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                                                                 EXHIBIT 3.1(ii)


                      THE COMPANIES LAW (2000 REVISION)

                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       OF

                                    ITSA LTD.

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

      "Articles"                    means these Articles as originally framed or
                                    as from time to time altered by Special
                                    Resolution.

      "Auditors"                    means the persons for the time being
                                    performing the duties of auditors of the
                                    Company.

      "Company"                     means the above-named Company.

      "debenture"                   means debenture stock, mortgages, bonds and
                                    any other such securities of the Company
                                    whether constituting a charge on the assets
                                    of the Company or not.

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

      "dividend"                    includes bonus.

      "Member"                      shall bear the  meaning as  ascribed to it
                                    in the Statute.

      "month"                       means calendar month.

      "paid-up"                     means paid-up and/or credited as paid-up.

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

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


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      "Secretary"                   includes an Assistant Secretary and any
                                    person appointed to perform the duties of
                                    Secretary of the Company.

      "share"                       includes a fraction of a share.

      "Special                      Resolution" has the same meaning as in the
                                    Statute and includes a resolution approved
                                    in writing as described therein.

      "Statute"                     means the Companies Law of the Cayman
                                    Islands as amended and every statutory
                                    modification or re-enactment thereof for the
                                    time being in force.

      "written" and "in writing"    include  all  modes  of   representing  or
                                    reproducing words in visible form.

      Words importing the singular number only include the plural number and
vice-versa.

      Words importing the masculine gender only include the feminine gender and
the neuter gender.

      Words importing persons only include corporations and other entities.

2. The business of the Company may be commenced as soon after  incorporation  as
the Directors  shall see fit,  notwithstanding  that part only of the shares may
have been allotted.

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

                             CERTIFICATES FOR SHARES

4.  Certificates  representing  shares of the  Company  shall be in such form as
shall be determined by the Directors.  Such  certificates may be under Seal. All
certificates for shares shall be consecutively  numbered or otherwise identified
and shall  specify the shares to which they relate.  The name and address of the
person to whom the shares  represented  thereby are  issued,  with the number of
shares and date of issue,  shall be entered  in the  register  of Members of the
Company.  All  certificates  surrendered  to the Company for  transfer  shall be
cancelled and no new  certificate  shall be issued until the former  certificate
for a like  number of shares  shall have been  surrendered  and  cancelled.  The
Directors may authorise  certificates  to be issued with the seal and authorised
signature(s) affixed by some method or system of mechanical process.

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5.  Notwithstanding  Article  4 of these  Articles,  if a share  certificate  be
defaced, lost or destroyed, it may be renewed on payment of a fee if required by
the Directors (not to exceed  US$1.00) and on such terms (if any) as to evidence
and  indemnity  and the  payment  of the  expenses  incurred  by the  Company in
investigating evidence, as the Directors may prescribe.

                                 ISSUE OF SHARES

6.  Subject to the  provisions,  if any,  in that  behalf in the  Memorandum  of
Association  and to any  direction  that may be given by the  Company in general
meeting and without prejudice to any special rights previously  conferred on the
holders of existing shares,  the Directors may allot,  issue, grant options over
or otherwise dispose of shares of the Company  (including  fractions of a share)
with or without  preferred,  deferred or other special  rights or  restrictions,
whether in regard to dividend,  voting,  return of capital or  otherwise  and to
such persons, at such times and on such other terms as they think proper.

7. The Company  shall  maintain a register of its Members and every person whose
name is entered as a Member in the register of Members shall be entitled without
payment to receive  within two months  after  allotment or lodgement of transfer
(or within  such other  period as the  conditions  of issue shall  provide)  one
certificate for all his shares or several  certificates  each for one or more of
his shares upon  payment of a fee if required  by the  Directors  (not to exceed
US$0.50 for each certificate) provided that in respect of a share or shares held
jointly by several persons the Company shall not be bound to issue more than one
certificate  and  delivery  of a  certificate  for a share to one of the several
joint holders shall be sufficient delivery to all such holders.

                               TRANSFER OF SHARES

8. The  instrument  of  transfer  of any share  shall be in writing and shall be
executed by or on behalf of the transferor and the transferor shall be deemed to
remain the holder of a share until the name of the  transferee is entered in the
register in respect thereof.

9. The  Directors  shall  register  any transfer of shares in respect of which a
transfer in accordance with Article 8 has been presented to the Company.

10. The  registration  of  transfers  may be suspended at such time and for such
periods as the Directors may from time to time  determine,  provided always that
such  registration  shall not be suspended for more than  forty-five days in any
year.

                                REDEEMABLE SHARES

11.  (a)  Subject  to the  provisions  of the  Statute  and  the  Memorandum  of
Association,  shares may be issued on the terms that they are,  or at the option
of the Company or the holder are, to be redeemed on such terms and in such

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manner as the Company, before the issue of the shares, may by Special Resolution
determine.

     (b)  Subject  to the  provisions  of the  Statute  and  the  Memorandum  of
Association,  the Company may purchase its own shares (including  fractions of a
share),  including any redeemable  shares,  provided that the manner of purchase
has first been authorised by the Company in general meeting and may make payment
therefor in any manner authorised by the Statute, including out of capital.

                          VARIATION OF RIGHTS OF SHARES

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

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

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

                          COMMISSION ON SALE OF SHARES

14. The  Company may in so far as the  Statute  from time to time  permits pay a
commission  to any person in  consideration  of his  subscribing  or agreeing to
subscribe  whether  absolutely or  conditionally  for any shares of the Company.
Such  commissions  may be satisfied  by the payment of cash or the  lodgement of
fully or partly paid-up shares or partly in one way and partly in the other. The
Company may also on any issue of shares pay such brokerage as may be lawful.

                            NON-RECOGNITION OF TRUSTS

15. 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 is  otherwise  provided  by these  Articles  or the
Statute) any other rights in respect of any share except an absolute right to

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the entirety thereof in the registered holder.

