<PAGE>

                                                                     Exhibit 1.2

Registered Number: 3234033


                               The Companies Acts


                        Public Company Limited by Shares


                                       NEW

                             ARTICLES OF ASSOCIATION

                                       of

                     CAMBRIDGE ANTIBODY TECHNOLOGY GROUP plc

                        (Adopted by a special resolution
                           passed on 1 February 2002)




                       Incorporated on the 5th August 1996



                               CMS Cameron McKenna
                                   Mitre House
                              160 Aldersgate Street
                                 London EC1A 4DD

                              T +44(0)20 7367 3000
                              F +44(0)20 7367 2000

<PAGE>

                                Table of Contents

<TABLE>
<S>                                                                          <C>
      DEFINITIONS AND INTERPRETATION ......................................   1
1.    Definitions and interpretation ......................................   1
2.    Table "A" excluded ..................................................   6
3.    Form of resolutions .................................................   6
      SHARE CAPITAL .......................................................   6
4.    Share capital .......................................................   6
5.    Rights attached to shares ...........................................   6
6.    Redeemable shares ...................................................   6
7.    Unissued shares .....................................................   7
8.    Payment of commissions ..............................................   7
9.    Trusts not recognised ...............................................   7
10.   Variation of rights .................................................   7
11.   Matters not constituting a variation of rights ......................   8
      SHARE CERTIFICATES ..................................................   8
12.   Right to certificates ...............................................   8
13.   Issue of certificate to joint holders ...............................   9
14.   Sealing of certificates .............................................   9
15.   Replacement certificates ............................................   9
      LIEN ................................................................  10
16.   Company's lien ......................................................  10
17.   Enforcing lien by sale after notice .................................  10
18.   Manner of sale ......................................................  10
19.   Application of sale proceeds ........................................  11
      CALLS ON SHARES .....................................................  11
20.   Calls ...............................................................  11
21.   Time of call ........................................................  11
22.   Liability of joint holders ..........................................  11
23.   Interest ............................................................  12
24.   Sums due on allotment or by way of instalment treated as calls ......  12
25.   Power to differentiate ..............................................  12
26.   Advance payment of calls ............................................  12
      FORFEITURE OF SHARES ................................................  13
27.   Notice if call not paid .............................................  13
28.   Forfeiture if notice not complied with ..............................  13
29.   Notice of forfeiture ................................................  13
30.   Sale of forfeited share .............................................  14
31.   Arrears to be paid notwithstanding forfeiture .......................  14
32.   Statutory declaration and validity of sale ..........................  15
      UNTRACED SHAREHOLDERS ...............................................  15
</TABLE>

