the Directors refuse to register a
         transfer they shall notify the transferee within two months of such
         refusal.

15       The instrument of transfer of any Share shall be in writing and shall
         be executed by or on behalf of the transferor (and if the Directors so
         require, signed by the transferee). The transferor shall be deemed to
         remain the holder of a Share until the name of the transferee is
         entered in the Register of Members.

                       REDEMPTION AND REPURCHASE OF SHARES

16       Subject to the provisions of the Statute the Company may issue Shares
         that are to be redeemed or are liable to be redeemed at the option of
         the Member or the Company. The redemption of such Shares shall be
         effected in such manner as the Company may, by Special Resolution,
         determine before the issue of the Shares.

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                                        5

17       Subject to the provisions of the Statute, the Company may purchase its
         own Shares (including any redeemable Shares) provided that the Members
         shall have approved the manner of purchase by Ordinary Resolution.

18       The Company may make a payment in respect of the redemption or purchase
         of its own Shares in any manner permitted by the Statute, including out
         of capital.

                          VARIATION OF RIGHTS OF SHARES

19       If at any time the share capital of the Company is divided into
         different classes of Shares, the rights attached to any class (unless
         otherwise provided by the terms of issue of the Shares of that class)
         may, whether or not the Company is being wound-up, be varied with the
         consent in writing of the holders of three-quarters of the issued
         Shares of that class, or with the sanction of a Special Resolution
         passed at a general meeting of the holders of the Shares of that class.

20       The provisions of these Articles relating to general meetings shall
         apply to every class meeting of the holders of one class of Shares
         except that the necessary quorum shall be one person holding or
         representing by proxy at least one-third of the issued Shares of the
         class and that any holder of Shares of the class present in person or
         by proxy may demand a poll.

21       The rights conferred upon the holders of the Shares of any class issued
         with preferred or other rights shall not, unless otherwise expressly
         provided by the terms of issue of the Shares of that class, be deemed
         to be varied by the creation or issue of further Shares ranking pari
         passu therewith.

                          COMMISSION ON SALE OF SHARES

22       The Company may, in so far as the Statute permits, pay a commission to
         any person in consideration of his subscribing or agreeing to subscribe
         whether absolutely or conditionally for any Shares of the Company. Such
         commissions may be satisfied by the payment of cash and/or the issue of
         fully or partly paid-up Shares. The Company may also on any issue of
         Shares pay such brokerage as may be lawful.

                            NON-RECOGNITION OF TRUSTS

23       The Company shall not be bound by or compelled to recognise in any way
         (even when notified) any equitable, contingent, future or partial
         interest in any Share, or (except only as is otherwise provided by
         these Articles or the Statute) any other rights in respect of any Share
         other than an absolute right to the entirety thereof in the registered
         holder.

                                 LIEN ON SHARES

24       The Company shall have a first and paramount lien on all Shares
         (whether fully paid-up or not) registered in the name of a Member
         (whether solely or jointly with others) for all debts, liabilities or
         engagements to or with the Company (whether presently payable or not)
         by

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                                        6

         such Member or his estate, either alone or jointly with any other
         person, whether a Member or not, but the Directors may at any time
         declare any Share to be wholly or in part exempt from the provisions of
         this Article. The registration of a transfer of any such Share shall
         operate as a waiver of the Company's lien thereon. The Company's lien
         on a Share shall also extend to any amount payable in respect of that
         Share.

25       The Company may sell, in such manner as the Directors think fit, any
         Shares on which the Company has a lien, if a sum in respect of which
         the lien exists is presently payable, and is not paid within fourteen
         clear days after notice has been given to the holder of the Shares, or
         to the person entitled to it in consequence of the death or bankruptcy
         of the holder, demanding payment and stating that if the notice is not
         complied with the Shares may be sold.

26       To give effect to any such sale the Directors may authorise any person
         to execute an instrument of transfer of the Shares sold to, or in
         accordance with the directions of, the purchaser. The purchaser or his
         nominee shall be registered as the holder of the Shares comprised in
         any such transfer, and he 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 the sale or the exercise of the
         Company's power of sale under these Articles.

27       The net proceeds of such sale after payment of costs, shall be applied
         in payment of such part of the amount in respect of which the lien
         exists as is presently payable and any residue shall (subject to a like
         lien for sums not presently payable as existed upon the Shares before
         the sale) be paid to the person entitled to the Shares at the date of
         the sale.

                                 CALL ON SHARES

28       Subject to the terms of the allotment the Directors may from time to
         time make calls upon the Members in respect of any monies unpaid on
         their Shares (whether in respect of par value or premium), and each
         Member shall (subject to receiving at least fourteen days notice
         specifying the time or times of payment) pay to the Company at the time
         or times so specified the amount called on the Shares. A call may be
         revoked or postponed as the Directors may determine. A call may be
         required to be paid by instalments. A person upon whom a call is made
         shall remain liable for calls made upon him notwithstanding the
         subsequent transfer of the Shares in respect of which the call was
         made.

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

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

31       If a call remains unpaid after it has become due and payable, the
         person from whom it is due shall pay interest on the amount unpaid from
         the day it became due and payable until it is paid at such rate as the
         Directors may determine, but the Directors may waive payment of the
         interest wholly or in part.

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                                       7

32       An amount payable in respect of a Share on allotment or at any fixed
         date, whether on account of the par value of the Share or premium or
         otherwise, shall be deemed to be a call and if it is not paid all the
         provisions of these Articles shall apply as if that amount had become
         due and payable by virtue of a call.