                                 LIEN ON SHARES

16. The Company shall have a first and  paramount  lien and charge on all shares
(whether  fully  paid-up  or not)  registered  in the name of a Member  (whether
solely or jointly with others) for all debts,  liabilities  or engagements to or
with the  Company  (whether  presently  payable  or not) by such  Member  or his
estate, either alone or jointly with any other person,  whether a Member or not,
but the  Directors  may at any time  declare  any  share to be wholly or in part
exempt from the provisions of this Article.  The  registration  of a transfer of
any such share shall operate as a waiver of the Company's lien (if any) thereon.
The  Company's  lien (if any) on a share shall extend to all  dividends or other
monies payable in respect thereof.

17. The Company may sell, in such manner as the Directors  think fit, any shares
on which  the  Company  has a lien,  but no sale  shall be made  unless a sum in
respect of which the lien exists is presently payable,  nor until the expiration
of fourteen days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently  payable,
has been given to the  registered  holder or  holders  for the time being of the
share,  or the person,  of which the Company  has  notice,  entitled  thereto by
reason of his death or bankruptcy.

18. To give effect to any such sale the Directors  may authorise  some person to
transfer  the shares  sold to the  purchaser  thereof.  The  purchaser  shall be
registered as the holder of the shares  comprised in any such  transfer,  and he
shall not be bound to see to the  application of the purchase  money,  nor shall
his title to the shares be affected by any  irregularity  or  invalidity  in the
proceedings in reference to the sale.

19. The  proceeds  of such sale shall be  received by the Company and applied in
payment of such part of the  amount in  respect  of which the lien  exists as is
presently  payable and the residue,  if any,  shall  (subject to a like lien for
sums not  presently  payable as existed upon the shares before the sale) be paid
to the person entitled to the shares at the date of the sale.

                                 CALL ON SHARES

20. (a) The Directors may from time to time make calls upon the Members in
respect of any monies unpaid on their shares (whether on account of the nominal
value of the shares or by way of premium or otherwise) and not by the conditions
of allotment thereof made payable at fixed terms, provided that no call shall be
payable at less than one month from the date fixed for the payment of the last
preceding call, and each Member shall (subject to receiving at least fourteen
days notice specifying the time or times of payment) pay to the Company at the
time or times so specified the amount called on the shares. A call may be
revoked or postponed as the Directors may determine. A call may be made payable
by instalments.

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

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

21.  If a sum  called  in  respect  of a share  is not paid  before  or on a day
appointed  for payment  thereof,  the persons from whom the sum is due shall pay
interest on the sum from the day  appointed  for payment  thereof to the time of
actual  payment  at such  rate  not  exceeding  ten per  cent  per  annum as the
Directors may determine,  but the Directors shall be at liberty to waive payment
of such interest either wholly or in part.

22. Any sum which by the terms of issue of a share becomes  payable on allotment
or at any fixed date, whether on account of the nominal value of the share or by
way of premium or otherwise,  shall for the purposes of these Articles be deemed
to be a call duly made,  notified  and payable on the date on which by the terms
of issue  the same  becomes  payable,  and in the  case of  non-payment  all the
relevant  provisions of these Articles as to payment of interest,  forfeiture or
otherwise shall apply as if such sum had become payable by virtue of a call duly
made and notified.

23. The Directors may, on the issue of shares, differentiate between the holders
as to the amount of calls or interest to be paid and the times of payment.

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

     (b) No such sum paid in advance of calls shall  entitle  the Member  paying
such sum to any portion of a dividend declared in respect of any period prior to
the date upon which  such sum  would,  but for such  payment,  become  presently
payable.

                              FORFEITURE OF SHARES

25. (a) If a Member fails to pay any call or instalment of a call or to make any
payment required by the terms of issue on the day appointed for payment thereof,
the Directors  may, at any time  thereafter  during such time as any part of the
call,  instalment or payment remains unpaid, give notice requiring payment of so
much of the call, instalment or payment as is unpaid, together with any interest
which may have accrued and all expenses  that have been  incurred by the Company
by reason of such  non-payment.  Such notice  shall name a day (not earlier than
the  expiration  of  fourteen  days from the date of giving of the notice) on or
before which the payment required by the notice is to be made, and shall state

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that, in the event of  non-payment at or before the time appointed the shares in
respect of which such notice was given will be liable to be forfeited.

     (b) If the  requirements  of any such notice as aforesaid  are not complied
with,  any share in  respect  of which the notice has been given may at any time
thereafter,  before  the  payment  required  by the  notice  has been  made,  be
forfeited by a resolution of the Directors to that effect. Such forfeiture shall
include  all  dividends  declared  in  respect  of the  forfeited  share and not
actually paid before the forfeiture.

     (c) 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.

26. A person  whose  shares  have  been  forfeited shall cease to be a Member in
respect of the forfeited shares,  but shall,  notwithstanding,  remain liable to
pay to the Company all monies which,  at the date of forfeiture  were payable by
him to the Company in respect of the shares together with interest thereon,  but
his liability shall cease if and when the Company shall have received payment in
full of all monies whenever payable in respect of the shares.

27. A certificate  in writing under the hand of one Director or the Secretary of
the Company that a share in the Company has been duly forfeited on a date stated
in the  declaration  shall be conclusive  evidence of the fact therein stated as
against  all  persons  claiming  to be  entitled  to the share.  The Company may
receive the consideration 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 he shall  thereupon 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.

28. 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.

                     REGISTRATION OF EMPOWERING INSTRUMENTS

29. The  Company  shall be  entitled  to charge a fee not  exceeding  one dollar
(US$1.00)  on the  registration  of every  probate,  letters of  administration,
certificate of death or marriage, power of attorney or other instrument.

                             TRANSMISSION OF SHARES

30. In case of the death of a Member, the survivor or survivors where the
deceased was a joint holder, and the legal personal representatives of the
deceased where he was a sole holder, shall be the only persons recognised by the

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Company as having any title to his  interest in the shares,  but nothing  herein
contained  shall  release  the  estate  of any  such  deceased  holder  from any
liability  in respect of any shares which had been held by him solely or jointly
with other persons.