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<TABLE>
<S>                                                                          <C>
33.  Power to sell shares of untraced shareholders .......................   15
34.  Manner of sale and creation of debt in respect of net proceeds ......   16
     TRANSFER OF SHARES ..................................................   17
35.  Form and execution of transfer ......................................   17
36.  Right to refuse registration of partly paid share ...................   17
37.  Other rights to refuse registration .................................   17
38.  Notice of refusal ...................................................   18
39.  Suspension of registration ..........................................   18
40.  No fee for registration .............................................   18
41.  Retention of documents ..............................................   19
42.  Destruction of documents ............................................   19
     TRANSMISSION OF SHARES ..............................................   20
43.  Transmission on death ...............................................   20
44.  Election by person entitled by transmission .........................   20
45.  Rights in respect of the share ......................................   21
     ALTERATION OF CAPITAL ...............................................   21
46.  Increase, consolidation, sub-division and cancellation ..............   21
47.  Fractions ...........................................................   22
48.  Reduction of capital ................................................   22
     STOCK ...............................................................   22
49.  Conversion of shares into stock .....................................   22
50.  Transfer of stock ...................................................   23
51.  Rights attaching to stock ...........................................   23
52.  Articles applicable to stock ........................................   23
     PURCHASE OF OWN SHARES ..............................................   23
53.  Purchase of own shares ..............................................   23
     GENERAL MEETINGS ....................................................   24
54.  Annual general meetings .............................................   24
55.  Extraordinary general meetings ......................................   24
56.  Convening an extraordinary general meeting ..........................   24
     SEPARATE GENERAL MEETINGS ...........................................   24
57.  Separate general meetings ...........................................   24
     NOTICE OF GENERAL MEETINGS ..........................................   25
58.  Length of notice period .............................................   25
59.  Omission or non-receipt of notice ...................................   25
     PROCEEDINGS AT GENERAL MEETINGS .....................................   26
60.  Quorum ..............................................................   26
61.  Procedure if quorum not present .....................................   26
62.  Chairman of general meeting .........................................   26
63.  Directors' right to attend and speak ................................   27
64.  Meeting at more than one place and/or in a series of rooms ..........   27
65.  Security arrangements ...............................................   28
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                   <C>
66.  Adjournments .................................................................    28
67.  Notice of adjourned meeting ..................................................    29
68.  Method of voting .............................................................    29
69.  Right to withdraw demand for a poll ..........................................    30
70.  Procedure if poll demanded ...................................................    30
71.  When poll to be taken ........................................................    30
72.  Continuance of other business after poll demanded ............................    31
73.  Chairman's casting vote ......................................................    31
74.  Proposal or amendment of resolution ..........................................    31
75.  Amendment of resolution ruled out of order ...................................    31
     VOTES OF MEMBERS .............................................................    32
76.  Votes of members .............................................................    32
77.  Votes of joint holders .......................................................    32
78.  Votes of member suffering incapacity .........................................    32
79.  No right to vote where sums overdue on shares ................................    32
80.  Votes on a poll ..............................................................    33
81.  Suspension of rights where non-disclosure of interest ........................    33
82.  Objections or errors in voting ...............................................    35
     PROXIES ......................................................................    36
83.  Execution of an instrument of proxy ..........................................    36
84.  Times for deposit of an instrument of proxy ..................................    37
85.  Form of proxy ................................................................    38
86.  Validity of proxy ............................................................    38
87.  Maximum validity of proxy ....................................................    38
     DIRECTORS ....................................................................    39
88.  Number of Directors ..........................................................    39
89.  No shareholding qualification for Directors ..................................    39
     REMUNERATION OF DIRECTORS ....................................................    39
90.  Ordinary remuneration ........................................................    39
91.  Expenses .....................................................................    40
92.  Extra remuneration ...........................................................    40
     ALTERNATE DIRECTORS ..........................................................    40
93.  Appointment, removal and resignation .........................................    40
94.  Alternate to be responsible for his own acts and remuneration of alternate ...    41
     EXECUTIVE DIRECTORS ..........................................................    42
95.  Executive Directors ..........................................................    42
     POWERS AND DUTIES OF DIRECTORS ...............................................    42
96.  General powers of the Company vested in the Board ............................    42
     DELEGATION OF DIRECTORS' POWERS ..............................................    43
97.  Agents .......................................................................    43
98.  Delegation to individual Directors ...........................................    43
99.  Delegation to committees .....................................................    43
</TABLE>