33       The Directors may issue Shares with different terms as to the amount
         and times of payment of calls, or the interest to be paid.

34       The Directors may, if they think fit, receive an amount from any Member
         willing to advance all or any part of the monies uncalled and unpaid
         upon any Shares held by him, and may (until the amount would otherwise
         become payable) pay interest at such rate as may be agreed upon between
         the Directors and the Member paying such amount in advance.

35       No such amount paid in advance of calls shall entitle the Member paying
         such amount to any portion of a Dividend declared in respect of any
         period prior to the date upon which such amount would, but for such
         payment, become payable.

                              FORFEITURE OF SHARES

36       If a call remains unpaid after it has become due and payable the
         Directors may give to the person from whom it is due not less than
         fourteen clear days notice requiring payment of the amount unpaid
         together with any interest, which may have accrued. The notice shall
         specify where payment is to be made and shall state that if the notice
         is not complied with the Shares in respect of which the call was made
         will be liable to be forfeited.

37       If the notice is not complied with any Share in respect of which it was
         given may, before the payment required by the notice has been made, be
         forfeited by a resolution of the Directors. Such forfeiture shall
         include all Dividends or other monies declared payable in respect of
         the forfeited Share and not paid before the forfeiture.

38       A forfeited Share may be sold, re-allotted or otherwise disposed of on
         such terms and in such manner as the Directors think fit and at any
         time before a sale, re-allotment or disposition the forfeiture may be
         cancelled on such terms as the Directors think fit. Where for the
         purposes of its disposal a forfeited Share is to be transferred to any
         person the Directors may authorise some person to execute an instrument
         of transfer of the Share in favour of that person.

39       A person any of whose Shares have been forfeited shall cease to be a
         Member in respect of them and shall surrender to the Company for
         cancellation the certificate for the Shares forfeited and shall remain
         liable to pay to the Company all monies which at the date of forfeiture
         were payable by him to the Company in respect of those Shares together
         with interest, but his liability shall cease if and when the Company
         shall have received payment in full of all monies due and payable by
         him in respect of those Shares.

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                                        8

40       A certificate in writing under the hand of one Director or officer of
         the Company that a Share has been forfeited on a specified date shall
         be conclusive evidence of the fact as against all persons claiming to
         be entitled to the Share. The certificate shall (subject to the
         execution of an instrument of transfer) 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 in reference to the forfeiture, sale or
         disposal of the Share.

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

                             TRANSMISSION OF SHARES

42       If a Member dies the survivor or survivors where he was a joint holder,
         and his legal personal representatives where he was a sole holder,
         shall be the only persons recognised by the Company as having any title
         to his interest. The estate of a deceased Member is not thereby
         released from any liability in respect of any Share, which had been
         jointly held by him.

43       Any person becoming entitled to a Share in consequence of the death or
         bankruptcy or liquidation or dissolution of a Member (or in any other
         way than by transfer) may, upon such evidence being produced as may
         from time to time be required by the Directors, elect either to become
         the holder of the Share or to have some person nominated by him as the
         transferee. If he elects to become the holder he shall give notice to
         the Company to that effect, but the Directors shall, in either case,
         have the same right to decline or suspend registration as they would
         have had in the case of a transfer of the Share by that Member before
         his death or bankruptcy, as the case may be.

44       If the person so becoming entitled shall elect to be registered himself
         as holder he shall deliver or send to the Company a notice in writing
         signed by him stating that he so elects.

45       A person becoming entitled to a Share by reason of the death or
         bankruptcy or liquidation or dissolution of the holder (or in any other
         case than by transfer) shall be entitled to the same Dividends and
         other advantages to which he would be entitled if he were the
         registered holder of the Share. However, he shall not, before being
         registered as a Member in respect of the Share, be entitled in respect
         of it to exercise any right conferred by membership in relation to
         meetings of the Company and the Directors may at any time give notice
         requiring any such person to elect either to be registered himself or
         to transfer the Share. If the notice is not complied with within ninety
         days the Directors may thereafter withhold payment of all Dividends,
         bonuses or other monies payable in respect of the Share until the
         requirements of the notice have been complied with.

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                                       9

            AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND
                             ALTERATION OF CAPITAL

46       The Company may by Ordinary Resolution:

         46.1     increase the share capital by such sum as the resolution shall
                  prescribe and with such rights, priorities and privileges
                  annexed thereto, as the Company in general meeting may
                  determine;

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

         46.3     by subdivision of its existing Shares or any of them divide
                  the whole or any part of its Share capital into Shares of
                  smaller amount than is fixed by the Memorandum or into Shares
                  without par value; and

         46.4     cancel any Shares that at the date of the passing of the
                  resolution have not been taken or agreed to be taken by any
                  person.

47       All new Shares created in accordance with the provisions of the
         preceding Article shall be subject to the same provisions of the
         Articles with reference to the payment of calls, liens, transfer,
         transmission, forfeiture and otherwise as the Shares in the original
         share capital.

48       Subject to the provisions of the Statute and the provisions of these
         Articles as regards the matters to be dealt with by Ordinary
         Resolution, the Company may by Special Resolution:

         48.1     change its name;

         48.2     alter or add to these Articles;

         48.3     alter or add to the Memorandum with respect to any objects,
                  powers or other matters specified therein; and

         48.4     reduce its share capital and any capital redemption reserve
                  fund.

                                REGISTERED OFFICE

49       Subject to the provisions of the Statute, the Company may by resolution
         of the Directors change the location of its Registered Office.