31. (a) Any person  becoming  entitled to a share in consequence of the death or
bankruptcy or  liquidation  or dissolution of a Member (or in any other way than
by transfer)  may, upon such evidence being produced as may from time to time be
required by the Directors and subject as hereinafter  provided,  elect either to
be  registered  himself as holder of the share or to make such  transfer  of the
share to such other person  nominated by him as the deceased or bankrupt  person
could have made and to have such person  registered as the  transferee  thereof,
but the  Directors  shall,  in either  case,  have the same  right to decline or
suspend  registration  as they would  have had in the case of a transfer  of the
share by that Member before his death or bankruptcy as the case may be.

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

32. A person  becoming  entitled to a share by reason of the death or bankruptcy
or  liquidation  or  dissolution  of the  holder  (or in any other  case than by
transfer) shall be entitled to the same dividends and other  advantages to which
he would be entitled if he were the registered holder of the share,  except that
he shall not,  before being  registered as a Member in respect of the share,  be
entitled in respect of it to  exercise  any right  conferred  by  membership  in
relation to meetings of the Company  PROVIDED  HOWEVER that the Directors may at
any time 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 may  thereafter  withhold  payment of all  dividends,
bonuses or other monies  payable in respect of the share until the  requirements
of the notice have been complied with.

              AMENDMENT OF MEMORANDUM OF ASSOCIATION, CHANGE OF
            LOCATION OF REGISTERED OFFICE & ALTERATION OF CAPITAL

33. (a) Subject to and in so far as permitted by the provisions of the Statute,
the Company may from time to time by ordinary resolution alter or amend its
Memorandum of Association otherwise than with respect to its name and objects
and may, without restricting the generality of the foregoing:

     (i)  increase  the share  capital by such sum to be divided  into shares of
such amount or without  nominal or par value as the resolution  shall  prescribe
and with such rights,  priorities and privileges annexed thereto, as the Company
in general meeting may determine.

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

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     (iii) by subdivision of its existing shares or any of them divide the whole
or any part of its share capital into shares of smaller  amount than is fixed by
the Memorandum of Association or into shares without nominal or par value;

     (iv) 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.

     (b)  All  new  shares  created  hereunder  shall  be  subject  to the  same
provisions   with   reference  to  the  payment  of  calls,   liens,   transfer,
transmission,  forfeiture  and  otherwise  as the shares in the  original  share
capital.

     (c) Subject to the  provisions  of the Statute,  the Company may by Special
Resolution change its name or alter its objects.

      (d) Without prejudice to Article 11 hereof and subject to the provisions
of the Statute, the Company may by Special Resolution reduce its share capital
and any capital redemption reserve fund.

     (e) Subject to the provisions of the Statute, the Company may by resolution
of the Directors change the location of its registered office.

              CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

34. For the purpose of determining  Members  entitled to notice of or to vote at
any  meeting of Members  or any  adjournment  thereof,  or Members  entitled  to
receive payment of any dividend,  or in order to make a determination of Members
for any other proper purpose,  the Directors of the Company may provide that the
register of Members shall be closed for transfers for a stated period but not to
exceed in any case forty days. If the register of Members shall be so closed for
the purpose of determining Members entitled to notice of or to vote at a meeting
of Members such  register  shall be so closed for at least ten days  immediately
preceding such meeting and the record date for such  determination  shall be the
date of the closure of the register of Members.

35. In lieu of or apart from closing the register of Members,  the Directors may
fix in advance a date as the record date for any such  determination  of Members
entitled to notice of or to vote at a meeting of the Members and for the purpose
of  determining  the Members  entitled to receive  payment of any  dividend  the
Directors  may,  at or within 90 days prior to the date of  declaration  of such
dividend fix a subsequent date as the record date for such determination.

36. If the  register of Members is not so closed and no record date is fixed for
the  determination  of Members  entitled to notice of or to vote at a meeting of
Members or Members entitled to receive payment of a dividend, the date on which

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notice of the  meeting  is mailed  or the date on which  the  resolution  of the
Directors  declaring such dividend is adopted,  as the case may be, shall be the
record date for such  determination of Members.  When a determination of Members
entitled  to vote at any  meeting of Members  has been made as  provided in this
section, such determination shall apply to any adjournment thereof.

                                 GENERAL MEETING

37. (a) Subject to paragraph  (c) hereof,  the Company  shall within one year of
its  incorporation  and in each year of its existence  thereafter hold a general
meeting as its annual  general  meeting and shall specify the meeting as such in
the notices  calling it. The annual  general  meeting shall be held at such time
and  place as the  Directors  shall  appoint  and if no other  time and place is
prescribed  by them,  it shall be held at the  registered  office on the  second
Wednesday in December of each year at ten o'clock in the morning.

     (b) At these  meetings  the  report  of the  Directors  (if  any)  shall be
presented.

     (c) If the  Company is  exempted as defined in the Statute it may but shall
not be obliged to hold an annual general meeting.

38.  (a) The  Directors  may  whenever  they  think  fit,  and they shall on the
requisition of Members of the Company  holding at the date of the deposit of the
requisition  not less  than  one-tenth  of such of the  paid-up  capital  of the
Company  as at the date of the  deposit  carries  the right of voting at general
meetings of the Company, proceed to convene a general meeting of the Company.

     (b) The  requisition  must  state the  objects of the  meeting  and must be
signed by the  requisitionists  and  deposited at the  registered  office of the
Company and may consist of several  documents in like form each signed by one or
more requisitionists.

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

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

                           NOTICE OF GENERAL MEETINGS

39.  Not less  than 10 and not more  than 60 days'  notice  shall be given of an
annual  general  meeting or any other  general  meeting.  Every  notice shall be
exclusive of the day on which it is given or deemed to be given and of the day

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for which it is given and shall specify the place, the day and the hour of the
meeting and the general nature of the business and shall be given in manner
hereinafter mentioned or in such other manner if any as may be prescribed by the
Company PROVIDED that a general meeting of the Company shall, whether or not the
notice specified in this regulation has been given and whether or not the
provisions of Article 38 have been complied with, be deemed to have been duly
convened if it is so agreed:

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

     (b) in the case of any other general meeting by a majority in number of the
Members  having a right to  attend  and vote at the  meeting,  being a  majority
together holding not less than  seventy-five per cent in nominal value or in the
case of shares without nominal or par value  seventy-five per cent of the shares
in issue, or their proxies.