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<TABLE>
<S>                                                                                   <C>
      SPECIFIC POWERS ..............................................................   44
100.  Provision for employees ......................................................   44
101.  Borrowing Powers .............................................................   45
      APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS .............................   53
102.  Number to retire by rotation .................................................   53
103.  Identity of Directors to retire ..............................................   53
104.  Retiring Director to remain in office until successor appointed ..............   53
105.  Eligibility for appointment as a Director ....................................   53
106.  Power of the Company to appoint Directors ....................................   54
107.  Power of the Board to appoint Directors ......................................   54
108.  Position of retiring Directors ...............................................   55
109.  Company's power to remove a Director and appoint another in his place ........   55
110.  Vacation of office by Directors ..............................................   55
111.  Directors over the age of seventy years to stand for reappointment annually ..   56
      DIRECTORS' INTERESTS .........................................................   57
112.  Contracts between a Director and the Company or a company in which the .......
      Company is interested ........................................................   57
      DIRECTORS' GRATUITIES AND PENSIONS ...........................................   61
113.  Directors' gratuities and pensions ...........................................   61
      PROCEEDINGS OF THE BOARD .....................................................   62
114.  Board meetings ...............................................................   62
115.  Notice of Board meetings .....................................................   62
116.  Voting .......................................................................   62
117.  Quorum .......................................................................   62
118.  Board vacancies below minimum number .........................................   63
119.  Appointment of chairman ......................................................   63
120.  Competence of the Board ......................................................   63
121.  Participation in meetings by telephone .......................................   63
122.  Written resolutions ..........................................................   64
123.  Registers ....................................................................   64
124.  Company books ................................................................   64
125.  Validity of acts of the Board or a committee .................................   65
      SECRETARY ....................................................................   65
126.  Appointment of Secretary .....................................................   65
      THE SEAL .....................................................................   65
127.  Use of seal ..................................................................   65
128.  Execution as a deed without sealing ..........................................   66
129.  Securities Seal ..............................................................   66
130.  Official seal ................................................................   66
131.  Authentication of documents ..................................................   66
      DIVIDENDS ....................................................................   67
132.  Company may declare dividends ................................................   67
</TABLE>

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<TABLE>
<S>                                                                             <C>
133.  Board may pay interim dividends and fixed dividends ...................   67
134.  Calculation and currency of dividends .................................   67
135.  Non-cash dividends ....................................................   68
136.  Scrip dividends .......................................................   68
137.  Right to deduct amounts due on shares from dividends ..................   71
138.  No interest on dividends ..............................................   71
139.  Payment procedure .....................................................   71
140.  Receipt by joint holders ..............................................   72
141.  Where payment of dividends need not be made ...........................   72
142.  Forfeiture of unclaimed dividends .....................................   72
      CAPITALISATION OF PROFITS .............................................   73
143.  Capitalisation of profits .............................................   73
      RECORD DATES ..........................................................   74
144.  Power to choose record date ...........................................   74
      ACCOUNTS ..............................................................   74
145.  Records to be kept ....................................................   74
146.  Copy of accounts to be sent to members ................................   74
147.  Inspection of records .................................................   75
      NOTICES ...............................................................   75
148.  Form of Notices .......................................................   75
149.  Service of notice .....................................................   75
150.  When notice deemed served .............................................   76
151.  Service of notice on person entitled by transmission ..................   77
152.  Record date for service ...............................................   77
153.  Notice when post not available ........................................   78
      WINDING-UP ............................................................   78
154.  Distribution in kind ..................................................   78
155.  Power of sale .........................................................   79
      INDEMNITY .............................................................   79
156.  Officer's indemnity ...................................................   79
</TABLE>

<PAGE>

Registered Number: 3234033

                               The Companies Acts

                        Public Company Limited by Shares

                                       NEW

                             ARTICLES OF ASSOCIATION

                                       of

                     CAMBRIDGE ANTIBODY TECHNOLOGY GROUP plc

           (Adopted by a special resolution passed on 1 February 2002)

                         DEFINITIONS AND INTERPRETATION

1.    Definitions and interpretation

1.1   In these Articles, the following words and expressions have the meanings
      set opposite them:-

      "Act"                   the Companies Act 1985

      "address"               includes (but only in relation to electronic
                              communications) any number or address used for the
                              purposes of such communications

      "these Articles"        these articles of association as originally
                              adopted or as altered from time to time

      "Auditors"              the auditors of the Company for the time being or,
                              in the case of joint auditors, any one of them

<PAGE>

      "Board"                               the board of Directors from time to
                                            time of the Company or those
                                            Directors present at a duly convened
                                            meeting of the Directors at which a
                                            quorum is present

      "clear days"                          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

      "communication"                       as defined in the Electronic
                                            Communications Act 2000

