EXHIBIT 3.2



                          COMPANIES ACTS, 1963 TO 1990


                       A PUBLIC COMPANY LIMITED BY SHARES



                             ARTICLES OF ASSOCIATION


                                       OF


                     SAVILLE SYSTEMS PUBLIC LIMITED COMPANY
                            (as of October 23, 1997)


                              PART I - PRELIMINARY

1.         Interpretation.  

           (a)        In these Articles:

                      "the Acts" means the Companies Acts, 1963 to 1990;

                      "the 1963 Act" means the Companies Act, 1963;

                      "the 1983 Act" means the Companies (Amendment) Act, 1983;

                      "the 1990 Act" means the Companies Act, 1990;

                      "these Articles" means these articles of association as 
                       altered from time to time;

                      "the Auditors" means the auditors for the time being of 
                       the Company;

                      "the  Company"  means the company  (Registration  number  
                      204196)  whose name  appears in the heading to these 
                      Articles;

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

                      "the  Directors"  means the directors for the time being 
                      of the Company or any of them acting as the board of 
                      directors of the Company;

                      "the  Holder"  means,  in  relation  to any share,  the  
                      member  whose name is entered in the Register as the 
                      holder of the share;

                      "the Office" means the registered office for the time 
                      being of the Company;

                      "the Register" means the register of members to be kept as
                      required by the Acts;

                      "the Seal"  means the common seal of the Company or (where
                      relevant) the official securities seal kept by the Company
                      pursuant to the Acts;

                      "the  Secretary"  means the secretary of the Company and 
                      any person  appointed to perform the duties of the 
                      Secretary of the Company;

                      "the State" means the Republic of Ireland;

                      "Stock  Exchange  Nominee" bears the meaning given to such
                      expression by section 1 of the Companies  (Amendment) Act,
                      1977;

                      "warrant to subscribe"  means a warrant or  certificate or
                      similar  document  indicating  the right of the registered
                      holder thereof (other than under a share option scheme for
                      employees) to subscribe for shares in the Company.

(b)  Expressions  in these  Articles  referring to writing  shall be  construed,
unless the contrary  intention  appears,  as including  references  to printing,
lithography,  photography  and any other modes of  representing  or  reproducing
words in a visible form. Expressions in these Articles referring to execution of
any document  shall  include any mode of execution  whether  under seal or under
hand.

(c) Unless specifically defined herein or the context otherwise requires,  words
or expressions contained in these Articles shall bear the same meaning as in the
Acts but excluding any  statutory  modification  thereof not in force when these
Articles become binding on the Company.

(d) The  headings  and  captions  included in these  Articles  are  inserted for
convenience  of reference  only and shall not be  considered a part of or affect
the construction or interpretation of these Articles.

(e)  References  in these  Articles to any enactment or any section or provision
thereof  shall  mean such  enactment,  section or  provision  as the same may be
amended from time to time and be for the time being in force.

(f) In these  Articles  the  masculine  gender  shall  include the  feminine and
neuter,  and vice versa,  and the singular number shall include the plural,  and
vice versa, and words importing persons shall include firms or companies.

(g) Unless the contrary intention appears,  any reference to an Article shall be
construed as a reference to an Article of these Articles and any reference in an
Article to a paragraph or  sub-paragraph  shall be construed as a reference to a
paragraph  of the  Article  or (as  the  case  may  be) a  sub-paragraph  of the
paragraph in which the reference is contained.

(h)  References in these Articles to pounds or pence or "IR(pound)" or "p" shall
mean the currency, for the time being, of the Republic of Ireland.

(i) The  regulations  contained in Table A in the First Schedule to the 1963 Act
shall not apply to the Company.

                       PART II - SHARE CAPITAL AND RIGHTS

2.         Share capital.

(A) The capital of the Company is US$187,500  and  IR(pound)30,000  divided into
75,000,000  Ordinary  Shares of  US$0.0025  each and 30,000  Deferred  Shares of
IR(pound)1 each;

(B) The rights attached to the Deferred Shares shall be as follows:

(i) on a repayment of capital in a  liquidation  the Holders of Deferred  Shares
shall be entitled,  after the repayment to the Holders of Ordinary Shares of the
amount paid up thereon  together  with, in the case of each of such Holders,  an
additional  sum of  US$100,000  for every  US$0.000025  paid up on each Ordinary
Share held by such Holder,  to repayment of the amount paid up on each  Deferred
Share  held by such  Holder  but shall not be  entitled  to  participate  in any
surplus remaining after such payment,  which surplus shall belong to the Holders
of Ordinary Shares according to the amounts paid up thereon;

(ii) save as aforesaid, the Holders of the Irish Pound Deferred Shares shall not
be entitled to any dividend or other  distribution of any kind;  

(iii) the Irish Pound Deferred  Shares shall not entitle the Holders  thereof to
receive notice of or to attend or vote at general meetings of the Company.

(C) 

(i) The  Company  may at any time or times  acquire  all or any of the fully
paid Deferred  Shares  otherwise than for valuable  consideration  in accordance
with  Section  41(2) of the 1983 Act and  without  the  sanction  of the Holders
thereof.  If at any time the Company  determines to acquire less than all of the
Deferred Shares in issue at such time, it shall acquire from each Holder of such
Deferred  Shares the same proportion of his holding thereof (as nearly as may be
without creating  fractions) as the proportion which by the total number of such
shares  proposed to be acquired by the Company bears to the total number thereof
in issue.  In order to acquire  Deferred  Shares as aforesaid  the Company shall
give written notice to each Holder of Deferred  Shares  specifying the number of
Deferred Shares which the Company proposes to acquire from him and the date (the
"Acquisition  Date")  on which  such  acquisition  is to take  effect,  and such
acquisition  shall take effect on the date so  specified.  If so required by the
Company,  each Holder of Deferred  Shares shall,  if he has not already done so,
deposit  with the  Secretary  at the  Office by such date as the  Company  shall
specify the  certificate(s)  representing  the Deferred Shares acquired or to be
acquired from him or, if such certificate had been lost or destroyed, produce to
the  Company  satisfactory  evidence  as to  such  loss  or  destruction  and an
indemnity  in  respect  thereof  in a form  satisfactory  to the  Directors.  If
appropriate,  the Company  shall  despatch  certificates  for any balance of the
Deferred Shares represented by the certificates  deposited with the Secretary as
aforesaid  but  not  acquired  by the  Company.  For  the  purpose  of any  such
acquisition, the Company shall be deemed to have irrevocable authority from each
Holder of  Deferred  Shares to  appoint  any person to execute on behalf of such
Holder at any time on or after the  Acquisition  Date a transfer of any Deferred
Shares  acquired  by the  Company  from such Holder to the Company or such other
person as the Company may nominate. In accordance with subsection (3) of Section
43 of the 1983 Act,  the  Company  shall,  not later than three  years after any
acquisition  by it of any  Deferred  Shares as  aforesaid,  cancel  such  shares
(except those which it shall have  previously  disposed of or those in which the
Company shall have previously  disposed of an interest) and reduce the amount of
the share  capital  by the  nominal  value of the shares so  cancelled,  and the
Directors  may take such steps as are  requisite  to enable the Company to carry
out its obligations under that subsection without complying with Sections 72 and
73 of the 1963 Act.

(ii)  Neither  the  acquisition  by the  Company  otherwise  than  for  valuable
consideration of all or any of the Deferred Shares nor the cancellation  thereof
by the  Company in  accordance  with  paragraph  2(C)(i) of this  Article  shall
constitute a variation or abrogation of the rights or privileges attached to the
Deferred  Shares,  and  accordingly the Deferred Shares or any of them may be so
acquired and  cancelled  without any such consent or sanction on the part of the
Holders thereof as is referred to in Article 5.

3.         Rights of shares on issue.  

(a) Without  prejudice  to any special  rights  conferred  on the Holders of any
existing  shares or class of shares and subject to the  provisions  of the Acts,
any share may be issued with such rights or  restrictions  as the Company may by
ordinary resolution determine.

(b) Without  prejudice to the power conferred on the Company by paragraph (a) of
this Article,  the Directors on the allotment and issue of any shares may impose
restrictions  on the  transferability  or disposal of the shares  comprised in a
particular  allotment as may be  considered  by the  Directors to be in the best
interests of the shareholders as a whole.

4.         Redeemable shares.

Subject  to the  provisions  of the Acts,  any shares may be issued on the terms
that they are, or are liable at the option of the  Company or the Holder,  to be
redeemed on such terms and in such manner as may be provided by these  Articles.
Subject as aforesaid,  the Company may cancel any shares so redeemed or may hold
them as treasury  shares and re-issue any such treasury  shares as shares of any
class or classes or cancel them.

5.         Variation of rights. 

(a) Whenever the share capital is divided into different classes of shares,  the
rights  attached  to any class may be varied or  abrogated  with the  consent in
writing of the Holders of three-fourths in nominal value of the issued shares of
that class,  or with the sanction of a special  resolution  passed at a separate
general meeting of the Holders of the shares of the class,  and may be so varied
or  abrogated  either  whilst  the  Company  is a going  concern or during or in
contemplation of a winding-up.  The quorum at any such separate general meeting,
other than an adjourned meeting, shall be two persons holding or representing by
proxy at least  one-third in nominal  value of the issued shares of the class in
question  and the quorum at an  adjourned  meeting  shall be one person  holding
shares of the class in question or his proxy.

(b) The rights conferred on Holders of Deferred Shares shall not be deemed to be
varied or  abrogated  by the  creation  or issue of  further  shares  ranking in
priority  to such shares or by the  alteration  of the rights  attaching  to any
other class of shares of the Company.  In  addition,  neither the passing by the
Company of any  special  resolution  for the  cancellation  of all or any of the
Deferred  Shares  for no  consideration  by  means  of a  reduction  of  capital
requiring the confirmation of the Court nor the obtaining by the Company nor the
making by the Court of an order confirming any such reduction of capital nor the
making  effective of such an order shall constitute a variation or abrogation of
the rights  attaching to the Deferred  Shares,  and,  accordingly,  the Deferred
Shares may at any time be cancelled for no consideration by means of a reduction
of capital effected in accordance with the Acts without any such sanction on the
part of the Holders of the Deferred Shares as is referred to in paragraph (a).

(c) 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
these Articles or the terms of the issue of the shares of that class,  be deemed
to be varied by the  creation  or issue of  further  shares  ranking  pari passu
therewith or subordinate thereto.

6.         Trusts not recognised.

Except as  required  by law,  no person  shall be  recognised  by the Company as
holding any share upon any trust,  and the  Company  shall not be bound by or be
compelled  in any  way to  recognise  (even  when  having  notice  thereof)  any
equitable,  contingent,  future or partial interest in any share or any interest
in any fractional part of a share or (except only as by these Articles or by law
otherwise  provided) any other rights in respect of any share except an absolute
right to the entirety thereof in the Holder: this shall not preclude the Company
from requiring the members or a transferee of shares to furnish the Company with
information as to the beneficial ownership of any share when such information is
reasonably required by the Company.