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

                         PROCEEDINGS AT GENERAL MEETINGS

41. No business  shall be transacted at any general  meeting  unless a quorum of
Members is present at the time when the meeting  proceeds to  business;  Members
present  in person or by proxy  holding a  majority  of the  outstanding  shares
entitled to vote at the general meeting shall be a quorum and the business which
may be  conducted is business  which has been (a) brought  before the meeting at
the  direction  of the chairman of the  meeting;  or (b)  specified in a written
notice  given by or on behalf of a Member of record on the record  date for such
meeting  entitled to vote  thereat or a duly  authorised  proxy for such member.
Such notice must be delivered to the registered office of the Company, addressed
for the attention of the Secretary,  not less than 60 days nor more than 90 days
prior to the meeting  provided  that in the event that less than 70 day's notice
the date of the meeting is given or made to Members,  notice by the Member to be
timely must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the meeting was mailed was
made.  Such notice  shall set forth (i) a  description  of each item of business
proposed to be brought  before the meeting and the reasons for  conducting  such
business at such meeting;  (ii) the name and address of the person  proposing to
bring such business at such  meeting;  (iii) the class and number of shares held
of record,  held  beneficially and represented by proxy by such person as of the
record  date for the  meeting  and as of the date of such notice for the meeting
and as of the date of such notice;  and (iv) any material interest of the Member
in such item of  business.  No  business  shall be brought  before  any  general
meeting  otherwise  than as  provided in this  Article  41. The  chairman of the
meeting may, if the facts warrant,  determine  that a Member's  proposal was not
made in accordance with the foregoing procedure,  and if he should so determine,
he or she shall so declare to the meeting and the  defective  proposal  shall be
disregarded.

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<PAGE>

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

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

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

45. If at any general 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 shall choose one of their number to be Chairman
of the meeting.

46. The Chairman may, with the consent of any general  meeting duly  constituted
hereunder,  and shall if so directed by the  meeting,  adjourn the meeting  from
time to time and from place to place, but no business shall be transacted at any
adjourned  meeting other than the business  left  unfinished at the meeting from
which the adjournment took place. When a general meeting is adjourned for thirty
days or more,  notice of the adjourned  meeting shall be given as in the case of
an original  meeting;  save as  aforesaid  it shall not be necessary to give any
notice of an  adjournment  or of the business to be  transacted  at an adjourned
general meeting.

47. At any general  meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless a poll is, before or on the declaration of the
result of the show of  hands,  demanded  by the  Chairman  or any  other  Member
present in person or by proxy.

48. Unless a poll be so demanded a declaration by the Chairman that a resolution
has on a show of hands been carried, or carried unanimously,  or by a particular
majority,  or lost,  and an entry to that  effect in the  Company's  Minute Book
containing  the Minutes of the  proceedings  of the meeting  shall be conclusive
evidence of that fact  without  proof of the number or  proportion  of the votes
recorded in favour of or against such resolution.

49. The demand for a poll may be withdrawn.

                                      -12-
<PAGE>

50.  Except as provided  in Article  52, if a poll is duly  demanded it shall be
taken in such manner as the Chairman directs and the result of the poll shall be
deemed  to be the  resolution  of the  general  meeting  at  which  the poll was
demanded.

51.  In the case of an  equality  of votes,  whether  on a show of hands or on a
poll, the Chairman of the general meeting at which the show of hands takes place
or at which the poll is demanded, shall be entitled to a second or casting vote.

52.  A  poll  demanded  on  the  election  of a  Chairman  or on a  question  of
adjournment  shall be taken  forthwith.  A poll  demanded on any other  question
shall be taken at such time as the Chairman of the general  meeting  directs and
any  business  other  than  that  upon  which a poll  has  been  demanded  or is
contingent thereon may be proceeded with pending the taking of the poll.

                                VOTES OF MEMBERS

53.  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 of record present in
person or by proxy at a general  meeting shall have one vote and on a poll every
Member of record  present  in  person or by proxy  shall  have one vote for each
share registered in his name in the register of Members.

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

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

56. No Member  shall be  entitled to vote at any  general  meeting  unless he is
registered as a  shareholder  of the Company on the record date for such meeting
nor unless all calls or other sums presently payable by him in respect of shares
in the Company have been paid.

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

                                      -13-
<PAGE>

58. On a poll or on a show of hands votes may be given either  personally  or by
proxy.

                                     PROXIES

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

60. The  instrument  appointing  a proxy shall be  deposited  at the  registered
office of the Company or at such other place as is specified for that purpose in
the notice convening the meeting no later than the time for holding the meeting,
or  adjourned  meeting  provided  that the  Chairman  of the  Meeting may at his
discretion  direct that an instrument of proxy shall be deemed to have been duly
deposited  upon  receipt  of  telex,  cable or  telecopy  confirmation  from the
appointor  that  the  instrument  of  proxy  duly  signed  is in the  course  of
transmission to the Company.

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

62. A vote given in accordance with the terms of an instrument of proxy shall be
valid  notwithstanding  the  previous  death or  insanity  of the  principal  or
revocation of the proxy or of the authority  under which the proxy was executed,
or the  transfer  of the share in respect  of which the proxy is given  provided
that no intimation in writing of such death, insanity, revocation or transfer as
aforesaid  shall have been  received  by the  Company at the  registered  office
before the commencement of the general meeting, or adjourned meeting at which it
is sought to use the proxy.

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

64.  Shares  of its own  capital  belonging  to the  Company  or held by it in a
fiduciary  capacity shall not be voted,  directly or indirectly,  at any meeting
and shall not be counted in determining  the total number of outstanding  shares
at any given time.

                                      -14-
<PAGE>

                                    DIRECTORS

65. There shall be a Board of Directors  consisting of seven persons  (exclusive
of alternate  Directors) PROVIDED HOWEVER that the Company may from time to time
by ordinary  resolution increase or reduce the limits in the number of Directors
and provided that the number of Directors  appointed by the  subscribers  may be
eight (one of which shal resign on the day of appointment).  The first Directors
of the Company  shall be  determined in writing by, or appointed by a resolution
of, the subscribers of the Memorandum of Association or a majority of them.