      "Director"                            a director for the time being of the
                                            Company

      "electronic communication"            as defined in the Electronic
                                            Communications Act 2000

      "holder"                              in relation to shares, the member
                                            whose name is entered in the
                                            register as the holder of the shares

      "London Stock Exchange"               London Stock Exchange plc

      "member"                              a member of the Company

      "Office"                              the registered office of the Company

      "paid up"                             paid up or credited as paid up

      "person entitled by transmission"     a person entitled to a share in
                                            consequence of the death or
                                            bankruptcy of a member or of any
                                            other event giving rise to its
                                            transmission by operation of law

                                      -2-

<PAGE>

                                            and whose name is entered in the
                                            register in respect of the share

     "recognised clearing house"            a recognised clearing house within
                                            the meaning of the Financial
                                            Services and Markets Act 2000 acting
                                            in relation to a recognised
                                            investment exchange

     "recognised investment exchange"       a recognised investment exchange
                                            within the meaning of the Financial
                                            Services and Markets Act 2000

     "register"                             the register of members of the
                                            Company

     "Regulations"                          the Uncertificated Securities
                                            Regulations 1995

     "relevant system"                      a relevant system as defined in the
                                            Regulations

     "Seal"                                 the common seal of the Company or
                                            any official seal kept by the
                                            Company pursuant to the Statutes

     "Secretary"                            the secretary of the Company or any
                                            other person appointed to perform
                                            the duties of the secretary of the
                                            Company, including a joint,
                                            assistant or deputy secretary and
                                            any person appointed to perform the
                                            duties of secretary temporarily or
                                            in any particular case

     "Securities Seal"                      the facsimile of the Seal, having
                                            the word "securities" on its face
                                            adopted by the Board for the
                                            purposes of sealing securities
                                            issued by the Company and

                                      -3-

<PAGE>

                                            sealing documents creating or
                                            evidencing securities so issued

     "Statutes"                             every statute (including any
                                            statutory instrument, order,
                                            regulation or subordinate
                                            legislation made under it) for the
                                            time being in force concerning
                                            companies and affecting the Company

     "system's rules"                       the rules, regulations, procedures,
                                            facilities and requirements of the
                                            relevant system concerned

     "transfer instruction"                 a properly authenticated
                                            dematerialised instruction on a
                                            relevant system in accordance with
                                            the Regulations in such form, in
                                            such manner and from such person as
                                            the Directors may determine

     "UK  Listing Authority"                the Financial Services Authority
                                            acting in its capacity as the
                                            competent authority for the purposes
                                            of Part IV of the Financial Services
                                            and Markets Act 2000 and in the
                                            exercise of its functions in respect
                                            of the admission to the Official
                                            List of the UK Listing Authority
                                            otherwise than in accordance with
                                            Part IV of that Act

     "United Kingdom"                       Great Britain and Northern Ireland

1.2  The expressions "debenture" and "debenture holder" include "debenture
     stock" and "debenture stockholder".

1.3  References to writing include any method of reproducing or representing
     words in a legible and non-transitory form.

                                       -4-

<PAGE>

1.4    References to a document being executed include references to its being
       executed under hand or under seal or by any other method.

1.5    References to the execution of an electronic communication include
       references to its being executed by such means as the Board may from time
       to time approve (including for the purpose of establishing the
       authenticity or integrity of the communication). Except insofar as these
       Articles expressly require a communication to be in writing, any
       electronic communication purporting to contain a copy of a document need
       not be in writing provided that it faithfully and intelligibly reproduces
       all the relevant information given in writing in the document. References
       to anything given, sent or received by, or contained in, an electronic
       communication include references to its being published on a web site and
       such publication being notified (by electronic communication or
       otherwise) to the relevant person in such manner that, where relevant,
       that person would be deemed to have notice of it, and access on that web
       site to it, for at least the duration of any relevant period of notice or
       availability prescribed by these Articles or by the Statutes.