                                GENERAL MEETINGS

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

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                                       10

51       The Company shall, if required by the Statute, in each year hold a
         general meeting as its annual general meeting, and shall specify the
         meeting as such in the notices calling it. The annual general meeting
         shall be held at such time and place as the Directors shall appoint and
         if no other time and place is prescribed by them, it shall be held at
         the Registered Office on the fourth Thursday in April of each year at
         ten o'clock in the morning. At these meetings the report of the
         Directors (if any) shall be presented.

52       The Company may hold an annual general meeting, but shall not (unless
         required by Statute) be obliged to hold an annual general meeting.

53       The Directors may call general meetings, and they shall on a Members
         requisition forthwith proceed to convene an extraordinary general
         meeting of the Company.

54       A Members requisition is a requisition of Members of the Company
         holding at the date of deposit of the requisition not less than ten per
         cent. in par value of the capital of the Company as at that date
         carries the right of voting at general meetings of the Company.

55       The requisition must state the objects of the meeting and must be
         signed by the requisitionists and deposited at the Registered Office,
         and may consist of several documents in like form each signed by one or
         more requisitionists.

56       If the Directors do not within twenty-one days from the date of the
         deposit of the requisition duly proceed to convene a general meeting to
         be held within a further twenty-one days, the requisitionists, or any
         of them representing more than one-half of the total voting rights of
         all of them, may themselves convene a general meeting, but any meeting
         so convened shall not be held after the expiration of three months
         after the expiration of the said twenty-one days.

57       A general meeting convened as aforesaid by requisitionists shall be
         convened in the same manner as nearly as possible as that in which
         general meetings are to be convened by Directors.

                           NOTICE OF GENERAL MEETINGS

58       At least five days' notice shall be given of any general meeting. Every
         notice shall be exclusive of the day on which it is given or deemed to
         be given and of the day for which it is given and shall specify the
         place, the day and the hour of the meeting and the general nature of
         the business and shall be given in manner hereinafter mentioned or in
         such other manner if any as may be prescribed by the Company, provided
         that a general meeting of the Company shall, whether or not the notice
         specified in this regulation has been given and whether or not the
         provisions of the Articles regarding general meetings have been
         complied with, be deemed to have been duly convened if it is so agreed:

         58.1     in the case of an annual general meeting, by all the Members
                  (or their proxies) entitled to attend and vote thereat; and

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                                       11

         58.2     in the case of an extraordinary general meeting, by a majority
                  in number of the Members (or their proxies) having a right to
                  attend and vote at the meeting, being a majority together
                  holding not less than ninety-five per cent. in par value of
                  the Shares giving that right.

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

                         PROCEEDINGS AT GENERAL MEETINGS

60       No business shall be transacted at any general meeting unless a quorum
         is present. Two Members being individuals present in person or by proxy
         or if a corporation or other non-natural person by its duly authorised
         representative shall be a quorum unless the Company has one Member in
         which case the quorum shall be that one Member present in person or by
         proxy or (in the case of a corporation or other non-natural person) by
         a duly authorised representative.

61       A person may participate at a general meeting by conference telephone
         or other communications equipment by means of which all the persons
         participating in the meeting can communicate with each other.
         Participation by a person in a general meeting in this manner is
         treated as presence in person at that meeting.

62       A resolution (including a Special Resolution) in writing (in one or
         more counterparts) signed by all Members for the time being entitled to
         receive notice of and to attend and vote at general meetings (or, being
         corporations, signed by their duly authorised representatives) shall be
         as valid and effective as if the resolution had been passed at a
         general meeting of the Company duly convened and held.

63       If a quorum is not present within half an hour from the time appointed
         for the meeting or if during such a meeting a quorum ceases to be
         present, the meeting, if convened upon the requisition of Members,
         shall be dissolved and in any other case it shall stand adjourned to
         the same day in the next week at the same time and place or to such
         other day, time or such other place as the Directors may determine, and
         if at the adjourned meeting a quorum is not present within half an hour
         from the time appointed for the meeting the Members present shall be a
         quorum.

64       The chairman, if any, of the board of Directors shall preside as
         chairman at every general meeting of the Company, or if there is no
         such chairman, or if he shall not be present within fifteen minutes
         after the time appointed for the holding of the meeting, or is
         unwilling to act, the Directors present shall elect one of their number
         to be chairman of the meeting.

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

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                                       12

66       The chairman may, with the consent of a meeting at which a quorum is
         present, (and shall if so directed by the meeting), adjourn the meeting
         from time to time and from place to place, but no business shall be
         transacted at any adjourned meeting other than the business left
         unfinished at the meeting from which the adjournment took place. When a
         general meeting is adjourned for thirty days or more, notice of the
         adjourned meeting shall be given as in the case of an original meeting.
         Otherwise it shall not be necessary to give any such notice.

67       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, the chairman demands a poll, or any other Member or
         Members collectively present in person or by proxy and holding at least
         ten per cent. in par value of the Shares giving a right to attend and
         vote at the meeting.

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

69       The demand for a poll may be withdrawn.

70       Except on a poll demanded on the election of a chairman or on a
         question of adjournment, a poll shall be taken as the chairman directs,
         and the result of the poll shall be deemed to be the resolution of the
         general meeting at which the poll was demanded.

71       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 at such time as the chairman of the general
         meeting directs, and any business other than that upon which a poll has
         been demanded or is contingent thereon may proceed pending the taking
         of the poll.

72       In the case of an equality of votes, whether on a show of hands or on a
         poll, the chairman shall be entitled to a second or casting vote.