7.         Disclosure of interests.     

(a)  Notwithstanding  the provisions of the immediately  preceding Article,  the
Directors,  at any time and from time to time if, in their absolute  discretion,
they  consider  it to be in the  interests  of the  Company to do so, may give a
notice to the  Holder or Holders  of any share (or any of them)  requiring  such
Holder or Holders to notify the Company in writing  within such period as may be
specified in such notice  (which shall not be less than  twenty-eight  days from
the date of service of such notice) of full and accurate  particulars  of all or
any of the following matters, namely:-

                      (i)       his interest in such share;

                      (ii)      if his interest in the share does not consist of
                                the  entire  beneficial   interest  in  it,  the
                                interests of all persons  having any  beneficial
                                interest in the share  (provided  that one joint
                                Holder of a share  shall not be  obliged to give
                                particulars of interests of persons in the share
                                which arise only through  another joint Holder);
                                and

                      (iii)     any  arrangements  (whether  legally  binding or
                                not)  entered  into by him or any person  having
                                any beneficial  interest in the share whereby it
                                has been agreed or  undertaken  or the Holder of
                                such share can be required to transfer the share
                                or any  interest  therein to any  person  (other
                                than a joint  Holder of the  share) or to act in
                                relation to any meeting of the Company or of any
                                class of shares of the  Company in a  particular
                                way  or  in   accordance   with  the  wishes  or
                                directions  of any other  person  (other  than a
                                person who is a joint Holder of such share).

(b) If,  pursuant to any notice given under  paragraph (a), the person stated to
own any  beneficial  interest  in a share or the  person  in  favour of whom any
Holder (or other person having any beneficial interest in the share) has entered
into  any  arrangements  referred  to in  sub-paragraph  (a)  (iii),  is a  body
corporate,   trust,  society  or  any  other  legal  entity  or  association  of
individuals  and/or entities,  the Directors,  at any time and from time to time
if, in their absolute  discretion,  they consider it to be in the best interests
of the  Company  to do so,  may give a notice to the  Holder or  Holders of such
share (or any of them) requiring such Holder or Holders to notify the Company in
writing  within such period as may be specified in such notice  (which shall not
be less than  twenty-eight days from the date of service of such notice) of full
and  accurate  particulars  of the names and  addresses of the  individuals  who
control  (whether  directly or  indirectly  and through any number of  vehicles,
entities or arrangements) the beneficial ownership of all the shares, interests,
units or other measure of ownership of such body  corporate,  trust,  society or
other entity or association wherever the same shall be incorporated,  registered
or domiciled or wherever such  individuals  shall reside provided that if at any
stage of such chain of ownership the  beneficial  interest in any share shall be
established to the  satisfaction  of the Directors to be in the ownership of any
body corporate any of whose share capital is listed or dealt in or quoted on any
bona  fide  stock  exchange,  unlisted  securities  market  or  over-the-counter
securities  market,  it  shall  not be  necessary  to  disclose  details  of the
individuals  ultimately  controlling  the beneficial  interests in the shares of
such body corporate.

(c) The Directors,  if they think fit, may give notices under paragraphs (a) and
(b) at the same time on the basis that the notice  given  pursuant to  paragraph
(b) shall be contingent  upon  disclosure of certain facts  pursuant to a notice
given pursuant to paragraph (a).

(d) The  Directors  may  require  (before or after the  receipt  of any  written
particulars under this Article) any such particulars to be verified by statutory
declaration.

(e) The  Directors  may serve any notice  pursuant to the terms of this  Article
irrespective  of  whether  or not the  Holder on whom it shall be served  may be
dead, bankrupt,  insolvent or otherwise  incapacitated and no such incapacity or
any  unavailability of information or inconvenience or hardship in obtaining the
same shall be a  satisfactory  reason for failure to comply with any such notice
provided that if the Directors in their absolute  discretion think fit, they may
waive compliance in whole or in part with any notice given under this Article in
respect of a share in any case of bona fide  unavailability  of  information  or
genuine  hardship or where they otherwise  think fit but no such waiver shall in
any way  prejudice  or affect any  non-compliance  not so waived  whether by the
Holder concerned or any other joint Holder of the share or by any person to whom
a notice may be given at any time.

(f) For the  purpose  of  establishing  whether  or not the terms of any  notice
served  under this  Article  shall have been  complied  with the decision of the
Directors  in this  regard  shall be final and  conclusive  and  shall  bind all
persons interested.

(g) The  provisions  in this Article are in addition  to, and do not limit,  any
other  right or power of the  Company,  including  any right  vested in or power
granted to the Company by the Acts.

8.         Allotment of shares. 

(a) Subject to the  provisions  of these  Articles  relating to new shares,  the
shares shall be at the disposal of the Directors and (subject to the  provisions
of the Acts) they may allot,  grant options over or otherwise dispose of them to
such persons on such terms and conditions and at such times as they may consider
to be in the best interests of the Company and its shareholders,  but so that no
share  shall be issued at a discount  and so that,  except as  permitted  by the
Acts, no share shall be allotted  unless paid up at least as to  one-quarter  of
the nominal amount of the share and the whole of any premium on it.

(b) The  Company may issue  warrants to  subscribe  (by  whatever  name they are
called) to any person to whom the Company has granted the right to subscribe for
shares in the Company  (other than under a share  option  scheme for  employees)
certifying the right of the registered holder thereof to subscribe for shares in
the Company upon such terms and conditions as the right may have been granted.

9.         Payment of commission.

The Company may exercise the powers of paying commissions conferred by the Acts.
Subject to the provisions of the Acts,  any such  commission may be satisfied by
the payment of cash or by the allotment of fully or partly paid shares or partly
in one way and partly in the other.  On any issue of shares the Company may also
pay such brokerage as may be lawful.

10.        Payment by instalments.

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


                          PART III - SHARE CERTIFICATES

11.        Issue of certificates.

Every member (except a Stock Exchange  Nominee in respect of whom the Company is
not by law required to complete and have ready for delivery a certificate) shall
be entitled  without  payment to receive  within two months  after  allotment or
lodgement  of a  transfer  to him of the  shares  in  respect  of which he is so
registered  (or  within  such  other  period as the  conditions  of issue  shall
provide) one certificate for all the shares of each class held by him or several
certificates  each  for  one or  more  of his  shares  upon  payment  for  every
certificate  after  the  first  of  such  reasonable  sum as the  Directors  may
determine  provided  that the Company  shall not be bound to issue more than one
certificate  for shares  held  jointly  by several  persons  and  delivery  of a
certificate  to one joint Holder shall be a sufficient  delivery to all of them.
The  Company  shall not be bound to  register  more than four  persons  as joint
Holders of any share  (except in the case of executors or trustees of a deceased
member).  Every  certificate shall be sealed with the Seal and shall specify the
number,  class and  distinguishing  numbers  (if any) of the  shares to which it
relates and the amount or respective amounts paid up thereon.

12.        Balance and exchange certificates.       

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

(b) Any two or more  certificates  representing  shares of any one class held by
any member at his request may be cancelled and a single new certificate for such
shares issued in lieu, without charge unless the Directors otherwise  determine.
If any member shall surrender for cancellation a share certificate  representing
shares  held by him and  request  the Company to issue in lieu two or more share
certificates representing such shares in such proportions as he may specify, the
Directors may comply, if they think fit, with such request.


13.        Replacement of certificates.

If a share certificate is defaced,  worn out, lost, stolen or destroyed,  it may
be replaced on such terms (if any) as to evidence and  indemnity  and payment of
any exceptional expenses incurred by the Company in investigating evidence or in
relation to any indemnity as the  Directors may determine but otherwise  free of
charge, and (in the case of defacement or wearing out) on delivery up of the old
certificate.

                            PART IV - LIEN ON SHARES


14.        Extent of lien.

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

15.        Power of sale.

The  Company  may sell in such manner as the  Directors  determine  any share 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
demanding  payment,  and  stating  that if the notice is not  complied  with the
shares  may be sold,  has been given to the Holder of the share or to the person
entitled to it by reason of the death or bankruptcy of the Holder.

16.        Power to effect transfer.

To give effect to a sale the Directors  may authorise  some person to execute an
instrument  of  transfer  of the  shares  sold  to,  or in  accordance  with the
directions of, the purchaser. The transferee shall be entered in the Register 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  moneys nor shall his title to
the shares be affected by any  irregularity  in or invalidity of the proceedings
in reference to the sale,  and after the name of the transferee has been entered
in the  Register,  the  remedy of any person  aggrieved  by the sale shall be in
damages only and against the Company exclusively.

17.        Proceeds of sale.

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


                     PART V - CALLS ON SHARES AND FORFEITURE

18.        Making of calls.

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

19.        Time of call.

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

20.        Liability of joint Holders.

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

21.        Interest on calls.

If a call  remains  unpaid  after it has become due and  payable the person from
whom it is due and payable  shall pay interest on the amount unpaid from the day
it became due until it is paid at such rate, not exceeding 15 per cent per annum
as the  Directors  may  determine,  but the  Directors  may waive payment of the
interest wholly or in part.

22.        Instalments treated as calls.

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

23.        Power to differentiate.

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

24.        Interest on moneys advanced.

The Directors, if they think fit, may receive from any member willing to advance
the same all or any part of the moneys  uncalled and unpaid upon any shares held
by him,  and upon all or any of the moneys so  advanced  may pay (until the same
would,  but for  such  advance,  become  payable)  interest  at such  rate,  not
exceeding  (unless the Company in general  meeting  otherwise  directs)  ten per
cent.  per annum,  as may be agreed upon  between the  Directors  and the member
paying such sum in advance.

25.        Notice requiring payment.      

(a) If a member fails to pay any call or  instalment  of a call on or before the
day appointed for payment thereof, the Directors,  at any time thereafter during
such times as any part of the call or  instalment  remains  unpaid,  may serve a
notice  on him  requiring  payment  of so much of the call or  instalment  as is
unpaid together with any interest which may have accrued.

(b) The notice  shall name a further day (not  earlier  than the  expiration  of
fourteen  Clear Days from the date of service of the notice) on or before  which
the payment  required  by the notice is to be made,  and shall state that in the
event of  non-payment  at or before the time  appointed the shares in respect of
which the call was made will be liable to be forfeited.

(c) If the  requirements  of any such notice as aforesaid  are not complied with
then, at any time thereafter  before the payment required by the notice has been
made,  any shares in respect of which the notice has been given may be forfeited
by a resolution of the Directors to that effect.  The  forfeiture  shall include
all dividends or other moneys payable in respect of the forfeited shares and not
paid before forfeiture. The Directors may accept a surrender of any share liable
to be forfeited hereunder.

(d) On the trial or hearing of any action for the  recovery of any money due for
any call it shall be  sufficient  to prove that the name of the  member  sued is
entered in the Register as the Holder,  or one of the Holders,  of the shares in
respect of which such debt accrued,  that the resolution making the call is duly
recorded  in the minute  book and that notice of such call was duly given to the
member sued,  in pursuance of these  Articles,  and it shall not be necessary to
prove the  appointment of the Directors who made such call nor any other matters
whatsoever,  but the proof of the matters aforesaid shall be conclusive evidence
of the debt.

26.        Power of disposal.

A forfeited share may be sold or otherwise disposed of on such terms and in such
manner as the Directors  think fit and at any time before a sale or  disposition
the forfeiture may be cancelled on such terms as the Directors  think fit. Where
for the  purposes  of its  disposal  such a share  is to be  transferred  to any
person,  the  Directors  may  authorise  some person to execute an instrument of
transfer of the share to that person. The Company may receive the consideration,
if any, given for the share on any sale or disposition thereof and may execute a
transfer  of the  share in  favour  of the  person  to whom the share is sold or
disposed of and  thereupon he shall be registered as the Holder of the share and
shall not be bound to see to the  application of the purchase money, if any, nor
shall his title to the share be affected by any  irregularity  or  invalidity in
the proceedings in reference to the forfeiture, sale or disposal of the share.

27.        Effect of forfeiture.

A person whose shares have been forfeited  shall cease to be a member in respect
of the  forfeited  shares,  but  nevertheless  shall remain liable to pay to the
Company all moneys which, at the date of forfeiture,  were payable by him to the
Company in respect of the shares,  but his liability shall cease if and when the
Company shall have received payment in full of all such moneys in respect of the
shares.