1.6    Unless the context otherwise requires, any words or expressions defined
       in the Statutes bear the same meaning in these Articles (or any part of
       these Articles) as the meaning in force at the date of the adoption of
       these Articles (or that part), save that the word "company" shall include
       any body corporate.

1.7    A reference to a Statute or to a provision of a Statute includes any
       amendment or re-enactment of it.

1.8    Words importing the singular number only include the plural and vice
       versa. Words importing the masculine gender include the feminine and
       neuter gender. Words importing persons include corporations.

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

1.10   References to any security as being in certificated form or
       uncertificated form refer, respectively, to the security being a
       certificated unit of a security or an uncertificated unit of a security
       for the purposes of the Regulations.

                                      -5-

<PAGE>

1.11   Headings are inserted for convenience only and shall not affect the
       construction of these Articles.

2.     Table "A" excluded

       None of the regulations contained in Table A in the Schedule to the
       Companies (Tables A to F) Regulations 1985 or any other Statute shall
       apply to the Company.

3.     Form of resolutions

       A special or extraordinary resolution shall be effective for any purpose
       for which an ordinary resolution is expressed to be required under the
       Statutes or these Articles and a special resolution shall be effective
       for any purpose for which an extraordinary resolution is expressed to be
       required.

                                  SHARE CAPITAL

4.     Share capital

       The capital of the Company at the date of the adoption of these Articles
       is (pound)5,000,000 divided into 50,000,000 ordinary shares of 10p each.

5.     Rights attached to shares

       Subject to the Statutes and without prejudice to any rights attached to
       any existing shares, any share may be issued with such rights or
       restrictions as the Company may by ordinary resolution determine (or, in
       the absence of any such determination or in so far as such ordinary
       resolution does not make specific provision, as the Board may determine).

6.     Redeemable shares

       Subject to the Statutes and without prejudice to any rights attached to
       any existing shares, shares may be issued which are to be redeemed or
       which are liable to be redeemed at the option of the Company or of the
       holder on such terms and in such manner as may be provided for by these
       Articles.

                                      -6-

<PAGE>

7.     Unissued shares

       Subject to the Statutes and these Articles, the Board may offer, allot,
       grant options over, or otherwise dispose of unissued shares or rights to
       subscribe for, or to convert any security into, such shares to such
       persons and on such terms as it thinks fit.

8.     Payment of commissions

       The Company may exercise the powers of paying commissions and brokerage
       conferred or permitted by the Statutes. Subject to the Statutes, any such
       commission may be satisfied by the payment of cash or by the allotment
       (or an option to call for the allotment) of fully or partly paid shares
       or partly in one way and partly the other.

9.     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 recognise (except as otherwise provided by these Articles or by law or
       under an order of a court of competent jurisdiction) any interest in any
       share except an absolute right to the whole of the share in the holder.

10.    Variation of rights

       Subject to the Statutes, all or any of the rights attached to any class
       of shares may (unless otherwise provided by the terms of issue of the
       shares of that class) be varied with the written consent (including by
       electronic communication) of the holders of three-fourths in nominal
       value of the issued shares of that class, or with the sanction of an
       extraordinary resolution passed at a separate meeting of the holders of
       the shares of that class. The provisions of the Statutes and of these
       Articles relating to general meetings shall mutatis mutandis apply to any
       such separate meeting, except that: (a) the necessary quorum shall be a
       person or persons holding or representing by proxy not less than
       one-third in nominal amount of the issued shares of that class or, at any
       adjourned meeting of holders of shares of that class at which such a
       quorum is not present, shall be any such

                                      -7-

<PAGE>

       holder who is present in person or by proxy whatever the number of shares
       held by him; (b) any holder of shares of that class present in person or
       by proxy may demand a poll; and (c) every holder of shares of that class
       shall on a poll have one vote in respect of every share of that class
       held by him.