                                VOTES OF MEMBERS

73       Subject to any rights or restrictions attached to any Shares, on a show
         of hands every Member who (being an individual) is present in person or
         by proxy or, if a corporation or other non-natural person is present by
         its duly authorised representative, shall have one vote and on a poll
         every Member shall have one vote for every Share of which he is the
         holder.

74       In the case of joint holders of record the vote of the senior holder
         who tenders a vote, whether in person or by proxy, shall be accepted to
         the exclusion of the votes of the other joint holders, and seniority
         shall be determined by the order in which the names of the holders
         stand in the Register of Members.

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                                       13

75       A Member of unsound mind, or in respect of whom an order has been made
         by any court, having jurisdiction in lunacy, may vote, whether on a
         show of hands or on a poll, by his committee, receiver, curator bonis,
         or other person on such Member's behalf appointed by that court, and
         any such committee, receiver, curator bonis or other person may vote by
         proxy.

76       No person shall be entitled to vote at any general meeting or at any
         separate meeting of the holders of a class of Shares unless he is
         registered as a Member on the record date for such meeting nor unless
         all calls or other monies then payable by him in respect of Shares have
         been paid.

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

78       On a poll or on a show of hands votes may be cast either personally or
         by proxy. A Member may appoint more than one proxy or the same proxy
         under one or more instruments to attend and vote at a meeting. Where a
         Member appoints more than one proxy the instrument of proxy shall state
         which proxy is entitled to vote on a show of hands.

79       A Member holding more than one Share need not cast the votes in respect
         of his Shares in the same way on any resolution and therefore may vote
         a Share or some or all such Shares either for or against a resolution
         and/or abstain from voting a Share or some or all of the Shares and,
         subject to the terms of the instrument appointing him, a proxy
         appointed under one or more instruments may vote a Share or some or all
         of the Shares in respect of which he is appointed either for or against
         a resolution and/or abstain from voting.

                                     PROXIES

80       The instrument appointing a proxy shall be in writing, be executed
         under the hand of the appointor or of his attorney duly authorised in
         writing, or, if the appointor is a corporation under the hand of an
         officer or attorney duly authorised for that purpose. A proxy need not
         be a Member of the Company.

81       The instrument appointing a proxy shall be deposited at the Registered
         Office or at such other place as is specified for that purpose in the
         notice convening the meeting, or in any instrument of proxy sent out by
         the Company:

         81.1     not less than 48 hours before the time for holding the meeting
                  or adjourned meeting at which the person named in the
                  instrument proposes to vote; or

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                                       14

         81.2     in the case of a poll taken more than 48 hours after it is
                  demanded, be deposited as aforesaid after the poll has been
                  demanded and not less than 24 hours before the time appointed
                  for the taking of the poll; or

         81.3     where the poll is not taken forthwith but is taken not more
                  than 48 hours after it was demanded be delivered at the
                  meeting at which the poll was demanded to the chairman or to
                  the secretary or to any director;

         provided that the Directors may in the notice convening the meeting, or
         in an instrument of proxy sent out by the Company, direct that the
         instrument appointing a proxy may be deposited at the Registered Office
         no later than the time for holding the meeting or adjourned meeting.
         The chairman may in any event at his discretion direct that an
         instrument of proxy shall be deemed to have been duly deposited. An
         instrument of proxy that is not deposited in the manner permitted shall
         be invalid.

82       The instrument appointing a proxy may be in any usual or common form
         and may be expressed to be for a particular meeting or any adjournment
         thereof or generally until revoked. An instrument appointing a proxy
         shall be deemed to include the power to demand or join or concur in
         demanding a poll.

83       Votes given in accordance with the terms of an instrument of proxy
         shall be valid notwithstanding the previous death or insanity of the
         principal or revocation of the proxy or of the authority under which
         the proxy was executed, or the transfer of the Share in respect of
         which the proxy is given unless notice in writing of such death,
         insanity, revocation or transfer was received by the Company at the
         Registered Office before the commencement of the general meeting, or
         adjourned meeting at which it is sought to use the proxy.

                                CORPORATE MEMBERS

84       Any corporation or other non-natural person which is a Member may in
         accordance with its constitutional documents, or in the absence of such
         provision by resolution of its directors or other governing body,
         authorise such person as it thinks fit to act as its representative at
         any meeting of the Company or of any class of Members, and the person
         so authorised shall be entitled to exercise the same powers on behalf
         of the corporation which he represents as the corporation could
         exercise if it were an individual Member.

                          SHARES THAT MAY NOT BE VOTED

85       Shares in the Company that are beneficially owned by the Company shall
         not be voted, directly or indirectly, at any meeting and shall not be
         counted in determining the total number of outstanding Shares at any
         given time.

                                    DIRECTORS

86       There shall be a board of Directors consisting of not less than one
         person (exclusive of alternate Directors) provided however that the
         Company may from time to time by Ordinary

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                                       15

         Resolution increase or reduce the limits in the number of Directors.
         The first Directors of the Company shall be determined in writing by,
         or appointed by a resolution of, the subscribers.

                               POWERS OF DIRECTORS

87       Subject to the provisions of the Statute, the Memorandum and the
         Articles and to any directions given by Special Resolution, the
         business of the Company shall be managed by the Directors who may
         exercise all the powers of the Company. No alteration of the Memorandum
         or Articles and no such direction shall invalidate any prior act of the
         Directors which would have been valid if that alteration had not been
         made or that direction had not been given. A duly convened meeting of
         Directors at which a quorum is present may exercise all powers
         exercisable by the Directors.