66. The  remuneration to be paid to the Directors shall be such  remuneration as
the Directors shall determine.  Such remuneration shall be deemed to accrue from
day to day. The  Directors  shall also be entitled to be paid their  travelling,
hotel and other expenses  properly  incurred by them in going to,  attending and
returning from meetings of the Directors,  or any committee of the Directors, or
general meetings of the Company, or otherwise in connection with the business of
the  Company,  or to  receive a fixed  allowance  in  respect  thereof as may be
determined  by the Directors  from time to time, or a combination  partly of one
such method and partly the other.

67. The Directors may by resolution  award special  remuneration to any Director
of the Company  undertaking any special work or services for, or undertaking any
special  mission on behalf of, the Company other than his ordinary  routine work
as a Director.  Any fees paid to a Director  who is also counsel or solicitor to
the  Company,  or otherwise  serves it in a  professional  capacity  shall be in
addition to his remuneration as a Director.

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

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

70. A  shareholding  qualification  for Directors may be fixed by the Company in
general  meeting,  but  unless  and  until so fixed  no  qualification  shall be
required.

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

72. No person  shall be  disqualified  from the office of Director or  alternate
Director or prevented by such office from contracting with the Company, either

                                      -15-
<PAGE>

as vendor,  purchaser or otherwise,  nor shall any such contract or any contract
or transaction entered into by or on behalf of the Company in which any Director
or  alternate  Director  shall be in any way  interested  be or be  liable to be
avoided, nor shall any Director or alternate Director so contracting or being so
interested  be liable to account to the Company  for any profit  realised by any
such contract or transaction by reason of such Director holding office or of the
fiduciary relation thereby established. A Director (or his alternate Director in
his  absence)  shall  be at  liberty  to  vote in  respect  of any  contract  or
transaction in which he is so interested as aforesaid  PROVIDED HOWEVER that the
nature  of the  interest  of any  Director  or  alternate  Director  in any such
contract or  transaction  shall be  disclosed by him or the  alternate  Director
appointed by him at or prior to its consideration and any vote thereon.

73. A general  notice that a Director or alternate  Director is a shareholder of
any  specified  firm or  company  and is to be  regarded  as  interested  in any
transaction  with such firm or  company  shall be  sufficient  disclosure  under
Article  72 and after  such  general  notice it shall not be  necessary  to give
special notice relating to any particular transaction.

                               ALTERNATE DIRECTORS

74. Subject to the exception  contained in Article 82, a Director who expects to
be unable to attend Directors' Meetings because of absence, illness or otherwise
may appoint any person to be an alternate  Director to act in his stead and such
appointee whilst he holds office as an alternate Director shall, in the event of
absence  therefrom  of his  appointor,  be  entitled  to attend  meetings of the
Directors  and to  vote  thereat  and  to do,  in the  place  and  stead  of his
appointor,  any other act or thing which his  appointor is permitted or required
to do by virtue of his being a Director as if the  alternate  Director  were the
appointor,  other than appointment of an alternate to himself, and he shall ipso
facto vacate office if and when his appointor ceases to be a Director or removes
the appointee from office.  Any  appointment or removal under this Article shall
be effected by notice in writing under the hand of the Director making the same.

                         POWERS AND DUTIES OF DIRECTORS

75. The  business of the Company  shall be managed by the  Directors  (or a sole
Director  if  only  one is  appointed)  who may pay  all  expenses  incurred  in
promoting,  registering  and setting up the  Company,  and may exercise all such
powers of the Company as are not, from time to time by the Statute,  or by these
Articles, or such regulations, being not inconsistent with the aforesaid, as may
be prescribed by the Company in general meeting  required to be exercised by the
Company in general  meeting  PROVIDED  HOWEVER that no  regulations  made by the
Company in general meeting shall invalidate any prior act of the Directors which
would have been valid if that regulation had not been made.

76. The  Directors  may from time to time and at any time by powers of  attorney
appoint any company, firm, person or body of persons, whether nominated directly
or indirectly by the Directors, to be the attorney or attorneys of the Company

                                      -16-
<PAGE>

for  such  purpose  and with  such  powers,  authorities  and  discretions  (not
exceeding  those vested in or exercisable by the Directors under these Articles)
and for such period and subject to such  conditions  as they may think fit,  and
any such powers of attorney may contain such  provisions  for the protection and
convenience  of persons  dealing with any such  attorneys as the  Directors  may
think fit and may also authorise any such attorney to delegate all or any of the
powers, authorities and discretions vested in him.

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

78.  The  Directors  shall cause  minutes to be made in books  provided  for the
purpose:

     (a) of all appointments of officers made by the Directors;

     (b) of the names of the Directors  (including those represented  thereat by
an alternate or by proxy)  present at each meeting of the  Directors  and of any
committee of the Directors;

     (c) of all  resolutions  and proceedings at all meetings of the Company and
of the Directors and of committees of Directors.

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

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

                                   MANAGEMENT

81. (a) The  Directors  may from time to time provide for the  management of the
affairs of the Company in such manner as they shall think fit and the provisions
contained in the three next following  paragraphs shall be without  prejudice to
the general powers conferred by this paragraph.

     (b) The  Directors  from  time to time and at any time  may  establish  any
committees,  local  boards or agencies  for  managing  any of the affairs of the
Company and may appoint  any persons to be members of such  committees  or local
boards or any managers or agents and may fix their remuneration.

                                      -17-
<PAGE>

     (c) The  Directors  from time to time and at any time may  delegate  to any
such committee, local board, manager or agent any of the powers, authorities and
discretions  for the time being vested in the  Directors  and may  authorise the
members  for the time being of any such local  board,  or any of them to fill up
any  vacancies  therein  and to  act  notwithstanding  vacancies  and  any  such
appointment  or  delegation  may be made  on  such  terms  and  subject  to such
conditions  as the  Directors  may think fit and the  Directors  may at any time
remove any person so appointed and may annul or vary any such delegation, but no
person  dealing  in good  faith  and  without  notice of any such  annulment  or
variation shall be affected thereby.