11.    Matters not constituting a variation of rights

11.1   The rights attached to any share or class of shares shall not, unless
       otherwise expressly provided by its terms of issue, be deemed to be
       varied by:

       11.1.1  the creation or issue of further shares ranking pari passu with
               it; or

       11.1.2  the purchase by the Company of any of its own shares.

                               SHARE CERTIFICATES

12.    Right to certificates

       Subject as provided below, every person, whose name is entered in the
       register as a holder of shares in the Company, shall be entitled, within
       the time specified by the Statutes and without payment, to one
       certificate for all the shares of each class registered in his name. Upon
       a transfer of part of the shares of any class registered in his name,
       every holder shall be entitled without payment to one certificate for the
       balance of his holding. Upon request and upon payment, for every
       certificate after the first, of such reasonable sum (if any) as the Board
       may determine, every holder shall be entitled to receive several
       certificates for shares of one class registered in his name (subject to
       surrender for cancellation of any existing certificate representing such
       shares). Every holder shall be entitled to receive one certificate in
       substitution for several certificates for shares of one class registered
       in his name upon surrender to the Company of all the share certificates
       representing such shares. No certificate will normally be issued in
       respect of shares held by a recognised clearing house or a nominee of a
       recognised clearing house or of a recognised investment exchange. The
       above provisions in relation to certificates shall not apply in respect
       of shares held in uncertificated form (and for this purpose, holdings of
       the same holder or joint holders held in certificated

                                      -8-

<PAGE>

        form and uncertificated form shall, unless the Board otherwise
        determines, be treated as separate holdings).

13.     Issue of certificate to joint holders

        Subject as provided in Article 12, the Company shall not be bound to
        issue more than one certificate in respect of shares registered in
        the names of two or more persons and delivery of a certificate to one
        joint holder shall be a sufficient delivery to all of them.

14.     Sealing of certificates

        Every certificate for shares shall be issued under the Seal or the
        Securities Seal (or in such other manner as the Board, having regard
        to the terms of issue, the Statutes and the regulations of the UK
        Listing Authority, may authorise) and shall specify the shares to
        which it relates, the distinguishing number (if any) of the shares
        and the amount paid up on the shares. The Board may determine, either
        generally or in relation to any particular case, that any signature
        on any certificate need not be autographic but may be applied by some
        mechanical or other means, or printed on the certificate, or that
        certificates need not be signed.

15.     Replacement certificates

        Subject as provided below, if a share certificate is worn out,
        defaced or damaged then, upon its surrender to the Company, it shall
        be replaced free of charge. If a share certificate is or is alleged
        to have been lost or destroyed it may be replaced without fee but on
        such terms (if any) as to evidence and indemnity and to payment of
        any exceptional out-of-pocket expenses of the Company in
        investigating such evidence and preparing such indemnity as the Board
        thinks fit. The above provisions shall not apply in respect of shares
        held in uncertificated form.

                                      -9-

<PAGE>

                                      LIEN

16.     Company's 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) called or payable at a fixed time in respect of that share. The
        Company's lien on a share shall extend to any amount payable thereon or
        in respect of it. The Board may at any time resolve that any share
        shall be wholly or in part exempt from this Article.

17.     Enforcing lien by sale after notice

        The Company may sell, in such manner as the Board determines, any
        shares on which the Company has a lien if a sum in respect of which the
        lien exists is presently payable and is not paid within fourteen clear
        days after a notice has been given to the holder of the share or the
        person entitled by transmission to his share, demanding payment and
        stating that if the notice is not complied with the shares will be
        sold.

18.     Manner of sale

18.1    To give effect to a sale pursuant to Article 17, the Board may
        authorise and instruct some person (which may include the holder of the
        shares concerned):-

        18.1.1   in the case of shares held in certificated form, to execute an
                 instrument of transfer of the shares sold; and

        18.1.2   in the case of shares held in uncertificated form, subject to
                 the system's rules, to send a transfer instruction and/or to
                 take such other steps as may be necessary to give effect to
                 such a sale in accordance with the Regulations,

        in each case 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 and his title to the shares shall not be affected by any
        irregularity or invalidity of the proceedings in reference to the sale.