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

89       The Directors on behalf of the Company may pay a gratuity or pension or
         allowance on retirement to any Director who has held any other salaried
         office or place of profit with the Company or to his widow or
         dependants and may make contributions to any fund and pay premiums for
         the purchase or provision of any such gratuity, pension or allowance.

90       The Directors may exercise all the powers of the Company to borrow
         money and to mortgage or charge its undertaking, property and uncalled
         capital or any part thereof and to issue debentures, debenture stock,
         mortgages, bonds and other such securities whether outright or as
         security for any debt, liability or obligation of the Company or of any
         third party.

                      APPOINTMENT AND REMOVAL OF DIRECTORS

91       The Company may by Ordinary Resolution appoint any person to be a
         Director or may by Ordinary Resolution remove any Director.

92       The Directors may appoint any person to be a Director, either to fill a
         vacancy or as an additional Director provided that the appointment does
         not cause the number of Directors to exceed any number fixed by or in
         accordance with the Articles as the maximum number of Directors.

                         VACATION OF OFFICE OF DIRECTOR

93       The office of a Director shall be vacated if:

         93.1     he gives notice in writing to the Company that he resigns the
                  office of Director; or

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                                       16

         93.2     if he absents himself (without being represented by proxy or
                  an alternate Director appointed by him) from three consecutive
                  meetings of the board of Directors without special leave of
                  absence from the Directors, and they pass a resolution that he
                  has by reason of such absence vacated office; or

         93.3     if he dies, becomes bankrupt or makes any arrangement or
                  composition with his creditors generally; or

         93.4     if he is found to be or becomes of unsound mind; or

         93.5     if all the other Directors of the Company (being not less than
                  two in number) resolve that he should be removed as a
                  Director.

                            PROCEEDINGS OF DIRECTORS

94       The quorum for the transaction of the business of the Directors may be
         fixed by the Directors, and unless so fixed shall be two if there are
         two or more Directors, and shall be one if there is only one Director.
         A person who holds office only as an alternate Director shall, if his
         appointor is not present, be counted in the quorum.

95       Subject to the provisions of the Articles, the Directors may regulate
         their proceedings as they think fit. Questions arising at any meeting
         shall be decided by a majority of votes. In the case of an equality of
         votes, the chairman shall have a second or casting vote. A Director who
         is also an alternate Director shall be entitled in the absence of his
         appointor to a separate vote on behalf of his appointor in addition to
         his own vote.

96       A person may participate in a meeting of the Directors or committee of
         Directors by conference telephone or other communications equipment by
         means of which all the persons participating in the meeting can
         communicate with each other at the same time. Participation by a person
         in a meeting in this manner is treated as presence in person at that
         meeting. Unless otherwise determined by the Directors the meeting shall
         be deemed to be held at the place where the chairman is at the start of
         the meeting.

97       A resolution in writing (in one or more counterparts) signed by all the
         Directors or all the members of a committee of Directors (an alternate
         Director being entitled to sign such a resolution on behalf of his
         appointor) shall be as valid and effectual as if it had been passed at
         a meeting of the Directors, or committee of Directors as the case may
         be, duly convened and held.

98       A Director or alternate Director may, or other officer of the Company
         on the requisition of a Director or alternate Director shall, call a
         meeting of the Directors by at least two days' notice in writing to
         every Director and alternate Director which notice shall set forth the
         general nature of the business to be considered unless notice is waived
         by all the Directors (or their alternates) either at, before or after
         the meeting is held.

99       The continuing Directors may act notwithstanding any vacancy in their
         body, but if and so long as their number is reduced below the number
         fixed by or pursuant to these Articles as

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                                       17

         the necessary quorum of Directors the continuing Directors or Director
         may act for the purpose of increasing the number of Directors to that
         number, or of summoning a general meeting of the Company, but for no
         other purpose.

100      The Directors may elect a chairman of their board and determine the
         period for which he is to hold office; but if no such chairman is
         elected, or if at any meeting the chairman is not present within five
         minutes after the time appointed for holding the same, the Directors
         present may choose one of their number to be chairman of the meeting.

101      All acts done by any meeting of the Directors or of a committee of
         Directors (including any person acting as an alternate Director) shall,
         notwithstanding that it be afterwards discovered that there was some
         defect in the appointment of any Director or alternate Director, or
         that they or any of them were disqualified, be as valid as if every
         such person had been duly appointed and qualified to be a Director or
         alternate Director as the case may be.

102      A Director but not an alternate Director may be represented at any
         meetings of the board of Directors by a proxy appointed in writing by
         him. The proxy shall count towards the quorum and the vote of the proxy
         shall for all purposes be deemed to be that of the appointing Director.

                              PRESUMPTION OF ASSENT

103      A Director of the Company who is present at a meeting of the board of
         Directors at which action on any Company matter is taken shall be
         presumed to have assented to the action taken unless his dissent shall
         be entered in the minutes of the meeting or unless he shall file his
         written dissent from such action with the person acting as the chairman
         or secretary of the meeting before the adjournment thereof or shall
         forward such dissent by registered post to such person immediately
         after the adjournment of the meeting. Such right to dissent shall not
         apply to a Director who voted in favour of such action.

                              DIRECTORS' INTERESTS

104      A Director may hold any other office or place of profit under the
         Company (other than the office of Auditor) in conjunction with his
         office of Director for such period and on such terms as to remuneration
         and otherwise as the Directors may determine.