28.        Statutory declaration.

A statutory declaration that the declarant is a Director or the Secretary of the
Company,  and that a share in the  Company has been duly  forfeited  on the date
stated in the  declaration,  shall be  conclusive  evidence of the facts therein
stated as against all persons claiming to be entitled to the share.

29.        Non-payment of sums due on share issues.

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


                    PART VI - CONVERSION OF SHARES INTO STOCK

30.        Conversion of shares into stock.

The Company by ordinary resolution may convert any paid up shares into stock and
reconvert any stock into paid up shares of any denomination.

31.        Transfer of stock.

The  Holders of stock may  transfer  the same or any part  thereof,  in the same
manner, and subject to the same regulations,  as and subject to which the shares
from which the stock arose might have been transferred before conversion,  or as
near thereto as circumstances admit; and the Directors may fix from time to time
the minimum  amount of stock  transferable  but so that such  minimum  shall not
exceed the nominal amount of each share from which the stock arose.

32.        Rights of stockholders.     

(a) The Holders of stock shall  have,  according  to the amount of stock held by
them,  the same rights,  privileges  and  advantages  in relation to  dividends,
voting at meetings  of the Company and other  matters as if they held the shares
from which the stock arose,  but no such right,  privilege or advantage  (except
participation  in the  dividends and profits of the Company and in the assets on
winding  up) shall be  conferred  by an amount of stock  which,  if  existing in
shares, would not have conferred that right, privilege or advantage.

(b) Such of these  Articles as are  applicable  to paid up shares shall apply to
stock, and the words "share" and "shareholder" therein shall include "stock" and
"stockholder".

                          PART VII - TRANSFER OF SHARES

33.        Form of instrument of transfer.

Subject  to  such  of the  restrictions  of  these  Articles  and to such of the
conditions  of issue as may be  applicable,  the  shares  of any  member  may be
transferred  by  instrument  in writing in any usual or common form or any other
form which the Directors may approve.

34.        Execution of instrument of transfer.

The instrument of transfer of any share shall be executed by or on behalf of the
transferor  and, in cases where the share is not fully paid,  by or on behalf of
the transferee. The transferor shall be deemed to remain the Holder of the share
until the name of the transferee is entered in the Register in respect thereof.

35.        Refusal to register transfers. 

(a) The Directors in their absolute  discretion and without assigning any reason
therefor may decline to register :-

(i) any transfer of a share which is not fully paid;

(ii) any transfer to or by a minor or person of unsound mind.

(b) The Directors may decline to recognise any instrument of transfer unless :-

(i) the instrument of transfer is  accompanied by the  certificate of the shares
to which it relates and such other  evidence  as the  Directors  may  reasonably
require to show the right of the transferor to make the transfer (save where the
transferor is a Stock Exchange Nominee);

(ii) the instrument of transfer is in respect of one class of share only;

(iii) the instrument of transfer is in favour of not more than four transferees;
and
(iv) it is lodged at the  Office or at such  other  place as the  Directors  may
appoint.


36.        Procedure on refusal.

If the Directors refuse to register a transfer then, within two months after the
date on which the transfer  was lodged with the Company,  they shall send to the
transferee notice of the refusal.

37.        Closing of transfer books.

The  registration  of transfers of shares or of transfers of any class of shares
may be suspended at such times and for such periods (not  exceeding  thirty days
in each year) as the Directors may determine.

38.        Absence of registration fees.

No fee shall be charged for the  registration  of any  instrument of transfer or
other document relating to or affecting the title to any share.

39.        Retention of transfer instruments.

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

40.        Renunciation of allotment.

Nothing in these  Articles  shall  preclude the  Directors  from  recognising  a
renunciation  of the  allotment  of any shares by the allottee in favour of some
other person.


                       PART VIII - TRANSMISSION OF SHARES

41.        Death of member.

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

42.        Transmission on death or bankruptcy.

A person becoming  entitled to a share in consequence of the death or bankruptcy
of a member may elect,  upon such evidence  being  produced as the Directors may
properly  require,  either  to  become  the  Holder of the share or to have some
person nominated by him registered as the transferee. If he elects to become the
Holder he shall give notice to the Company to that effect.  If he elects to have
another  person  registered  he shall  execute an  instrument of transfer of the
share to that person.  All of these Articles  relating to the transfer of shares
shall apply to the notice or  instrument of transfer as if it were an instrument
of transfer executed by the member and the death or bankruptcy of the member had
not occurred.

43.        Rights before registration.

A person becoming  entitled to a share by reason of the death or bankruptcy of a
member  (upon  supplying  to the  Company  such  evidence as the  Directors  may
reasonably  require  to show his title to the  share)  shall  have the rights to
which he would be  entitled  if he were the  Holder of the share,  except  that,
before being  registered as the Holder of the share, he shall not be entitled in
respect of it to attend or vote at any meeting of the Company or at any separate
meeting of the Holders of any class of shares in the Company, so, however,  that
the Directors,  at any time, may give notice  requiring any such person to elect
either to be  registered  himself or to transfer the share and, if the notice is
not complied  with within  ninety days,  the  Directors  thereupon  may withhold
payment  of all  dividends,  bonuses or other  moneys  payable in respect of the
share until the requirements of the notice have been complied with.


                      PART IX - ALTERATION OF SHARE CAPITAL

44.        Increase of capital.

(a) The Company from time to time by ordinary  resolution may increase the share
capital by such sum, to be divided into shares of such amount, as the resolution
shall prescribe.

(b) Subject to the  provisions  of the Acts,  the new shares  shall be issued to
such persons,  upon any such terms and  conditions  and with any such rights and
privileges  annexed thereto as the general  meeting  resolving upon the creation
thereof may direct.

(c) Except so far as otherwise  provided by the  conditions of issue or by these
Articles,  any capital  raised by the creation of new shares shall be considered
part of the pre-existing ordinary capital and shall be subject to the provisions
herein  contained  with  reference  to  calls  and  instalments,   transfer  and
transmission, forfeiture, lien and otherwise.

45. Consolidation, sub-division and cancellation of capital.

The Company, by ordinary resolution, may:-

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

(b) subject to the provisions of the Acts, subdivide its shares, or any of them,
into  shares  of  smaller  amount,  so  however  that  in the  sub-division  the
proportion  between  the  amount  paid and the  amount,  if any,  unpaid on each
reduced  share  shall be the same as it was in the case of the share  from which
the reduced  share is derived (and so that the  resolution  whereby any share is
sub-divided may determine  that, as between the Holders of the shares  resulting
from such sub-division, one or more of the shares may have, as compared with the
others,  any such preferred,  deferred or other rights or be subject to any such
restrictions as the Company has power to attach to unissued or new shares); or

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

46.        Fractions on consolidation.

Subject  to  the  provisions  of  these  Articles,  whenever  as a  result  of a
consolidation  of shares any members  would  become  entitled to  fractions of a
share,  the  Directors  may  sell,  on  behalf  of  those  members,  the  shares
representing  the  fractions  for the best price  reasonably  obtainable  to any
person and distribute the proceeds of sale in due proportion among those members
(except  that the  Directors  may in such  event  determine  that  amounts of or
equivalent  to  IR(pound)3  or less  shall  not be so  distributed  but shall be
retained for the benefit of the Company),  and the Directors may authorise  some
person to execute an  instrument  of transfer of the shares to, or in accordance
with the directions of, the purchaser.  The transferee shall not be bound to see
to the  application  of the purchase  money nor shall his title to the shares be
affected by any irregularity in or invalidity of the proceedings in reference to
the sale.

47.        Reduction of capital.

The Company,  by special resolution,  may reduce its share capital,  any capital
redemption reserve fund or any share premium account in any manner and with, and
subject to, any incident authorised, and consent required, by law.

48.        Purchase of shares.  

Subject to the  provisions  of the Acts and of these  Articles,  the Company may
purchase  all or any of its own shares of any class,  including  any  redeemable
shares.  The Company shall not exercise any authority  granted under Section 215
of the 1990 Act to make market  purchases of its own shares unless the authority
required by such Section shall have been granted by a special  resolution of the
Company.  The Company shall not be required to select the shares to be purchased
rateably or in any other  particular  manner as between the holders of shares of
the same class or as between the holders of shares of different classes. Subject
as aforesaid, the Company may cancel any shares so purchased or may hold them as
treasury  shares and reissue any such treasury  shares as shares of any class or
classes or cancel them.  Notwithstanding  anything to the contrary  contained in
these  Articles,  the rights attached to any class of shares shall be deemed not
to be varied by anything done by the Company pursuant to this Article.


                            PART X - GENERAL MEETINGS

49.        Annual general meetings.

The  Company  shall hold in each year a general  meeting  as its annual  general
meeting in  addition  to any other  meeting in that year and shall  specify  the
meeting as such in the notices  calling it. Not more than  fifteen  months shall
elapse between the date of one annual general meeting and that of the next.

50.        Extraordinary general meetings.

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

51.        Convening general meetings.

The Directors may convene general meetings.  Extraordinary  general meetings may
also be  convened  on such  requisition,  or in default  may be convened by such
requisitionists,  and in such manner as may be  provided by the Acts.  If at any
time there are not within the State  sufficient  Directors  capable of acting to
form a quorum,  any  Director  or any two  members of the Company may convene an
extraordinary  general  meeting in the same manner as nearly as possible as that
in which general meetings may be convened by the Directors.

52.        Notice of general meetings.    

(a)  Subject to the  provisions  of the Acts  allowing  a general  meeting to be
called by shorter notice, an annual general meeting and an extraordinary general
meeting  called for the  passing of a special  resolution  shall be called by at
least twenty-one Clear Days' notice and all other extraordinary general meetings
shall be called by at least fourteen Clear Days' notice.

(b) Any notice  convening a general  meeting shall specify the time and place of
the meeting  and, in the case of special  business,  the general  nature of that
business and, in  reasonable  prominence,  that a member  entitled to attend and
vote is entitled  to appoint a proxy to attend,  speak and vote in his place and
that a proxy need not be a member of the Company. It shall also give particulars
of any  Directors  who are to retire by rotation or otherwise at the meeting and
of  any  persons  who  are  recommended  by the  Directors  for  appointment  or
re-appointment  as Directors  at the  meeting,  or in respect of whom notice has
been duly given to the Company of the intention to propose them for  appointment
or  re-appointment  as  Directors at the  meeting.  Subject to any  restrictions
imposed on any shares,  the notice  shall be given to all the members and to the
Directors and the Auditors.

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

(d) Where, by any provision  contained in the Acts,  extended notice is required
of a  resolution,  the  resolution  shall  not be  effective  (except  where the
Directors  of the  Company  have  resolved  to submit it)  unless  notice of the
intention  to move it has been given to the Company  not less than  twenty-eight
days (or such shorter  period as the Acts permit) before the meeting at which it
is  moved,  and  the  Company  shall  give to the  members  notice  of any  such
resolution as required by and in accordance with the provisions of the Acts.

                    PART XI - PROCEEDINGS AT GENERAL MEETINGS

53.        Quorum for general meetings.   

(a) No business other than the  appointment of a chairman shall be transacted at
any general  meeting  unless a quorum of members is present at the time when the
meeting  proceeds to  business.  Except as provided in relation to an  adjourned
meeting, three persons entitled to vote upon the business to be transacted, each
being a member or a proxy for a member or a duly authorised  representative of a
corporate member, shall be a quorum.