                                      -10-

<PAGE>

19.      Application of sale proceeds

         The net proceeds of the sale pursuant to Article 17, after payment of
         the costs, shall be applied in or towards payment of so much of the sum
         for which the lien exists as is presently payable and any residue shall
         (in the case of shares held in certificated form, upon surrender to the
         Company for cancellation of the certificate for the shares sold and, in
         the case of shares held in uncertificated form, within a reasonable
         time following receipt by the Company of the net proceeds of sale, and
         subject in each such case to a like lien for any moneys not presently
         payable as existed upon the shares before the sale) be paid to the
         person entitled to the shares immediately before the sale.

                                 CALLS ON SHARES

20.      Calls

         Subject to the terms of issue, the Board may from time to time make
         calls upon the members in respect of any money unpaid on their shares
         (whether in respect of the nominal amount or by way of premium). Each
         member shall (subject to receiving at least fourteen clear days' notice
         specifying when and where payment is to be made) pay to the Company as
         required by the notice the amount called on his shares. A call may be
         made payable by instalments. A call may, at any time before receipt by
         the Company of any sum due under the call, be revoked in whole or in
         part and payment of a call may be postponed in whole or in part, as the
         Board may determine. A person upon whom a call is made shall remain
         liable for all calls made upon him notwithstanding the subsequent
         transfer of the shares in respect of which the call was made.

21.      Time of call

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

22.      Liability of joint holders

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

                                      -11-

<PAGE>

23.      Interest

         If a call remains unpaid after it has become due and payable, the
         person from whom it is due and payable shall pay all costs, charges and
         expenses that the Company may have incurred by reason of such
         non-payment, together with interest on the amount unpaid from the day
         it became due and payable until the day it is paid at the rate fixed by
         the terms of issue of the share or in the notice of the call or, if no
         rate is fixed, at the appropriate rate (as defined by the Act) but the
         Board may waive payment of the interest wholly or in part.

24.      Sums due on allotment or by way of instalment treated as calls

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

25.      Power to differentiate

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

26.      Advance payment of calls

         The Board may, if it thinks fit, receive from any member willing to
         advance it all or any part of the moneys unpaid and uncalled upon the
         shares held by him and may pay interest upon the moneys so advanced (to
         the extent such moneys exceed the amount of the calls due and payable
         upon the shares in respect of which they have been advanced) at such
         rate (not exceeding two per cent above the base rate of Barclays Bank
         plc from time to time (calculated on an annual basis) unless the
         Company by ordinary resolution otherwise directs) as the Board may
         determine. A payment in advance of calls shall extinguish, to the
         extent of it, the liability upon the shares in respect of which it is
         advanced.

                                      -12-

<PAGE>

                              FORFEITURE OF SHARES

27.      Notice if call not paid

         If a call or instalment of a call remains unpaid after it has become
         due and payable, the Board may at any time serve a notice on the holder
         requiring payment of so much of the call or instalment as remains
         unpaid together with any interest which may have accrued thereon and
         any costs, charges and expenses incurred by the Company by reason of
         such non-payment. The notice shall name a further day (not being less
         than fourteen clear days from the date of the notice) on or before
         which and the place where the payment required by the notice is to be
         made and shall state that if the notice is not complied with the shares
         in respect of which the call was made or instalment is payable will be
         liable to be forfeited. The Board may accept the surrender of any share
         liable to be forfeited and, in such case, references in these Articles
         to forfeiture shall include surrender.

28.      Forfeiture if notice not complied with

         If the notice pursuant to Article 27 is not complied with, any share in
         respect of which the notice was given may, before payment of all calls
         or instalments and interest due in respect of it is made, be forfeited
         by (and with effect from the time of the passing of) a resolution of
         the Board that such share be forfeited. The forfeiture shall include
         all dividends declared and other moneys payable in respect of the
         forfeited shares and not paid before the forfeiture.