105      A Director may act by himself or his firm in a professional capacity
         for the Company and he or his firm shall be entitled to remuneration
         for professional services as if he were not a Director or alternate
         Director.

106      A Director or alternate 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 as
         shareholder or otherwise, and no such Director or alternate Director
         shall be accountable to the Company for any remuneration or other
         benefits received by him as a director or officer of, or from his
         interest in, such other company.

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                                       18

107      No person shall be disqualified from the office of Director or
         alternate Director or prevented by such office from contracting with
         the Company, either as vendor, purchaser or otherwise, nor shall any
         such contract or any contract or transaction entered into by or on
         behalf of the Company in which any Director or alternate Director shall
         be in any way interested be or be liable to be avoided, nor shall any
         Director or alternate Director so contracting or being so interested be
         liable to account to the Company for any profit realised by any such
         contract or transaction by reason of such Director holding office or of
         the fiduciary relation thereby established. A Director (or his
         alternate Director in his absence) shall be at liberty to vote in
         respect of any contract or transaction in which he is interested
         provided that the nature of the interest of any Director or alternate
         Director in any such contract or transaction shall be disclosed by him
         at or prior to its consideration and any vote thereon.

108      A general notice that a Director or alternate Director is a
         shareholder, director, officer or employee of any specified firm or
         company and is to be regarded as interested in any transaction with
         such firm or company shall be sufficient disclosure for the purposes of
         voting on a resolution in respect of a contract or transaction in which
         he has an interest, and after such general notice it shall not be
         necessary to give special notice relating to any particular
         transaction.

                                     MINUTES

109      The Directors shall cause minutes to be made in books kept for the
         purpose of all appointments of officers made by the Directors, all
         proceedings at meetings of the Company or the holders of any class of
         Shares and of the Directors, and of committees of Directors including
         the names of the Directors or alternate Directors present at each
         meeting.

                         DELEGATION OF DIRECTORS' POWERS

110      The Directors may delegate any of their powers to any committee
         consisting of one or more Directors. They may also delegate to any
         managing director or any Director holding any other executive office
         such of their powers as they consider desirable to be exercised by him
         provided that an alternate Director may not act as managing director
         and the appointment of a managing director shall be revoked forthwith
         if he ceases to be a Director. Any such delegation may be made subject
         to any conditions the Directors may impose, and either collaterally
         with or to the exclusion of their own powers and may be revoked or
         altered. Subject to any such conditions, the proceedings of a committee
         of Directors shall be governed by the Articles regulating the
         proceedings of Directors, so far as they are capable of applying.

111      The Directors may establish any committees, local boards or agencies or
         appoint any person to be a manager or agent for managing the affairs of
         the Company and may appoint any person to be a member of such
         committees or local boards.

112      The Directors may by power of attorney or otherwise appoint any person
         to be the agent of the Company on such conditions as the Directors may
         determine, provided that the

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                                       19

         delegation is not to the exclusion of their own powers and may be
         revoked by the Directors at any time.

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

114      The Directors may appoint such officers as they consider necessary on
         such terms, at such remuneration and to perform such duties, and
         subject to such provisions as to disqualification and removal as the
         Directors may think fit. Unless otherwise specified in the terms of his
         appointment an officer may be removed by resolution of the Directors or
         Members.

                               ALTERNATE DIRECTORS

115      Any Director (other than an alternate Director) may by writing appoint
         any other Director, or any other person willing to act, to be an
         alternate Director and by writing may remove from office an alternate
         Director so appointed by him.

116      An alternate Director shall be entitled to receive notice of all
         meetings of Directors and of all meetings of committees of Directors of
         which his appointor is a member, to attend and vote at every such
         meeting at which the Director appointing him is not personally present,
         and generally to perform all the functions of his appointor as a
         Director in his absence.

117      An alternate Director shall cease to be an alternate Director if his
         appointor ceases to be a Director.

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

119      An alternate Director shall be deemed for all purposes to be a Director
         and shall alone be responsible for his own acts and defaults and shall
         not be deemed to be the agent of the Director appointing him.

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                                       20

                             NO MINIMUM SHAREHOLDING

120      The Company in general meeting may fix a minimum shareholding required
         to be held by a Director, but unless and until such a shareholding
         qualification is fixed a Director is not required to hold Shares.

                            REMUNERATION OF DIRECTORS

121      The remuneration to be paid to the Directors, if any, shall be such
         remuneration as the Directors shall determine. The Directors shall also
         be entitled to be paid all travelling, hotel and other expenses
         properly incurred by them in connection with their attendance at
         meetings of Directors or committees of Directors, or general meetings
         of the Company, or separate meetings of the holders of any class of
         Shares or debentures of the Company, or otherwise in connection with
         the business of the Company, or to receive a fixed allowance in respect
         thereof as may be determined by the Directors, or a combination partly
         of one such method and partly the other.

122      The Directors may by resolution approve additional remuneration to any
         Director for any services other than his ordinary routine work as a
         Director. Any fees paid to a Director who is also counsel or solicitor
         to the Company, or otherwise serves it in a professional capacity shall
         be in addition to his remuneration as a Director.

                                      SEAL

123      The Company may, if the Directors so determine, have a Seal. The Seal
         shall only be used by the authority of the Directors or of a committee
         of the Directors authorised by the Directors. Every instrument to which
         the Seal has been affixed shall be signed by at least one person who
         shall be either a Director or some officer or other person appointed by
         the Directors for the purpose.

124      The Company may have for use in any place or places outside the Cayman
         Islands a duplicate Seal or Seals each of which shall be a facsimile of
         the common Seal of the Company and, if the Directors so determine, with
         the addition on its face of the name of every place where it is to be
         used.