     (d) Any such  delegates as aforesaid  may be authorised by the Directors to
subdelegate all or any of the powers, authorities,  and discretions for the time
being vested in them.

                               MANAGING DIRECTORS

82. The Directors may, from time to time, appoint one or more of their body (but
not an alternate  Director) to the office of Managing Director for such term and
at such remuneration (whether by way of salary, or commission,  or participation
in  profits,  or partly in one way and partly in  another) as they may think fit
but his appointment shall be subject to termination ipso facto if he ceases from
any cause to be a Director and no alternate Director appointed by him can act in
his stead as a Director or Managing Director.

83. The Directors may entrust to and confer upon a Managing  Director any of the
powers  exercisable  by them  upon  such  terms  and  conditions  and with  such
restrictions  as they  may  think  fit and  either  collaterally  with or to the
exclusion of their own powers and may from time to time revoke,  withdraw, alter
or vary all or any of such powers.

                            PROCEEDINGS OF DIRECTORS

84. Except as otherwise  provided by these  Articles,  the Directors  shall meet
together for the  despatch of  business,  convening,  adjourning  and  otherwise
regulating  their meetings as they think fit.  Questions  arising at any meeting
shall be decided by a majority of votes of the Directors and alternate Directors
present  at a  meeting  at which  there is a  quorum,  the vote of an  alternate
Director not being counted if his appointor be present at such meeting.  In case
of an equality of votes, the Chairman shall have a second or casting vote.

85. A Director or alternate  Director may, and the Secretary on the  requisition
of a Director or alternate  Director  shall, at any time summon a meeting of the
Directors by at least 5 days' notice in writing to every  Director and alternate
Director  which notice  shall set forth the place,  date and time of the meeting
and the general nature of the business to be considered  unless notice is waived
by all the  Directors  (or  their  alternates)  either  at,  before or after the
meeting is held and  PROVIDED  FURTHER  if notice is given in person,  by cable,
telex or telecopy the same shall be deemed to have been given on the day it is

                                      -18-
<PAGE>

delivered to the Directors or transmitting  organisation as the case may be. The
provisions of Article 40 shall apply mutatis mutandis with respect to notices of
meetings of Directors.

86. The quorum  necessary for the  transaction  of the business of the Directors
may be fixed by the  Directors  and unless so fixed  shall be a majority  of the
entire Board of Directors (being the total number of Directors which the Company
would have if there were no vacancies),  a Director and his appointed  alternate
Director being considered only one person for this purpose, PROVIDED ALWAYS that
if there shall at any time be only a sole  Director the quorum shall be one. For
the  purposes of this  Article an  alternate  Director or proxy  appointed  by a
Director  shall be  counted  in a quorum  at a  meeting  at which  the  Director
appointing him is not present.

87. The continuing  Directors may act notwithstanding any vacancy in their body,
but if and so long as their  number  is  reduced  below the  number  fixed by or
pursuant to these  Articles as the necessary  quorum of Directors the continuing
Directors  or  Director  may act for the  purpose  of  increasing  the number of
Directors to that number, or of summoning a general meeting of the Company,  but
for no other purpose.

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

89. The Directors  may delegate any of their powers to committees  consisting of
such member or members of the Board of Directors  (including Alternate Directors
in the absence of their  appointors)  as they think fit; any committee so formed
shall in the exercise of the powers so delegated conform to any regulations that
may be imposed on it by the Directors.

90. A committee may meet and adjourn as it thinks proper.  Questions  arising at
any meeting shall be  determined by a majority of votes of the members  present,
and in the case of an  equality  of votes the  Chairman  shall  have a second or
casting vote.

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

92. Members  of  the  Board  of  Directors  or of  any  committee  thereof   may
participate  in a  meeting  of the  Board  or of  such  committee  by  means  of
conference telephone or similar  communications  equipment by means of which all
persons  participating in the meeting can hear each other and participation in a
meeting pursuant to this provision shall constitute presence in person at such

                                      -19-
<PAGE>

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

93. (a) A Director may be  represented at any meetings of the Board of Directors
by a proxy  appointed  by him in which  event the  presence or vote of the proxy
shall for all purposes be deemed to be that of the Director.

      (b) The provisions of Articles 59-62 shall mutatis mutandis apply to the
appointment of proxies by Directors.

                         VACATION OF OFFICE OF DIRECTOR

94. The office of a Director shall be vacated:

     (a) if he gives notice in writing to the Company that he resigns the office
of Director;

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

     (c) if he is found a lunatic or becomes of unsound mind.

                      APPOINTMENT AND REMOVAL OF DIRECTORS

95.   (a)   Only persons who are nominated in accordance  with the  procedures
            set  forth  in  these  Articles  shall  be  eligible  to  serve as
            directors of the Company.  Nominations  of persons for election to
            the Board of the  Company  may be made at a meeting of Members (a)
            by or at the  direction  of the Board or (b) by any  Member of the
            Company  who is a Member of record at the time of giving of notice
            provided  for in this  Article  95, who shall be  entitled to vote
            for the  election of  directors  at the  meeting and who  complies
            with the notice  procedures  set forth in this  Article  95.  Such
            nominations,  other than those made by or at the  direction of the
            Board,  shall be made  pursuant to timely notice in writing to the
            secretary of the Company.  To be timely,  a Member's  notice shall
            be  delivered  to  or  mailed  and  received  at  the   [principal
            executive  offices]  of the Company not less than 60 days nor more
            than 90 days prior to the meeting:  PROVIDED HOWEVER,  that in the
            event that less than 70 days'  notice  the date of the  meeting is
            given or made to Members,  notice by the Members to be timely must
            be so  received  not later than the close of business on the tenth
            day  following  the  day on  which  such  notice  of the  date  of
            meeting.  Such  Member's  notice  shall  set  forth (x) as to each