(b) If such a quorum is not present  within half an hour from the time appointed
for the  meeting,  or if  during a meeting a quorum  ceases to be  present,  the
meeting shall stand  adjourned to the same day in the next week at the same time
and place,  or to such time and place as the Directors may determine.  If at the
adjourned meeting such a quorum is not present within half an hour from the time
appointed for the meeting, the meeting, if convened otherwise than by resolution
of the  Directors,  shall be  dissolved,  but if the  meeting  shall  have  been
convened by resolution of the Directors, two persons entitled to be counted in a
quorum present at the meeting shall be a quorum.

54.        Special business.

All business  shall be deemed  special that is  transacted  at an  extraordinary
general  meeting.  All business that is transacted at an annual general  meeting
shall also be deemed  special,  with the exception of declaring a dividend,  the
consideration  of the accounts,  balance sheets and reports of the Directors and
Auditors,  the election of Directors in the place of those retiring,  the fixing
of the  remuneration  of  the  Directors,  the  re-appointment  of the  retiring
Auditors and the fixing of the remuneration of the Auditors.

55.        Chairman of general meetings.

(a) The  chairman  of the board of  Directors  or, in his  absence,  the  deputy
chairman  (if any) or, in his  absence,  some other  Director  nominated  by the
Directors shall preside as chairman at every general meeting of the Company.  If
at any general  meeting none of such  persons  shall be present  within  fifteen
minutes  after the time  appointed for the holding of the meeting and willing to
act, the Directors present shall elect one of their number to be chairman of the
meeting and, if there is only one Director  present and willing to act, he shall
be chairman.

(b) If at any  meeting  no  Director  is  willing  to act as  chairman  or if no
Director is present within fifteen  minutes after the time appointed for holding
the  meeting,  the members  present and entitled to vote shall choose one of the
members personally present to be chairman of the meeting.

56. Directors' and Auditors' right to attend general meetings.

A Director shall be entitled, notwithstanding that he is not a member, to attend
and speak at any general  meeting and at any separate  meeting of the Holders of
any class of shares in the Company. The Auditors shall be entitled to attend any
general meeting and to be heard on any part of the business of the meeting which
concerns them as the Auditors.

57.        Adjournment of general meetings.

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

58.        Determination of resolutions.

At any general  meeting a  resolution  put to the vote of the  meeting  shall be
decided on a show of hands unless  before,  or on the  declaration of the result
of, the show of hands a poll is duly  demanded.  Unless a poll is so  demanded a
declaration  by the  chairman  that a  resolution  has been  carried  or carried
unanimously,  or  by a  particular  majority,  or  lost,  or  not  carried  by a
particular  majority  and an entry to that  effect in the minutes of the meeting
shall  be  conclusive  evidence  of the fact  without  proof  of the  number  or
proportion  of the votes  recorded in favour of or against the  resolution.  The
demand  for a poll may be  withdrawn  before the poll is taken but only with the
consent of the  chairman,  and a demand so withdrawn  shall not be taken to have
invalidated the result of a show of hands declared before the demand was made.

59.        Entitlement to demand poll.

Subject to the provisions of the Acts, a poll may be demanded:-

(a) by the chairman of the meeting;

(b) by at least three  members  present (in person or by proxy) having the right
to vote at the meeting;

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

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

60. Taking of a poll.

(a) Save as provided in paragraph (b) of this Article,  a poll shall be taken in
such manner as the chairman directs and he may appoint scrutineers (who need not
be members) and fix a time and place for declaring  the result of the poll.  The
result of the poll shall be deemed to be the  resolution of the meeting at which
the poll was demanded.

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

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

61.        Votes of members.

Votes may be given  either  personally  or by proxy.  Subject  to any  rights or
restrictions for the time being attached to any class or classes of shares, on a
show of hands  every  member  present in person and every  proxy  shall have one
vote, so,  however,  that no individual  shall have more than one vote, and on a
poll every member shall have one vote for every share carrying  voting rights of
which he is the Holder.  On a poll a member  entitled to more than one vote need
not cast all his votes or cast in the same way all the votes cast by him.

62.        Chairman's casting vote.

Where there is an  equality  of votes,  whether on a show of hands or on a poll,
the  chairman  of the meeting at which the show of hands takes place or at which
the poll is  demanded  shall be  entitled  to a casting  vote in addition to any
other vote he may have.

63.        Voting by joint Holders.

Where there are joint  Holders of a share,  the vote of the senior who tenders a
vote,  whether in person or by proxy, in respect of such share shall be accepted
to the exclusion of the votes of the other joint  Holders;  and for this purpose
seniority  shall be  determined  by the order in which the names of the  Holders
stand in the Register in respect of the share.

64.        Voting by incapacitated Holders.

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

65. Default in payment of calls.

Unless the Directors otherwise determine, no member shall be entitled to vote at
any  general  meeting or any  separate  meeting  of the  Holders of any class of
shares  in the  Company,  either  in person  or by  proxy,  or to  exercise  any
privilege as a member in respect of any share held by him unless all moneys then
payable by him in respect of that share have been paid.

66.        Restriction of voting and other rights.   

(a) If at any time the  Directors  shall  determine  that a Specified  Event (as
defined in paragraph (g)) shall have occurred in relation to any share or shares
the  Directors  may serve a notice  to such  effect  on the  Holder  or  Holders
thereof.  Upon the  expiry of 14 days from the  service  of any such  notice (in
these  Articles  referred  to as a  "Restriction  Notice"),  for so long as such
Restriction Notice shall remain in force:-

(i) no Holder or Holders of the share or shares  specified  in such  Restriction
Notice (in these Articles  referred to as "Specified  Shares") shall be entitled
to attend, speak or vote either personally, by representative or by proxy at any
general meeting of the Company or at any separate general meeting of the Holders
of the class of shares  concerned  or to exercise  any other right  conferred by
membership in relation to any such meeting; and

(ii) the Directors  shall,  where the Specified  Shares  represent not less than
0.25 per cent of the class of shares concerned, be entitled:-

A. to withhold payment of any dividend or other amount payable (including shares
issuable in lieu of dividends) in respect of the Specified Shares; and/or

B.  to  refuse  to  register  any  transfer  of  the  Specified  Shares  or  any
renunciation  of any  allotment  of new  shares or  debentures  made in  respect
thereof unless such transfer or renunciation is shown to the satisfaction of the
Directors to be an arm's length transfer or a renunciation to another beneficial
owner unconnected with the Holder or any person appearing to have an interest in
the Specified Shares (subject always to the provisions of paragraph (h)).

(b) A  Restriction  Notice  shall  be  cancelled  by the  Directors  as  soon as
reasonably practicable, but in any event not later than forty-eight hours, after
the Holder or Holders  concerned  shall have  remedied  the default by virtue of
which the Specified Event shall have occurred.  A Restriction  Notice in respect
of any Specified  Share shall  automatically  cease to have effect in respect of
any share  transferred to a bona fide unconnected  third party upon registration
of the relevant transfer  provided that a Restriction  Notice shall not cease to
have  effect in  respect  of any  transfer  where no  change  in the  beneficial
ownership  of the  Specified  Share shall occur and for this purpose it shall be
assumed that no such change has occurred where a transfer form in respect of the
Specified Share is presented for  registration  having been stamped at a reduced
rate of stamp duty by virtue of the  transferor  or  transferee  claiming  to be
entitled to such  reduced  rate as a result of the  transfer  being one where no
beneficial interest passes.

(c) The Directors shall cause a notation to be made in the Register  against the
name of any Holder or Holders in respect of whom a Restriction Notice shall have
been  served  indicating  the  number  of  Specified  Shares  specified  in such
Restriction Notice and shall cause such notation to be deleted upon cancellation
or cesser of such Restriction Notice.

(d) Any determination of the Directors and any notice served by them pursuant to
the  provisions  of this Article  shall be  conclusive  as against the Holder or
Holders of any share and the validity of any notice  served by the  Directors in
pursuance of this Article shall not be questioned by any person.

(e) If,  while any  Restriction  Notice  shall remain in force in respect of any
Specified Shares, any further shares shall be issued in respect thereof pursuant
to a capitalisation issue under these Articles,  the Restriction Notice shall be
deemed also to apply to such Holder or Holders in respect of such further shares
which shall as from the date of issue thereof form part of the Specified  Shares
for all purposes of this Article.

(f) On the cancellation of any Restriction  Notice, the Company shall pay to the
Holder  (or,  in the case of joint  Holders,  the  first  named  Holder)  on the
Register in respect of the  Specified  Shares as of the record date for any such
dividend so  withheld,  all such amounts as have been  withheld  pursuant to the
provisions of this Article subject always to the provisions of Article 112 which
shall be deemed to apply, mutatis mutandis, to any amount so withheld.

(g) For the  purpose  of these  Articles  the  expression  "Specified  Event" in
relation to any share shall mean either of the following events:-

(i) the failure of the Holder or Holders  thereof to pay any call or  instalment
of a call in the manner and at the time appointed for payment thereof;

(ii) the failure by the Holder thereof or any of the Holders  thereof to comply,
to the satisfaction of the Directors,  with all or any of the terms of Article 7
in respect of any notice or notices given to him or any of them thereunder; or

(iii) the failure by the Holder thereof or any of the Holders thereof to comply,
to the satisfaction of the Directors,  with the terms of any notice given to him
or any of them pursuant to the provisions of Section 81 of the 1990 Act.

(h) For the purposes of paragraph  (a)(ii)B,  the Directors shall be required to
accept,  as an arm's length transfer to another  beneficial  owner, any transfer
which is presented for registration in pursuance of:-

(i) any bona fide sale made on any bona fide stock exchange, unlisted securities
market or over-the-counter exchange; or

(ii) the acceptance of any general offer made to all the Holders of any class of
shares in the capital of the Company.

67.        Time for objection to voting.

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

68.        Appointment of proxy.

(a) Every member  entitled to attend and vote at a general meeting may appoint a
proxy to attend, speak and vote on his behalf. The instrument appointing a proxy
shall be in writing  in any usual form or in any other form which the  Directors
may  approve  and  shall be  executed  by or on  behalf  of the  appointor.  The
signature on such instrument need not be witnessed. A body corporate may execute
a form of proxy  under its  common  seal or under the hand of a duly  authorised
officer thereof. A proxy need not be a member of the Company.

(b) The  Directors  may,  if they think  fit,  at any time and from time to time
permit the  appointment  and  revocation of proxies to be made or transmitted by
telex  or  facsimile  upon and  subject  to such  terms  and  conditions  as the
Directors shall  determine,  and the provisions of paragraph (a) and of Articles
70 and 71 shall be deemed not to apply to any  appointment  or  revocation  of a
proxy made or transmitted in accordance  with any such  permission to the extent
that those provisions are inconsistent with that permission.

69. Bodies corporate acting by representatives at meetings.

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

70.        Deposit and effect of proxy instruments.

(a) The  instrument  appointing  a proxy  and any  authority  under  which it is
executed (or a copy of such authority, certified notarially or in some other way
approved by the  Directors),  shall be deposited at the Office or (at the option
of the member) at such other  place or one of such other  places (if any) as may
be specified  for that purpose in or by way of note to the notice  convening the
meeting (or any  instrument  of proxy sent out by the Company in relation to the
meeting)  not less than  forty-eight  hours  before the time  appointed  for the
holding  of the  meeting  or  adjourned  meeting or (in the case of a poll taken
otherwise  than at or on the same day as the meeting or  adjourned  meeting) for
the taking of the poll at which it is to be used,  and in  default  shall not be
treated as valid. Provided that:-

(i) in the case of a meeting  which is  adjourned  to, or a poll  which is to be
taken on, a date which is less than  seven  days  after the date of the  meeting
which was adjourned or at which the poll was demanded, it shall be sufficient if
the  instrument  of proxy and any such  authority and  certification  thereof as
aforesaid is lodged with the  Secretary  at the  commencement  of the  adjourned
meeting or the taking of the poll; and

(ii) an instrument  of proxy  relating to more than one meeting  (including  any
adjournment  thereof)  having  once been so  delivered  for the  purposes of any
meeting  shall  not  require  to be  delivered  again  for the  purposes  of any
subsequent meeting to which it relates.