125      A Director or officer, representative or attorney of the Company may
         without further authority of the Directors affix the Seal over his
         signature alone to any document of the Company required to be
         authenticated by him under seal or to be filed with the Registrar of
         Companies in the Cayman Islands or elsewhere wheresoever.

                      DIVIDENDS, DISTRIBUTIONS AND RESERVE

126      Subject to the Statute and this Article, the Directors may declare
         Dividends and distributions on Shares in issue and authorise payment of
         the Dividends or distributions out of the funds of the Company lawfully
         available therefor. No Dividend or distribution shall be paid

<PAGE>

                                       21

         except out of the realised or unrealised profits of the Company, or out
         of the share premium account or as otherwise permitted by the Statute.

127      Except as otherwise provided by the rights attached to Shares, all
         Dividends shall be declared and paid according to the par value of the
         Shares that a Member holds. If any Share is issued on terms providing
         that it shall rank for Dividend as from a particular date, that Share
         shall rank for Dividend accordingly.

128      The Directors may deduct from any Dividend or distribution payable to
         any Member all sums of money (if any) then payable by him to the
         Company on account of calls or otherwise.

129      The Directors may declare that any Dividend or distribution be paid
         wholly or partly by the distribution of specific assets and in
         particular of shares, debentures, or securities of any other company or
         in any one or more of such ways and where any difficulty arises in
         regard to such distribution, the Directors may settle the same as they
         think expedient and in particular may issue fractional Shares and fix
         the value for distribution of such specific assets or any part thereof
         and may determine that cash payments shall be made to any Members upon
         the basis of the value so fixed in order to adjust the rights of all
         Members and may vest any such specific assets in trustees as may seem
         expedient to the Directors.

130      Any Dividend, distribution, interest or other monies payable in cash in
         respect of Shares may be paid by wire transfer to the holder or by
         cheque or warrant sent through the post directed to the registered
         address of the holder or, in the case of joint holders, to the
         registered address of the holder who is first named on the Register of
         Members or to such person and to such address as such holder or joint
         holders may in writing direct. Every such cheque or warrant shall be
         made payable to the order of the person to whom it is sent. Any one of
         two or more joint holders may give effectual receipts for any
         Dividends, bonuses, or other monies payable in respect of the Share
         held by them as joint holders.

131      No Dividend or distribution shall bear interest against the Company.

132      Any Dividend which cannot be paid to a Member and/or which remains
         unclaimed after six months from the date of declaration of such
         Dividend may, in the discretion of the Directors, be paid into a
         separate account in the Company's name, provided that the Company shall
         not be constituted as a trustee in respect of that account and the
         Dividend shall remain as a debt due to the Member. Any Dividend which
         remains unclaimed after a period of six years from the date of
         declaration of such Dividend shall be forfeited and shall revert to the
         Company.

                                 CAPITALISATION

133      The Directors may capitalise any sum standing to the credit of any of
         the Company's reserve accounts (including share premium account and
         capital redemption reserve fund) or any sum standing to the credit of
         profit and loss account or otherwise available for distribution and to
         appropriate such sum to Members in the proportions in which such sum
         would have been

<PAGE>

                                       22

         divisible amongst them had the same been a distribution of profits by
         way of Dividend and to apply such sum on their behalf in paying up in
         full unissued Shares for allotment and distribution credited as fully
         paid-up to and amongst them in the proportion aforesaid. In such event
         the Directors shall do all acts and things required to give effect to
         such capitalisation, with full power to the Directors to make such
         provisions as they think fit for the case of Shares becoming
         distributable in fractions (including provisions whereby the benefit of
         fractional entitlements accrue to the Company rather than to the
         Members concerned). The Directors may authorise any person to enter on
         behalf of all of the Members interested into an agreement with the
         Company providing for such capitalisation and matters incidental
         thereto and any agreement made under such authority shall be effective
         and binding on all concerned.

                                BOOKS OF ACCOUNT

134      The Directors shall cause proper books of account to be kept with
         respect to all sums of money received and expended by the Company and
         the matters in respect of which the receipt or expenditure takes place,
         all sales and purchases of goods by the Company and the assets and
         liabilities of the Company. Proper books shall not be deemed to be kept
         if there are not kept such books of account as are necessary to give a
         true and fair view of the state of the Company's affairs and to explain
         its transactions.

135      The Directors shall from time to time determine whether and to what
         extent and at what times and places and under what conditions or
         regulations the accounts and books of the Company or any of them shall
         be open to the inspection of Members not being Directors and no Member
         (not being a Director) shall have any right of inspecting any account
         or book or document of the Company except as conferred by Statute or
         authorised by the Directors or by the Company in general meeting.

136      The Directors may from time to time cause to be prepared and to be laid
         before the Company in general meeting profit and loss accounts, balance
         sheets, group accounts (if any) and such other reports and accounts as
         may be required by law.

                                      AUDIT

137      The Directors may appoint an Auditor of the Company who shall hold
         office until removed from office by a resolution of the Directors, and
         may fix his or their remuneration.

138      Every Auditor of the Company shall have a right of access at all times
         to the books and accounts and vouchers of the Company and shall be
         entitled to require from the Directors and officers of the Company such
         information and explanation as may be necessary for the performance of
         the duties of the Auditor.