                                      -20-
<PAGE>

            person  who the  Member  proposes  to  nominate  for  election  or
            reelection as a director all  information  relating to such person
            that is required to be disclosed in  solicitations  of proxies for
            election of directors,  or is otherwise  required  (including such
            person's  written consent to being named in the proxy statement as
            a nominee and to serving as a director if elected);  (y) as to the
            Member giving the notice (A) the name and address,  as they appear
            on the  Company's  books,  of such  Member  and (B) the  class and
            number of shares of the Company  which are  beneficially  owned by
            such Member;  and (z) as to the beneficial owner, if any, on whose
            behalf the  nomination  is made,  (A) the name and address and (B)
            the  class  and  number  of  shares  of  the  Company   which  are
            beneficially  owned by such  person.  At the request of the Board,
            any  person  nominated  by the Board for  election  as a  director
            shall  furnish to the  secretary of the Company  that  information
            required to be set forth in a Member's notice of nomination  which
            pertains to the  nominee.  The chairman of the meeting  shall,  if
            the facts  warrant,  determine  and declare to the meeting  that a
            nomination  was  not  made  in  accordance   with  the  procedures
            prescribed by the Articles,  and if he or she should so determine,
            he or she  shall  so  declare  to the  meeting  and the  defective
            nomination shall be disregarded.

     (b)  Except  as  otherwise  provided  by  law  or by  these  Articles,  the
          directors  shall be elected at the annual  meeting of the  Members and
          the persons  receiving the greatest  number of votes, up to the number
          of  directors  to be  elected,  shall be the  directors.  Subject to a
          director's  earlier  removal as provided in Article 94, each  director
          shall  hold  office  until his or her  successor  shall have been duly
          elected and shall have qualified.

     (c)  Subject to Article 94, a director may be removed only at any annual or
          general  meeting of  Members,  by the  holders  of a  majority  of the
          outstanding  shares of the Company  entitled to vote at an election of
          directors.

96. The Directors  shall have power at any time and from time to time to appoint
any person to be a Director,  either to fill a casual  vacancy or as an addition
to the existing  Directors but so that the total amount of Directors  (exclusive
of  alternate  Directors)  shall  not at any time  exceed  the  number  fixed in
accordance with these Articles.

                              PRESUMPTION OF ASSENT

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

                                      -21-
<PAGE>

                                      SEAL

98. (a) The Company may, if the Directors so determine, have a Seal which shall,
subject to paragraph (c) hereof,  only be used by the authority of the Directors
or of a committee of the  Directors  authorised  by the Directors in that behalf
and every  instrument  to which the Seal has been affixed shall be signed by one
person who shall be either a Director or the Secretary or some person  appointed
by the Directors for the purpose.

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

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

                                    OFFICERS

99. The Company may have a Chief Executive Officer, President, a Chief Financial
Officer, a Secretary and Treasurer  appointed by the Directors who may also from
time to time appoint one or more Vice  Presidents (any of whom may be designated
Executive Vice  Presidents,  Senior Vice Presidents or otherwise) and such other
officers as they consider  necessary,  all for such terms, at such  remuneration
and  to  perform   such   duties,   and  subject  to  such   provisions   as  to
disqualification and removal as the Directors from time to time prescribe.

                      DIVIDENDS, DISTRIBUTIONS AND RESERVE

100.  Subject  to the  Statute,  the  Directors  may from  time to time  declare
dividends  (including  interim  dividends)  and  distributions  on shares of the
Company  outstanding  and authorise  payment of the same out of the funds of the
Company lawfully available therefor.

101. The Directors may, before declaring any dividends or distributions, set
aside such sums as they think proper as a reserve or reserves which shall at the
discretion of the Directors, be applicable for any purpose of the Company and
pending such application may, at the like discretion, be employed in the
business of the Company.

102. No dividend or distribution shall be payable except out of the profits of
the Company, realised or unrealised, or out of the share premium account or as
otherwise permitted by the Statute.

103. Subject to the rights of persons, if any, entitled to shares with special
rights as to dividends or distributions, if dividends or distributions are to be

                                      -22-
<PAGE>

declared on a class of shares they shall be declared  and paid  according to the
amounts paid or credited as paid on the shares of such class  outstanding on the
record date for such dividend or  distribution  as determined in accordance with
these  Articles  but no amount paid or credited as paid on a share in advance of
calls shall be treated for the purpose of this Article as paid on the share.

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

105. The Directors may declare that any dividend or  distribution be paid wholly
or partly by the  distribution  of specific  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  where  any  difficulty   arises  in  regard  to  such
distribution,  the Directors may settle the same as they think  expedient and in
particular may issue fractional  certificates and fix the value for distribution
of such specific assets or any part thereof and may determine that cash payments
shall be made to any Members  upon the footing of the value so fixed in order to
adjust  the  rights  of all  Members  and may vest any such  specific  assets in
trustees as may seem expedient to the Directors.

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

107. No dividend or distribution shall bear interest against the Company.

                                 CAPITALISATION

108.  The  Company  may upon the  recommendation  of the  Directors  by ordinary
resolution  authorise the Directors to capitalise any sum standing to the credit
of any of the Company's  reserve  accounts  (including share premium account and
capital redemption reserve fund) or any sum standing to the credit of profit and
loss account or otherwise available for distribution and to appropriate such sum
to  Members  in the  proportions  in which  such sum would  have been  divisible
amongst them had the same been a distribution  of profits by way of dividend and
to apply  such sum on their  behalf  in paying up in full  unissued  shares  for
allotment and distribution  credited as fully paid up to and amongst them in the
proportion  aforesaid.  In such event the Directors shall do all acts and things
required to give effect to such capitalisation, with full power to the Directors
to make  such  provisions  as they  think  fit for the case of  shares  becoming
distributable  in  fractions  (including   provisions  whereby  the  benefit  of
fractional  entitlements  accrue  to the  Company  rather  than  to the  Members

                                      -23-
<PAGE>

concerned).  The Directors may authorise any person to enter on behalf of all of
the Members  interested  into an agreement  with the Company  providing for such
capitalisation  and matters incidental thereto and any agreement made under such
authority shall be effective and binding on all concerned.