(b) Deposit of an instrument of proxy in respect of a meeting shall not preclude
a member from attending and voting at the meeting or at any adjournment thereof.
The instrument  appointing a proxy shall be valid, unless the contrary is stated
therein,  as well for any adjournment of the meeting as for the meeting to which
it relates.

71. Effect of revocation of proxy or of authorisation.

(a)  A  vote  given  or  poll  demanded  by  a  proxy  or  the  duly  authorised
representative of a body corporate shall be valid  notwithstanding  the previous
death or insanity of the principal, or the revocation of the instrument of proxy
or of the authority  under which the  instrument of proxy was executed or of the
resolution authorising the representative to act or the transfer of the share in
respect  of  which  the  instrument  of  proxy  or  the   authorisation  of  the
representative to act was given,  provided that no intimation in writing of such
death, insanity,  revocation or transfer shall have been received by the Company
at the Office,  or at such other  place or one of such other  places (if any) at
which the instrument of proxy could have been duly deposited,  at least one hour
before  the  commencement  of the  meeting  or  adjourned  meeting  at which the
instrument of proxy is used or at which the representative acts.

(b) The Directors may send, at the expense of the Company, by post or otherwise,
to the members instruments of proxy (with or without stamped envelopes for their
return) for use at any general meeting or at any class meeting,  either in blank
or  nominating  any one or more of the  Directors  or any other  persons  in the
alternative. If for the purpose of any meeting invitations to appoint as proxy a
person or one of a number of persons  specified in the invitations are issued at
the expense of the Company,  such invitations shall be issued to all (and not to
some only) of the  members  entitled  to be sent a notice of the  meeting and to
vote thereat by proxy.

72.        Members resolutions in writing.

Subject to Section 141 of the 1963 Act, a  resolution  in writing  signed by all
the members for the time being  entitled to receive  notice of and to attend and
vote at general  meetings (or being bodies  corporate,  by their duly authorised
representatives)  shall be as valid as if the same had been  passed at a general
meeting  of the  company  duly  convened  and held and may  consist  of  several
documents in the like form each signed by one or more of such members.

                              PART XII - DIRECTORS

73.        Number of Directors.

Unless  otherwise  determined by the Company in general  meeting,  the number of
Directors  shall not be more than  twelve  nor less  than  two.  The  continuing
Directors may act  notwithstanding  any vacancy in their body,  provided that if
the  number of the  Directors  is  reduced  below  the  prescribed  minimum  the
remaining  Director or Directors shall appoint forthwith an additional  Director
or  additional  Directors  to make up such  minimum  or shall  convene a general
meeting of the Company for the purpose of making such  appointment.  If there be
no Director or Directors  able or willing to act then any two  shareholders  may
summon a general meeting for the purpose of appointing Directors.

74.        Share qualification.

A Director shall not require a share qualification.

75.        Ordinary remuneration of Directors.

The ordinary remuneration of the Directors shall be determined from time to time
by an ordinary  resolution  of the Company and shall be  divisible  (unless such
resolution  shall provide  otherwise) among the Directors as they may agree, or,
failing agreement,  equally,  except that any Director who shall hold office for
part only of the period in respect of which such  remuneration  is payable shall
be entitled only to rank in such  division for a proportion of the  remuneration
related to the period during which he has held office.

76.        Special remuneration of Directors.

Any  Director who holds any  executive  office  (including  for this purpose the
office of chairman or deputy  chairman of the board of  Directors) or who serves
on any committee, or who otherwise performs services which in the opinion of the
Directors  are outside the scope of the  ordinary  duties of a Director,  may be
paid such extra  remuneration  by way of salary,  commission or otherwise as the
Directors may determine.

77.        Expenses of Directors.

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


                         PART XIII - POWERS OF DIRECTORS

78.        Directors' powers.

Subject to the  provisions of the Acts,  the  memorandum of  association  of the
Company and these Articles and to any  directions  given by the members given by
ordinary  resolution,  not being  inconsistent  with these  Articles or with the
Acts,  the business of the Company  shall be managed by the Directors who may do
all such acts and things and  exercise  all the powers of the Company as are not
by the Act or by these Articles  required to be done or exercised by the Company
in general  meeting.  No alteration  of the  memorandum  of  association  of the
Company or of these  Articles and no such direction  shall  invalidate any prior
act of the Directors which would have been valid if that alteration had not been
made or that  direction  had not been given.  The powers  given by this  Article
shall not be  limited  by any  special  power  given to the  Directors  by these
Articles  and a meeting of  Directors  at which a quorum is present may exercise
all powers exercisable by the Directors.

79.        Power to delegate.

Without prejudice to the generality of the last preceding Article, the Directors
may  delegate  any of their  powers to any  managing  Director  or any  Director
holding any other  executive  office and to any  committee  consisting of one or
more Directors  together with such other persons (if any) as may be appointed to
such committee by the Directors  provided that a majority of the members of each
committee appointed by the Directors shall at all times consist of Directors and
that no resolution of any such committee shall be effective unless a majority of
the members of the  committee  present at the meeting at which it was passed are
Directors.  Any such  delegation may be made subject to any conditions  that the
Directors may impose, and either  collaterally with or to the exclusion of their
own powers and may be revoked.  Subject to any such conditions,  the proceedings
of a committee  with two or more members shall be governed by the  provisions of
these  Articles  regulating  the  proceedings  of  Directors  so far as they are
capable of applying.

80.        Appointment of attorneys.

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

81.        Local management.

Without  prejudice to the  generality of Article 78, the Directors may establish
any committees,  local boards or agencies for managing any of the affairs of the
Company,  either in the State or  elsewhere,  and may  appoint any persons to be
members  of such  committees,  local  boards  or  agencies  and  may  fix  their
remuneration and may delegate to any committee,  local board or agent any of the
powers,  authorities  and  discretions  vested in the  Directors  with  power to
sub-delegate  and any such appointment or delegation may be made upon such terms
and subject to such conditions as the Directors may think fit, and the Directors
may remove any person so appointed,  and may annul or vary any such  delegation,
but no person  dealing  in good faith with any such  committee,  local  board or
agency,  without  notice of any such  removal,  annulment or variation  shall be
affected thereby.

82.        Borrowing powers.

The  Directors  may  exercise  all the powers of the  Company to borrow or raise
money and to mortgage or charge its undertaking,  property, assets, and uncalled
capital  or any part  thereof  and,  subject to the Acts,  to issue  debentures,
debenture stock and other securities whether outright or as collateral  security
for any debt,  liability  or  obligation  of the Company or of any third  party,
without any limitation as to amount.

83.        Execution of negotiable instruments.

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, by such
person or persons and in such manner as the Directors  shall determine from time
to time by resolution.


               PART XIV - APPOINTMENT AND RETIREMENT OF DIRECTORS

84.        Classes of Directors.

(a)  The  Board  of  Directors  shall  be  and is  divided  into  three  classes
("Classes"),  namely  Class I, Class II and Class III.  No one Class  shall have
more than one Director more than any other Class.  If a fraction is contained in
the  quotient  arrived at by dividing by three the number of  Directors  holding
office at any time,  then,  if such fraction is  one-third,  the extra  Director
shall be a member of Class II, and if such  fraction is  two-thirds,  one of the
two extra Directors shall be a member of Class I and the other shall be a member
of Class II, unless otherwise  provided from time to time by resolution  adopted
by the Board of Directors.

(b) The Directors  holding office at the date of adoption of these Articles (the
"initial Directors") shall be allocated amongst the Classes as follows:

 Class I:   William F. Cunningham
            David P. Mixer
            Fergus McGovern

 Class II:  John A. Blanchard
            Brian E. Boyle
            Richard A. Licursi
            John W. Sidgmore

 Class III: John J. Boyle
            James B. Murray
            Bruce A. Saville.

(c)  Unless  they  or any of  them  shall  have  vacated  office  previously  in
accordance  with the provisions of these  Articles,  the Directors in each Class
shall  retire from office at the third  annual  general  meeting  following  the
annual  general  meeting at which  Directors  in that  Class were last  elected;
provided  that each initial  Director in Class I shall retire from office at the
annual general  meeting next  following the end of the Company's  financial year
ending  December 31, 1995;  each initial  Director in Class II shall retire from
office at the annual  general  meeting next  following  the end of the Company's
financial year ending December 31, 1996; and each initial  Director in Class III
shall  retire from  office at the annual  general  meeting  next  following  the
financial year ending December 31, 1997.

(d) A Director who retires at an annual  general  meeting may offer  himself for
re-election.  The Company  may,  at the  meeting at which a Director  retires as
aforesaid,  fill the vacated office by electing a person thereto, and in default
the retiring  Director shall, if offering himself for re-election,  be deemed to
have been re-elected unless at such meeting it is expressly resolved not to fill
such vacated office or unless a resolution for the  re-election of such Director
has been put to the  meeting  and lost.  A  Director  who  retires  at an annual
general  meeting and is not  re-elected  shall  retain  office until the meeting
appoints  someone  in his place  or, if it does not do so,  until the end of the
meeting.

(e) A retiring Director who is re-elected shall remain allocated to the Class to
which he was  allocated  prior to his  retirement.  A person  who is  elected  a
Director in place of a retiring  Director or who is appointed a Director to fill
a casual vacancy or in place of a Director  removed from office under Article 88
shall be  allocated to the Class to which the  retiring  Director,  the vacating
Director  or, as the case may be, the  Director so removed  had been  allocated.
Subject to Article  84(a), a person who is appointed a Director under Article 73
or as an  additional  Director  under  Article  86 shall,  if  appointed  by the
members,  be allocated to such Class as the members may determine at the meeting
at which he is appointed or, failing such determination,  as the Directors shall
determine,  and shall, if appointed by the Directors, be appointed to such Class
as they shall determine.

85.        Eligibility for appointment.

(a) No person  shall be elected or  appointed a Director at any general  meeting
unless he is  recommended  by the  Directors or, not less than six nor more than
twenty Clear Days before the date appointed for the meeting,  notice executed by
a member  qualified  to vote at the meeting has been given to the Company of the
intention  to propose  that  person for  election  or  appointment  stating  the
particulars  which, if he were so elected or appointed,  would be required to be
included in the Company's register of Directors together with notice executed by
that person of his willingness to be elected or appointed.

(b) No Director shall be required to retire on account of age.

86.        Appointment of additional Directors.

Subject to any such  appointment not causing the number of Directors fixed by or
in  accordance  with these  Articles  to be exceeded  and  subject as  otherwise
provided by these Articles:

(a) the  Company by ordinary  resolution  may appoint a person who is willing to
act to be a  Director  either  to  fill a  casual  vacancy  or as an  additional
Director; and

(b) the  Directors  may  appoint a person who is willing to act to be a Director
either to fill a casual vacancy or as an additional Director.