139      Auditors shall, if so required by the Directors, make a report on the
         accounts of the Company during their tenure of office at the next
         annual general meeting following their appointment in the case of a
         company which is registered with the Registrar of Companies as an
         ordinary company, and at the next extraordinary general meeting
         following their

<PAGE>

                                       23

         appointment in the case of a company which is registered with the
         Registrar of Companies as an exempted company, and at any other time
         during their term of office, upon request of the Directors or any
         general meeting of the Members.

                                     NOTICES

140      Notices shall be in writing and may be given by the Company to any
         Member either personally or by sending it by post, cable, telex, fax or
         e-mail to him or to his address as shown in the Register of Members (or
         where the notice is given by e-mail by sending it to the e-mail address
         provided by such Member). Any notice, if posted from one country to
         another, is to be sent airmail.

141      Where a notice is sent by post, service of the notice shall be deemed
         to be effected by properly addressing, pre-paying and posting a letter
         containing the notice, and shall be deemed to have been received on the
         fifth day (not including Saturdays or Sundays or public holidays)
         following the day on which the notice was posted. Where a notice is
         sent by cable, telex or fax, service of the notice shall be deemed to
         be effected by properly addressing and sending such notice and shall be
         deemed to have been received on the same day that it was transmitted.
         Where a notice is given by e-mail service shall be deemed to be
         effected by transmitting the e-mail to the e-mail address provided by
         the intended recipient and shall be deemed to have been received on the
         same day that it was sent, and it shall not be necessary for the
         receipt of the e-mail to be acknowledged by the recipient.

142      A notice may be given by the Company to the person or persons which the
         Company has been advised are entitled to a Share or Shares in
         consequence of the death or bankruptcy of a Member in the same manner
         as other notices which are required to be given under these Articles
         and shall be addressed to them by name, or by the title of
         representatives of the deceased, or trustee of the bankrupt, or by any
         like description at the address supplied for that purpose by the
         persons claiming to be so entitled, or at the option of the Company by
         giving the notice in any manner in which the same might have been given
         if the death or bankruptcy had not occurred.

143      Notice of every general meeting shall be given in any manner
         hereinbefore authorised to every person shown as a Member in the
         Register of Members on the record date for such meeting except that in
         the case of joint holders the notice shall be sufficient if given to
         the joint holder first named in the Register of Members and every
         person upon whom the ownership of a Share devolves by reason of his
         being a legal personal representative or a trustee in bankruptcy of a
         Member of record where the Member of record but for his death or
         bankruptcy would be entitled to receive notice of the meeting, and no
         other person shall be entitled to receive notices of general meetings.

                                   WINDING UP

144      If the Company shall be wound up, and the assets available for
         distribution amongst the Members shall be insufficient to repay the
         whole of the share capital, such assets shall be distributed so that,
         as nearly as may be, the losses shall be borne by the Members in

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                                       24

         proportion to the par value of the Shares held by them. If in a winding
         up the assets available for distribution amongst the Members shall be
         more than sufficient to repay the whole of the share capital at the
         commencement of the winding up, the surplus shall be distributed
         amongst the Members in proportion to the par value of the Shares held
         by them at the commencement of the winding up subject to a deduction
         from those Shares in respect of which there are monies due, of all
         monies payable to the Company for unpaid calls or otherwise. This
         Article is without prejudice to the rights of the holders of Shares
         issued upon special terms and conditions.

145      If the Company shall be wound up the liquidator may, with the sanction
         of a Special Resolution of the Company and any other sanction required
         by the Statute, divide amongst 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 may for that purpose value any
         assets and determine how the division shall be carried out as between
         the Members or different classes of Members. The liquidator may, with
         the like sanction, vest the whole or any part of such assets in
         trustees upon such trusts for the benefit of the Members as the
         liquidator, with the like sanction, shall think fit, but so that no
         Member shall be compelled to accept any asset upon which there is a
         liability.

                                    INDEMNITY

146      Every Director, agent or officer of the Company shall be indemnified
         out of the assets of the Company against any liability incurred by him
         as a result of any act or failure to act in carrying out his functions
         other than such liability (if any) that he may incur by his own wilful
         neglect or default. No such Director, agent or officer shall be liable
         to the Company for any loss or damage in carrying out his functions
         unless that liability arises through the wilful neglect or default of
         such Director, agent or officer.

                                 FINANCIAL YEAR

147      Unless the Directors otherwise prescribe, the financial year of the
         Company shall end on 31st December in each year and, following the year
         of incorporation, shall begin on 1st January in each year.

                         TRANSFER BY WAY OF CONTINUATION

148      If the Company is exempted as defined in the Statute, it shall, subject
         to the provisions of the Statute and with the approval of a Special
         Resolution, have the power to register by way of continuation as a body
         corporate under the laws of any jurisdiction outside the Cayman Islands
         and to be deregistered in the Cayman Islands.

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                                       25

DATED this 3 day of July, 2002.

M&C Corporate Services Limited
Of P.O. Box 309GT, Ugland House
South Church Street, George Town,
Grand Cayman, Cayman Islands

acting by:

/s/ Andrew Reid
-----------------------------
Andrew Reid

/s/ Graham Lockington
-----------------------------
Graham Lockington

/s/ Nicola J. Quan
-----------------------------
Nicola J. Quan
Witness to the above signatures

I, Renda S. Cornwall, Assistant Registrar of Companies in and for the Cayman
Islands DO HEREBY CERTIFY that this is a true and correct copy of the Articles
of Association of this Company duly incorporated on the 3rd day of July, 2002.

                                     /s/ Renda S. Cornwall
                                     -------------------------------------------
                                     ASSISTANT REGISTRAR OF COMPANIES