                                BOOKS OF ACCOUNT

109. The  Directors  shall cause proper books of account to be kept with respect
to:

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

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

     (c) 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.

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

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

                                      AUDIT

112.  The  Company  may at any  annual  general  meeting  appoint  an Auditor or
Auditors  of the Company  who shall hold  office  until the next annual  general
meeting and may fix his or their remuneration.

113.  The  Directors  may before the first  annual  general  meeting  appoint an
Auditor or Auditors of the Company who shall hold office  until the first annual
general  meeting  unless  previously  removed by an ordinary  resolution  of the
Members in general meeting in which case the Members at that meeting may appoint
Auditors. The Directors may fill any casual vacancy in the office of Auditor but
while  any such  vacancy  continues  the  surviving  or  continuing  Auditor  or
Auditors,  if any, may act.  The  remuneration  of any Auditor  appointed by the
Directors under this Article may be fixed by the Directors.

                                      -24-
<PAGE>

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

115.  Auditors  shall  at  the  next  annual  general  meeting  following  their
appointment  and at any other time during their term of office,  upon request of
the  Directors  or any  general  meeting  of the  Members,  make a report on the
accounts of the Company in general meeting during their tenure of office.

                                     NOTICES

116.  Notices  shall be in writing and may be given by the Company to any Member
either personally or by sending it by post,  cable,  telex or telecopy to him or
to his address as shown in the register of Members,  such notice,  if mailed, to
be forwarded airmail if the address be outside the Cayman Islands.

117.  (a) Where a notice is sent by post,  service of the notice shall be deemed
to  be  effected  by  properly  addressing,  pre-paying  and  posting  a  letter
containing  the notice,  and to have been  effected at the  expiration  of sixty
hours after the letter containing the same is posted as aforesaid.

     (b) Where a notice is sent by cable,  telex,  or  telecopy,  service of the
notice shall be deemed to be effected by properly  addressing,  and sending such
notice through a transmitting  organisation and to have been effected on the day
the same is sent as aforesaid.

118.  A notice may be given by the  Company to the joint  holders of record of a
share by giving the notice to the joint  holder  first named on the  register of
Members in respect of the share.

119.  A notice may be given by the  Company  to the person or persons  which the
Company has been advised are entitled to a share or shares in consequence of the
death or bankruptcy of a Member by sending it through the post as aforesaid in a
pre-paid letter addressed to them by name, or by the title of representatives of
the deceased,  or trustee of the  bankrupt,  or by any like  description  at the
address supplied for that purpose by the persons claiming to be so entitled,  or
at the  option of the  Company  by giving  the notice in any manner in which the
same might have been given if the death or bankruptcy had not occurred.

120. Notice of every general  meeting shall be given in any manner  hereinbefore
authorised to:

     (a) every  person  shown as a Member in the  register  of Members as of the
record date for such meeting except that in the case of joint holders the notice

                                      -25-
<PAGE>

shall be  sufficient if given to the joint holder first named in the register of
Members.

     (b) every person upon whom the  ownership of a share  devolves by reason of
his being a legal personal representative or a trustee in bankruptcy of a Member
of record  where the Member of record but for his death or  bankruptcy  would be
entitled to receive notice of the meeting; and

No other person shall be entitled to receive notices of general meetings.

                                   WINDING UP

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

122. If the Company shall be wound up, and the assets available for distribution
amongst  the  Members  as such shall be  insufficient  to repay the whole of the
paid-up 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 which  ought to have been 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  amongst the Members shall be more than sufficient to
repay the whole of the capital  paid up at the  commencement  of the winding up,
the excess shall be distributed amongst the Members in proportion to the capital
paid  up at the  commencement  of the  winding  up on the  shares  held  by them
respectively.  This  Article  is to be  without  prejudice  to the rights of the
holders of shares issued upon special terms and conditions.

                                    INDEMNITY

123.  The  Directors  and  officers  for the time being of the  Company  and any
trustee  for the time  being  acting in  relation  to any of the  affairs of the
Company and their heirs, executors,  administrators and personal representatives
respectively  shall be  indemnified  out of the assets of the  Company  from and
against all actions,  proceedings,  costs, charges, losses, damages and expenses
which  they or any of them  shall or may incur or  sustain  by reason of any act
done or omitted  in or about the  execution  of their  duty in their  respective
offices or  trusts,  except  such (if any) as they shall  incur or sustain by or
through their own wilful neglect or default  respectively  and no such Director,

                                      -26-
<PAGE>

officer or trustee  shall be  answerable  for the acts,  receipts,  neglects  or
defaults of any other Director, officer or trustee or for joining in any receipt
for the sake of conformity or for the solvency or honesty of any banker or other
persons  with whom any monies or effects  belonging to the Company may be lodged
or deposited  for safe  custody or for any  insufficiency  of any security  upon
which any monies of the  Company may be invested or for any other loss or damage
due to any such cause as aforesaid or which may happen in or about the execution
of his office or trust unless the same shall happen  through the wilful  neglect
or default of such Director, Officer or trustee.

                                 FINANCIAL YEAR

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

                             AMENDMENTS OF ARTICLES

125.  Subject to the Statute,  the Company may at any time and from time to time
by Special Resolution alter or amend these Articles in whole or in part.

                         TRANSFER BY WAY OF CONTINUATION

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

                                      -27-
<PAGE>

DATED 13th day of June, 2000.


      /S/ LINDA MARTIN
------------------------------------
Linda Martin, Attorney-at-Law
PO Box 309, Grand Cayman




      /S/ PAMELA J. WOAN
------------------------------------
Pamela J. Woan, Attorneys-at-Law
PO Box 309, Grand Cayman




      /S/ VERA ROCKETT
----------------------
Witness to the above signatures





I, Cindy Y. Jefferson-Bulgin,  Dep. Registrar of Companies in and for the Cayman
Islands  HEREBY  CERTIFY that this is a true and correct copy of the Articles of
Association of this Company duly incorporated on the 14th day of June, 2000.

                                                      /S/ CINDY JEFFERSON-BULGIN
                                            ------------------------------------
                                                   Dep. Registrar of Companies

                                      -28-