                    PART XV - DISQUALIFICATION AND REMOVAL OF
                                    DIRECTORS

87.        Disqualification of Directors.

The office of a Director shall be vacated ipso facto if:-

(a) he ceases to be a Director or is prohibited from being a Director, by virtue
of any provision of the Acts or if the court makes a  declaration  in respect of
him under Section 150 of the 1990 Act;

(b) he  becomes  bankrupt  or makes  any  arrangement  or  composition  with his
creditors generally;

(c) in the opinion of a majority of his  co-Directors,  he becomes  incapable by
reason of mental disorder of discharging his duties as a Director;

(d) (not being a Director  holding for a fixed term an  executive  office in his
capacity as a Director) he resigns his office by notice to the Company;

(e) he is convicted of an indictable  offence,  unless the  Directors  otherwise
determine;

(f) he shall  have been  absent  for more than six  consecutive  months  without
permission  of the Directors  from  meetings of the  Directors  held during that
period and the Directors pass a resolution that by reason of such absence he has
vacated office;

(g) he is required in writing by all his co-Directors to resign.

88.        Removal of Directors.

The Company,  by ordinary  resolution of which extended notice has been given in
accordance  with the provisions of the Acts, may remove any Director  before the
expiry of his period of office notwithstanding  anything in these Articles or in
any agreement  between the Company and such Director and may, if thought fit, by
ordinary  resolution  appoint  another  Director  in his stead.  Nothing in this
Article shall be taken as depriving a person removed  hereunder of  compensation
or damages  payable to him in respect of the  termination of his  appointment as
Director or of any appointment terminating with that of Director.

                   PART XVI - DIRECTORS' OFFICES AND INTERESTS

89.        Executive offices.   

(a) The  Directors  may  appoint  one or more of  their  body to the  office  of
Managing  Director or Joint Managing  Director or to any other executive  office
under the  Company  (including,  where  considered  appropriate,  the  office of
chairman) on such terms and for such period as they may determine  and,  without
prejudice to the terms of any contract  entered into in any particular case, may
revoke any such appointment at any time.

(b)  A  Director   holding  any  such   executive   office  shall  receive  such
remuneration,  whether  in  addition  to or in  substitution  for  his  ordinary
remuneration   as  a  Director  and  whether  by  way  of  salary,   commission,
participation  in  profits  or  otherwise  or  partly  in one way and  partly in
another, as the Directors may determine.

(c) The  appointment  of any  Director  to the office of chairman or Managing or
Joint  Managing  Director  shall  determine  automatically  if he ceases to be a
Director  but  without  prejudice  to any claim for  damages  for  breach of any
contract of service between him and the Company.

(d) The  appointment  of any  Director to any other  executive  office shall not
determine  automatically if he ceases from any cause to be a Director unless the
contract  or  resolution  under  which he holds  office  shall  expressly  state
otherwise,  in which event such determination  shall be without prejudice to any
claim for  damages  for breach of any  contract  of service  between him and the
Company.

(e) A Director  may hold any other  office or place of profit  under the Company
(except that of Auditor) in conjunction with his office of Director, and may act
in a professional  capacity to the Company, on such terms as to remuneration and
otherwise as the Directors shall arrange.

90.        Directors' interests.

(a) Subject to the provisions of the Acts, and provided that he has disclosed to
the Directors the nature and extent of any material  interest of his, a Director
notwithstanding his office:-

(i)  may  be a  party  to,  or  otherwise  interested  in,  any  transaction  or
arrangement with the Company or any subsidiary or associated  company thereof or
in which  the  Company  or any  subsidiary  or  associated  company  thereof  is
otherwise interested;

(ii) 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 or any  subsidiary or associated
company thereof is otherwise interested; and

(iii) shall not be accountable,  by reason of his office, to the Company for any
remuneration  or  other  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.

(b) No Director or intending  Director shall be  disqualified by his office from
contracting with the Company either as vendor, purchaser or otherwise, nor shall
any such contract or any contract or arrangement entered into by or on behalf of
the  other  Company  in which any  Director  shall be in any way  interested  be
avoided nor shall any Director so  contracting  or being so interested be liable
to account  to the  Company  for any profit  realised  by any such  contract  or
arrangement  by reason of such Director  holding that office or of the fiduciary
relationship thereby established.  The nature of a Director's interest,  whether
direct or indirect,  must be declared by him at the meeting of the  Directors at
which the question of entering into the contract or  arrangement  is first taken
into  consideration,  or if the  Director  was not at the  date of that  meeting
interested in the proposed  contract or  arrangement  at the next meeting of the
Directors held after he became so  interested,  and in a case where the Director
becomes  interested in a contract or  arrangement  after it is made at the first
meeting of the Directors held after he becomes so interested.

(c) A copy of every  declaration  made and notice given under this Article shall
be entered  within three days after the making or giving  thereof in a book kept
for this purpose.  Such book shall be open for inspection  without charge by any
Director, Secretary, Auditor or member of the Company at the Office and shall be
produced  at every  general  meeting of the  Company  and at any  meeting of the
Directors if any Director so requests in  sufficient  time to enable the book to
be available at the meeting.

(d) For the purposes of this Article:-

(i) 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

(ii) 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.

91.        Restriction on Directors' voting.

(a) Save as otherwise provided by these Articles, a Director shall not vote at a
meeting  of  the  Directors  or a  committee  of  Directors  on  any  resolution
concerning a matter in which he has,  directly or indirectly,  an interest which
is material  (otherwise  than by virtue of his interests in shares or debentures
or other securities of, or otherwise in or through, the Company) or a duty which
conflicts or may conflict  with the interests of the Company.  A Director  shall
not be  counted  in the quorum  present  at a meeting  in  relation  to any such
resolution on which he is not entitled to vote.

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

(i) the giving of any  security,  guarantee  or  indemnity  to him in respect of
money  lent  by him to the  Company  or  any  of its  subsidiary  or  associated
companies or obligations incurred by him at the request of or for the benefit of
the Company or any of its subsidiary or associated companies;

(ii) the giving of any  security,  guarantee  or  indemnity  to a third party in
respect  of a debt or  obligation  of the  Company or any of its  subsidiary  or
associated companies for which he himself has assumed responsibility in whole or
in part and whether  alone or jointly with others under a guarantee or indemnity
or by the giving of security;

(iii)  any  proposal  concerning  any offer of  shares  or  debentures  or other
securities of or by the Company or any of its subsidiary or associated companies
for  subscription,  purchase  or  exchange  in  which  offer  he  is or is to be
interested as a holder of securities or as a participant in the  underwriting or
sub-underwriting thereof;

(iv) any  proposal  concerning  any  other  company  in which he is  interested,
directly or  indirectly  and whether as an officer or  shareholder  or otherwise
howsoever,  provided that he is not the Holder of or beneficially  interested in
1% or more of the  issued  shares of any class of such  company or of the voting
rights available to members of such company (or of a third company through which
his  interest is derived)  (any such  interest  being deemed for the purposes of
this Article to be a material interest in all circumstances);

(v) any  proposal  concerning  the  adoption,  modification  or  operation  of a
superannuation fund or retirement benefits scheme under which he may benefit and
which has been  approved by or is subject to and  conditional  upon approval for
taxation purposes by the appropriate Revenue authorities;

(vi) any proposal  concerning  the  adoption,  modification  or operation of any
scheme for enabling employees  (including full time executive  Directors) of the
Company  and/or any  subsidiary  thereof to acquire shares in the Company or any
arrangement  for  the  benefit  of  employees  of  the  Company  or  any  of its
subsidiaries under which the Director benefits or may benefit;

(vii) the granting of any such  indemnity,  or the  discharge of the cost of any
such insurance cover, as is referred to in Article 130.

(c)  Where  proposals  are  under   consideration   concerning  the  appointment
(including  fixing or varying the terms of appointment) of two or more Directors
to offices or  employments  with the Company or any company in which the Company
is interested,  such proposals may be divided and considered in relation to each
Director  separately  and in such case each of the  Directors  concerned (if not
debarred  from voting under  sub-paragraph  (b) (iv) of this  Article)  shall be
entitled  to vote (and be counted in the  quorum) in respect of each  resolution
except that concerning his own appointment.

(d) If a  question  arises  at a  meeting  of  Directors  or of a  committee  of
Directors as to the  materiality of a Director's  interest or as to the right of
any  Director  to vote and such  question  is not  resolved  by his  voluntarily
agreeing to abstain from  voting,  such  question  may be  referred,  before the
conclusion  of the  meeting,  to the  chairman  of the meeting and his ruling in
relation to any Director other than himself shall be final and conclusive.

(e) For the purposes of this Article,  an interest of a person who is the spouse
or a minor child of a Director  shall be treated as an interest of the  Director
and, in relation to an alternate Director, an interest of his appointor shall be
treated as an interest of the alternate Director.

(f) The Company by ordinary  resolution  may suspend or relax the  provisions of
this  Article to any extent or ratify any  transaction  not duly  authorised  by
reason of a contravention of this Article.

92.        Entitlement to grant pensions.

The Directors may provide  benefits,  whether by way of pensions,  gratuities or
otherwise, for any Director,  former Director or other officer or former officer
of the  Company or to any person who holds or has held any  employment  with the
Company  or with  any  body  corporate  which  is or has  been a  subsidiary  or
associated company of the Company or a predecessor in business of the Company or
of any such subsidiary or associated  company and to any member of his family or
any person who is or was  dependent on him and may set up,  establish,  support,
alter,  maintain and continue any scheme for  providing all or any such benefits
and for such purposes any Director accordingly may be, become or remain a member
of, or rejoin, any scheme and receive or retain for his own benefit all benefits
to which he may be or become entitled  thereunder.  The Directors may pay out of
the funds of the  Company any  premiums,  contributions  or sums  payable by the
Company under the provisions of any such scheme in respect of any of the persons
or  class of  persons  above  referred  to who are or may be or  become  members
thereof.

                      PART XVII - PROCEEDINGS OF DIRECTORS

93.        Convening and regulation of Directors' meetings.

(a) Subject to the  provisions  of these  Articles,  the  Directors may regulate
their  proceedings  as they think fit. A Director  may, and the Secretary at the
request of a Director shall,  call a meeting of the Directors.  Any Director may
waive  notice of any meeting and any such  waiver may be  retrospective.  If the
Directors  so resolve,  it shall not be necessary to give notice of a meeting of
Directors to any Director  who,  being a resident of the State,  is for the time
being absent from the State.

(b) Notice of a meeting of the  Directors  shall be deemed to be duly given to a
Director if it is given to him personally or by word of mouth or sent in writing
by delivery, post, cable, telegram, telex, telefax, electronic mail or any other
means of  communication  approved  by the  Directors  to him at his  last  known
address or any other address given by him to the Company for this purpose.

94.        Quorum for Directors' meetings.

(a) The quorum for the transaction of the business of the Directors may be fixed
by the Directors and unless so fixed at any other number shall be two.

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

95.        Voting at Directors' meetings.  

Questions  arising at any meeting of Directors shall be decided by a majority of
votes.  Where there is an equality of votes,  the chairman of the meeting  shall
have a second or casting vote.

96.        Telecommunication meetings.

Any Director may  participate  in a meeting of the Directors or any committee of
the  Directors  by means of  conference  telephone  or other  telecommunications
equipment  by means of which all persons  participating  in the meeting can hear
each other speak and such  participation in a meeting shall constitute  presence
in person at the meeting.

97.        Chairman of board of Directors.

Subject to any  appointment  to the office of chairman of the board of Directors
made  pursuant to these  Articles,  the  Directors may elect a chairman of their
meetings and determine the period for which he is to hold office, but if no such
chairman  is  appointed  or elected or if at any  meeting  any such  chairman is
unwilling to act or 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.

98.        Validity of acts of Directors.

All acts done by any meeting of the  Directors or of a committee of Directors or
by any  person  acting  as a  Director,  notwithstanding  that it be  afterwards
discovered that there was some defect in the appointment of any such Director or
person acting as aforesaid,  or that they or any of them were  disqualified from
holding office or had vacated office,  shall be as valid as if every such person
had been duly appointed and was qualified and had continued to be a Director and
had been entitled to vote.

99. Directors' resolutions or other documents in writing.

A resolution or other document in writing  signed by all the Directors  entitled
to receive notice of a meeting of Directors or of a committee of Directors shall
be as valid as if it had been passed at a meeting of  Directors  or (as the case
may be) a  committee  of  Directors  duly  convened  and held and may consist of
several documents in the like form each signed by one or more Directors.


                           PART XVIII - THE SECRETARY

100.       Appointment of Secretary.

The  Secretary  shall be  appointed  by the  Directors  for such  term,  at such
remuneration and upon such conditions as they may think fit and any Secretary so
appointed may be removed by them. Anything required or authorised by the Acts or
these  Articles to be done by the Secretary may be done, if the office is vacant
or there is for any other reason no Secretary  readily  available and capable of
acting,  by or to any assistant or acting Secretary or, if there is no assistant
or acting  secretary  readily  available  and  capable of  acting,  by or to any
officer of the Company  authorised  generally or specially in that behalf by the
Directors:  Provided that any provision of the Acts or these Articles  requiring
or  authorising a thing to be done by or to a Director and the  Secretary  shall
not be  satisfied  by its being done by or to the same  person  acting both as a
Director and as, or in the place of, the Secretary.


                               PART XIX - THE SEAL

101.       Use of Seal.

The Directors shall ensure that the Seal (including any official securities seal
kept  pursuant to the Acts) shall be used only by the authority of the Directors
or of a committee authorised by the Directors.

102.       Seal for use abroad.

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

103.       Signature of sealed instruments.

Every  instrument  to which  the Seal  shall be  affixed  shall be  signed  by a
Director and shall also be signed by the Secretary or by a second Director or by
some other  person  appointed  by the  Directors  for the  purpose  save that as
regards any  certificates  for shares or debentures  or other  securities of the
Company the Directors may determine by  resolution,  either  generally or in any
particular case and subject to such restrictions as the Directors may determine,
that such  signatures  or either of them shall be dispensed  with, or be printed
thereon or affixed thereto by some method or system of mechanical signature.


                        PART XX - DIVIDENDS AND RESERVES

104.       Declaration of dividends.

          Subject  to the  provisions  of the  Acts,  the  Company  by  ordinary
          resolution  may declare  dividends in accordance  with the  respective
          rights  of the  members,  but no  dividend  shall  exceed  the  amount
          recommended by the Directors.

105.       Interim and fixed dividends.

          Subject to the  provisions of the Acts,  the Directors may declare and
          pay interim dividends if it appears to them that they are justified by
          the profits of the Company  available for  distribution.  If the share
          capital is divided into different  classes,  the Directors may declare
          and  pay  interim   dividends  on  shares  which  confer  deferred  or
          non-preferred  rights  with  regard to  dividend  as well as on shares
          which confer preferential rights with regard to dividend,  but subject
          always to any  restrictions for the time being in force (whether under
          these  Articles,  under the terms of issue of any  shares or under any
          agreement to which the Company is a party,  or otherwise)  relating to
          the  application,  or the priority of  application,  of the  Company's
          profits  available for  distribution  or to the  declaration or as the
          case may be the  payment  of  dividends  by the  Company.  Subject  as
          aforesaid, the Directors may also pay at intervals settled by them any
          dividend  payable  at a fixed  rate if it  appears  to them  that  the
          profits available for distribution  justify the payment.  Provided the
          Directors  act in good faith they shall not incur any liability to the
          Holders of shares  conferring  preferred  rights for any loss they may
          suffer by the  lawful  payment of an  interim  dividend  on any shares
          having deferred or non-preferred rights.

106.       Payment of dividends.

          (a) Except as otherwise provided by the rights attached to shares, all
          dividends  shall be declared and paid according to the amounts paid up
          or  credited  as paid up on the shares on which the  dividend is paid.
          Subject as aforesaid,  all  dividends  shall be  apportioned  and paid
          proportionately  to the amounts paid or credited as paid on the shares
          during any  portion or  portions of the period in respect of which the
          dividend is paid;  but, if any share is issued on terms providing that
          it shall rank for dividend as from a particular date, such share shall
          rank for dividend  accordingly.  For the purposes of this Article,  no
          amount paid on a share in advance of calls shall be treated as paid on
          a share.

          (b) If several  persons are  registered as joint Holders of any share,
          any one of them may give effectual  receipts for any dividend or other
          moneys payable on or in respect of the share.

107.       Deductions from dividends.

          The Directors may deduct from any dividend or other moneys  payable to
          any member in respect of a share any moneys  presently  payable by him
          to the Company in respect of that share.

108.       Dividends in specie.

           A general meeting declaring a dividend or bonus may direct,  upon the
           recommendation of the Directors, that it shall be satisfied wholly or
           partly by the distribution of assets (and, in particular,  of paid up
           shares,  debentures or debenture stock of any other company or in any
           one or more of such ways) and the Directors shall give effect to such
           resolution.   Where   any   difficulty   arises   in  regard  to  the
           distribution,  the  Directors  may  settle  the  same as  they  think
           expedient and in particular may issue fractional certificates and fix
           the  value  for  distribution  of such  specific  assets  or any part
           thereof  in order to adjust  the  rights of all the  parties  and may
           determine  that cash  payments  shall be made to any members upon the
           footing of the value so fixed and may vest any such  specific  assets
           in trustees  upon trust for the persons  entitled to the  dividend as
           the  Directors   think   expedient,   and  generally  may  make  such
           arrangements for the allotment, acceptance and sale of such specified
           assets or fractional certificates, or any part thereof, and otherwise
           as they think fit.

109.       Method of payment of dividends.

           Any dividend or other  moneys  payable in respect of any share may be
           paid by cheque or warrant sent by post,  at the risk of the person or
           persons entitled thereto, to the registered address of the Holder or,
           where there are joint Holders,  to the registered address of that one
           of the joint  Holders who is first  named on the  Register or to such
           person  and to such  address as the  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 and  payment of the cheque
           or warrant shall be a good discharge to the Company. Any joint Holder
           or other person  jointly  entitled to a share as  aforesaid  may give
           receipts for any  dividend or other moneys  payable in respect of the
           share.  For the  avoidance  of doubt,  a dividend  may be paid by the
           Company by way of a cheque which is crossed or which  indicates by an
           appropriate means that the cheque shall be lodged only to the account
           of the payee.  The Directors may also,  in  circumstances  which they
           consider appropriate,  arrange for payment of dividends by electronic
           funds transfer,  bank transfer or by any other method selected by the
           Directors  from time to time and in such  event the  debiting  of the
           Company's  account  in  respect of the  appropriate  amount  shall be
           deemed a good  discharge of the Company's  obligations  in respect of
           any payment made by any such methods.

110.       Dividends not to bear interest.

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

111. Payment to Holders on a particular date.

           Any resolution declaring a dividend on shares of any class, whether a
           resolution  of the Company in general  meeting or a resolution of the
           Directors,  may  specify  that the same may be payable to the persons
           registered  as the Holders of such shares at the close of business on
           a  particular  date,  notwithstanding  that it may be a date prior or
           subsequent to that on which the  resolution is passed,  and thereupon
           the  dividend  shall be  payable  to them in  accordance  with  their
           respective  holdings  so  registered,  but without  prejudice  to the
           rights inter se of transferors  and transferees of any such shares in
           respect of such dividend. The provisions of this Article shall apply,
           mutatis  mutandis,  to  distributions  and any  allotment or issue of
           shares or other  securities or any grant of any other  entitlement to
           be effected in pursuance of these Articles. Any dividend, interest or
           other sum payable which  remains  unclaimed for one year after having
           been  declared  may  be  invested  or  otherwise  made  use of by the
           Directors for the benefit of the Company until claimed.

112.       Unclaimed dividends.

           If  the  Directors  so  resolve,  any  dividend  which  has  remained
           unclaimed for twelve years from the date of its declaration  shall be
           forfeited  and cease to remain owing by the  Company.  The payment by
           the  Directors of any unclaimed  dividend or other moneys  payable in
           respect of a share into a separate  account shall not  constitute the
           Company a trustee in respect thereof.

113.       Reserves.

           Before recommending any dividend,  whether preferential or otherwise,
           the  Directors may carry to reserve out of the profits of the Company
           such sums as they think  proper.  All sums standing to reserve may be
           applied from time to time in the  discretion of the Directors for any
           purpose to which the profits of the  Company may be properly  applied
           and at the like  discretion may be either employed in the business of
           the Company or  invested in such  investments  as the  Directors  may
           lawfully  determine.  The  Directors may divide the reserve into such
           special funds as they think fit and may consolidate into one fund any
           special  funds or any  parts of any  special  funds  into  which  the
           reserve may have been divided as they may lawfully determine. Any sum
           which  the  Directors  may  carry to  reserve  out of the  unrealised
           profits of the  Company  shall not be mixed with any reserve to which
           profits available for distribution  have been carried.  The Directors
           may also carry  forward,  without  placing the same to  reserve,  any
           profits which they may think it prudent not to divide.


                               PART XXI - ACCOUNTS

114.       Accounts.

          (a) The  Directors  shall  cause  proper  books of  account to be kept
          relating to:-

          (i) all sums of money  received  and  expended  by the Company and the
          matters in respect of which the receipt and  expenditure  takes place;
          and

          (ii) all sales and purchases of goods by the Company; and

          (iii) 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.

          (b) The books of account  shall be kept at the  Office or,  subject to
          the provisions of the Acts, at such other place as the Directors think
          fit and shall be open at all reasonable times to the inspection of the
          Directors.

          (c) The  Directors  shall  determine  from time to time 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.  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 the Acts or
          authorised by the Directors or by the Company in general meeting.

          (d) In accordance with the provisions of the Acts, the Directors shall
          cause to be prepared and to be laid before the annual general  meeting
          of the  Company  from  time to time  such  profit  and loss  accounts,
          balance sheets, group accounts and reports as are required by the Acts
          to be prepared and laid before such meeting.

          (e) A copy of every balance sheet (including  every document  required
          by law to be annexed  thereto)  which is to be laid  before the annual
          general meeting of the Company  together with a copy of the Directors'
          report and Auditors'  report shall be sent,  not less than  twenty-one
          Clear Days  before the date of the annual  general  meeting,  to every
          person  entitled under the provisions of the Acts to receive them; and
          the required number of copies of these documents shall be forwarded at
          the same time to the appropriate section of The Stock Exchange.

          (f)  Auditors  shall  be  appointed  and  their  duties  regulated  in
          accordance with the Acts.


                PART XXII - CAPITALISATION OF PROFITS OR RESERVES

115. Capitalisation of distributable profits and reserves.

          The Directors may resolve that any sum for the time being  standing to
          the credit of any of the  Company's  reserves  (including  any capital
          redemption  reserve fund or share premium account) or to the credit of
          the profit and loss  account be  capitalised  and applied on behalf of
          the members who would have been entitled to receive that sum if it had
          been distributed by way of dividend and in the same proportions either
          in or  towards  paying up  amounts  for the time  being  unpaid on any
          shares  held by them  respectively,  or in paying up in full  unissued
          shares or debentures  of the Company of a nominal  amount equal to the
          sum  capitalised  (such  shares  or  debentures  to  be  allotted  and
          distributed  credited as fully paid up to and amongst  such Holders in
          the proportions aforesaid) or partly in one way and partly in another,
          so,  however,  that the only  purposes for which sums  standing to the
          credit of the capital  redemption  reserve  fund or the share  premium
          account shall be applied shall be those permitted by the Acts.

116. Capitalisation of non-distributable profits and reserves.

           The Directors may resolve that it is desirable to capitalise any part
           of the amount for the time being standing to the credit of any of the
           Company's  reserve  accounts  or to the credit of the profit and loss
           account which is not available for  distribution by applying such sum
           in paying up in full  unissued  shares to be  allotted  as fully paid
           bonus  shares to those  members  of the  Company  who would have been
           entitled  to  that  sum  if  it  were   distributable  and  had  been
           distributed by way of dividend (and in the same  proportions) and the
           Directors shall give effect to such resolution.

117.       Implementation of capitalisation issues.

           Whenever  such a  resolution  is passed in pursuance of either of the
           two  immediately  preceding  Articles  the  Directors  shall make all
           appropriations  and applications of the undivided profits resolved to
           be  capitalised  thereby and all  allotments and issues of fully paid
           shares or  debentures,  if any, and  generally  shall do all acts and
           things  required  to give  effect  thereto  with  full  power  to the
           Directors  to make such  provisions  as they shall  think fit for the
           case of shares or  debentures  becoming  distributable  in  fractions
           (and,  in  particular,  without  prejudice to the  generality  of the
           foregoing,  either to disregard  such fractions or to sell the shares
           or debentures  represented  by such  fractions and distribute the net
           proceeds of such sale to and for the benefit of the Company or to and
           for the benefit of the members  otherwise  entitled to such fractions
           in due proportions) and to authorise any person to enter on behalf of
           all  the  members  concerned  into  an  agreement  with  the  Company
           providing for the allotment to them  respectively,  credited as fully
           paid up, of any further shares or debentures to which they may become
           entitled on such capitalisation or, as the case may require,  for the
           payment up by the application thereto of their respective proportions
           of the profits  resolved to be capitalised  of the amounts  remaining
           unpaid on their  existing  shares and any  agreement  made under such
           authority shall be binding on all such members.


                              PART XXIII - NOTICES

118.       Notices in writing.

           Any  notice  to be  given,  served  or  delivered  pursuant  to these
Articles shall be in writing.

119.       Service of notices. 

           (a)        A notice or document (including a share certificate) to be
                      given,  served or delivered in pursuance of these Articles
                      may be given to,  served on or  delivered to any member by
                      the Company:

                      (i)       by handing same to him or his authorised agent;

                      (ii)      by leaving the same at his registered address;or

                      (iii)     by  sending  the same by the post in a  pre-paid
                                cover   addressed  to  him  at  his   registered
                                address.

           (b)        Where a notice or document is given,  served or  delivered
                      pursuant to sub-paragraph (a) (i) or (ii) of this Article,
                      the giving, service or delivery thereof shall be deemed to
                      have been  effected at the time the same was handed to the
                      member or his authorised  agent, or left at his registered
                      address (as the case may be).

           (c)        Where a notice or document is given,  served or  delivered
                      pursuant to sub-paragraph  (a) (iii) of this Article,  the
                      giving,  service or  delivery  thereof  shall be deemed to
                      have been effected at the expiration of twenty-four  hours
                      after the  cover  containing  it was  posted.  In  proving
                      service or delivery it shall be  sufficient  to prove that
                      such cover was properly addressed, stamped and posted.

           (d)        Every legal personal representative,  committee, receiver,
                      curator  bonis  or  other  legal   curator,   assignee  in
                      bankruptcy  or  liquidator of a member shall be bound by a
                      notice given as  aforesaid if sent to the last  registered
                      address of such member,  notwithstanding  that the Company
                      may  have  notice  of  the  death,   lunacy,   bankruptcy,
                      liquidation or disability of such member.

120.       Service on joint Holders.

           A notice may be given by the Company to the joint  Holders of a share
           by giving the notice to the joint  Holder  whose name stands first in
           the  Register  in respect  of the share and notice so given  shall be
           sufficient notice to all the joint Holders.

121.       Service on transfer or transmission of shares.      

           (a)        Every  person who  becomes  entitled  to a share  shall be
                      bound by any notice in respect of that share which, before
                      his name is  entered  in the  Register  in  respect of the
                      share,  has  been  duly  given to a  person  from  whom he
                      derives his title  provided  that the  provisions  of this
                      paragraph  shall  not  apply to any  notice  served  under
                      Article 66 unless,  under the provisions of Article 66(b),
                      it  is  a   notice   which   continues   to  have   effect
                      notwithstanding  the  registration  of a  transfer  of the
                      shares to which it relates.

           (b)        Without  prejudice  to the  provisions  of these  Articles
                      allowing   a  meeting   to  be   convened   by   newspaper
                      advertisement  a notice may be given by the Company to the
                      persons entitled to a share in consequence of the death or
                      bankruptcy of a member by sending or delivering it, in any
                      manner  authorised  by these  Articles  for the  giving of
                      notice to a member,  addressed to them at the address,  if
                      any,  supplied  by them for that  purpose.  Until  such an
                      address  has been  supplied,  a notice may be given in any
                      manner in which it might  have been  given if the death or
                      bankruptcy had not occurred.

122.       Signature to notices.

           The signature to any notice to be given by the Company may be written
or printed.

123.       Deemed receipt of notices.

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


                             PART XXIV - WINDING UP

124.       Distribution on winding up.

           If the  Company  shall  be  wound  up and the  assets  available  for
           distribution among the members as such shall be insufficient to repay
           the whole of the paid up or credited as paid up share  capital,  such
           assets shall be  distributed so that, as nearly as may be, the losses
           shall be borne by the members in proportion to the capital paid up or
           credited  as paid up at the  commencement  of the  winding  up on the
           shares held by them  respectively.  And if in a winding up the assets
           available  for  distribution  among  the  members  shall be more than
           sufficient  to  repay  the  whole  of the  share  capital  paid up or
           credited as paid up at the commencement of the winding up, the excess
           shall be  distributed  among the members in proportion to the capital
           at the  commencement of the winding up paid up or credited as paid up
           on the said  shares  held by them  respectively.  Provided  that this
           Article  shall not affect the rights of the Holders of shares  issued
           upon special terms and conditions.

125.       Distribution in specie.

           If the Company is wound up, the  liquidator,  with the  sanction of a
           special  resolution of the Company and any other sanction required by
           the Acts, may divide among the members in specie or kind the whole or
           any part of the assets of the Company  (whether they shall consist of
           property of the same kind or not) and,  for such  purpose,  may value
           any assets and  determine  how the  division  shall be carried out as
           between the members or different classes of members.  The liquidator,
           with the like sanction, may vest the whole or any part of such assets
           in trustees  upon such  trusts for the benefit of the  contributories
           as,  with the like  sanction,  he  determines,  but so that no member
           shall be  compelled  to  accept  any  assets  upon  which  there is a
           liability.


                            PART XXV - MISCELLANEOUS

126.       Minutes of meetings.

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

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

          (b) of the names of Directors present at each meeting of the Directors
          and of the names of any  Directors  and of all other  members  thereof
          present at each meeting of any committee  appointed by the  Directors;
          and

          (c) of all  resolutions and proceedings of all meetings of the Company
          and of the  Holders of any class of shares in the  Company  and of the
          Directors and of committees appointed by the Directors.

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

127.       Inspection and secrecy.

           The Directors  shall  determine from time to time 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
           the Acts or  authorised by the Directors or by the Company in general
           meeting.  No member shall be entitled to require  discovery of or any
           information  respecting any detail of the Company's  trading,  or any
           matter which is or may be in the nature of a trade secret, mystery of
           trade,  or secret  process  which may  relate to the  conduct  of the
           business of the Company and which in the opinion of the  Directors it
           would be  inexpedient  in the interests of the members of the Company
           to communicate to the public.

128.       Destruction of records.

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

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

           (b)        nothing  herein  contained  shall be construed as imposing
                      upon  the  Company  any   liability   in  respect  of  the
                      destruction  of any document  earlier than as aforesaid or
                      in any other  circumstances  which would not attach to the
                      Company in the absence of this Article; and

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

129.       Untraced shareholders.         

           (a)        The  Company  shall be  entitled to sell at the best price
                      reasonably  obtainable  any share of a Holder or any share
                      to which a  person  is  entitled  by  transmission  if and
                      provided that:-

          (i) for a period of twelve  years no  cheque  or  warrant  sent by the
          Company through the post in a pre-paid letter  addressed to the Holder
          or to the person  entitled by transmission to the share at his address
          on the  Register or at the last known  address  given by the Holder or
          the person  entitled  by  transmission  as that to which  cheques  and
          warrants are to be sent has been cashed and no communication  has been
          received  by the  Company  from the Holder or the person  entitled  by
          transmission  (provided  that  during such twelve year period at least
          three dividends shall have become payable in respect of such share);

          (ii)  at  the  expiration  of the  said  period  of  twelve  years  by
          advertisement in a national daily newspaper published in the State and
          in a newspaper  circulating in the area in which the address  referred
          to in sub-paragraph (a) (i) of this Article is located the Company has
          given notice of its intention to sell such share;

          (iii) during the further  period of three months after the date of the
          advertisement  and  prior  to the  exercise  of the  power of sale the
          Company has not received any  communication  from the Holder or person
          entitled by transmission; and

          (iv) the Company has first given notice in writing of its intention to
          sell such shares to the appropriate section of every stock exchange or
          securities  market on which shares of the  relevant  class are for the
          time dealt in or quoted.

           (b)        To give  effect to any such sale the  Company  may appoint
                      any person to  execute  as  transferor  an  instrument  of
                      transfer  of such share and such  instrument  of  transfer
                      shall be as  effective  as if it had been  executed by the
                      Holder or the person entitled by the  transmission to such
                      share.  The transferee shall be entered in the Register 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  moneys  nor  shall  his  title to the  shares be
                      affected  by  any  irregularity  in or  invalidity  of the
                      proceedings in reference to the sale.

           (c)        The Company  shall  account to the Holder or other  person
                      entitled  to such share for the net  proceeds of such sale
                      by  carrying  all moneys in respect  thereof to a separate
                      account which shall be a permanent debt of the Company and
                      the  Company  shall be  deemed  to be a  debtor  and not a
                      trustee  in  respect  thereof  for  such  Holder  or other
                      person.  Moneys  carried to such  separate  account may be
                      either employed in the business of the Company or invested
                      in such  investments  as the Directors may think fit, from
                      time to time.

130.       Indemnity.

           Subject to the  provisions  of and so far as may be  admitted  by the
           Acts, but without  prejudice to any indemnity to which he or they may
           otherwise  be  entitled,  every  Director  and other  officer  of the
           Company and the Auditors  shall be  indemnified  out of the assets of
           the Company  against any liability,  loss or expenditure  incurred by
           him or them in the  execution  or discharge of his or their duties or
           the exercise of his or their powers or otherwise in relation to or in
           connection  with his or their  duties,  powers  or  office  including
           (without  prejudice to the generality of the foregoing) any liability
           incurred by him or them in defending any  proceedings,  whether civil
           or criminal,  which relate to anything  done or omitted to be done or
           alleged  to have  been done or  omitted  to be done by him or them as
           officers or employees  of the Company and in which  judgment is given
           in his or their favour or in which he or they are  acquitted or which
           are  otherwise  disposed of without any finding or admission of guilt
           or breach of duty on his or their part, or incurred by him or them in
           connection  with any  application  under any  statute for relief from
           liability  in respect of any such act or omission in which  relief is
           granted to him or them by the Court. To the extent  permitted by law,
           the Directors may arrange  insurance cover at the cost of the Company
           in respect of any  liability,  loss or  expenditure  incurred  by any
           Director,  officer or the  Auditors  of the  Company in  relation  to
           anything  done or  alleged to have been done or omitted to be done by
           him or them as Director, officer or Auditors.