29.      Notice of forfeiture

         When any share has been forfeited, notice of the forfeiture shall be
         served upon the person who was, before the forfeiture, the holder of
         the share but a forfeiture shall not be invalidated by any failure to
         give such notice. An entry of such notice and an entry of the
         forfeiture with the date thereof shall forthwith be made in the
         register in respect of such share. However, no forfeiture shall be
         invalidated by any omission to make such entries as aforesaid.

                                      -13-

<PAGE>

30.      Sale of forfeited share

30.1     Until cancelled in accordance with the Statutes, a forfeited share
         shall be deemed to be the property of the Company and may be sold,
         re-allotted or otherwise disposed of either to the person who was the
         holder before the forfeiture or to any other person, upon such terms
         and in such manner as the Board thinks fit. To give effect to a sale or
         other disposal, the Board may:-

         30.1.1   in the case of shares held in certificated form, authorise and
                  instruct a person to execute an instrument of transfer of the
                  shares sold or disposed of; and

         30.1.2   in the case of shares held in uncertificated form, authorise
                  and instruct a person (which may include the holder prior to
                  the forfeiture of the shares concerned), subject to the
                  system's rules, to send a transfer instruction and/or to take
                  such other steps as may be necessary to give effect to such a
                  sale or other disposal in accordance with the Regulations,

         to the designated transferee. The Company may receive any consideration
         given for the share on its disposal and may register the transferee as
         holder of the share. At any time before a sale, re-allotment or other
         disposition, the forfeiture may be cancelled on such terms as the Board
         thinks fit.

31.      Arrears to be paid notwithstanding forfeiture

         A person whose shares have been forfeited shall cease to be a member in
         respect of the forfeited shares and, in the case of shares held in
         certificated form, shall surrender to the Company for cancellation the
         certificate for the forfeited shares but in all cases shall remain
         liable to the Company for all moneys which at the date of forfeiture
         were payable by him to the Company in respect of those shares with
         interest thereon from the date of forfeiture until payment at such rate
         (not exceeding fifteen per cent. per annum) as the Board may determine.
         The Board may waive payment wholly or in part and the Board may enforce
         payment without any allowance for the value of the shares at the time
         of forfeiture or for any consideration received on their disposal.

                                      -14-

<PAGE>

32.      Statutory declaration and validity of sale

         A statutory declaration by a Director or the Secretary that a share has
         been forfeited on a specified date shall be conclusive evidence of the
         facts stated in it as against all persons claiming to be entitled to
         the share. The declaration shall (subject to the completion of any
         formalities necessary to effect a transfer) constitute a good title to
         the share and the person to whom the share is disposed of shall be
         registered as the holder of the share and shall be discharged from all
         calls made prior to such disposition and shall not be bound to see to
         the application of the consideration (if any), nor shall his title to
         the share be affected by any irregularity in or invalidity of the
         proceedings in reference to the forfeiture, sale, re-allotment or other
         disposal of the share.

                              UNTRACED SHAREHOLDERS

33.      Power to sell shares of untraced shareholders

33.1     The Company shall be entitled to sell, at the best price reasonably
         obtainable, any shares of a holder or any shares to which a person is
         entitled by transmission if in respect of those shares:-

         33.1.1   for a period of at least twelve years (the "qualifying
                  period"), no cheque, warrant or other financial instrument
                  sent by the Company in the manner authorised by these Articles
                  has been cashed, the Company has paid at least three dividends
                  and no dividend has been claimed;

         33.1.2   the Company has, at the expiration of the qualifying period,
                  given notice of its intention to sell such shares by two
                  advertisements, one in a national newspaper published in the
                  United Kingdom and the other in a newspaper circulating in the
                  area in which the last known address of the holder or the
                  address at which service of notices may be effected in the
                  manner authorised by these Articles is located;

         33.1.3   so far as the Board is aware, the Company has not during the
                  qualifying period or the period of three months after the date
                  of such advertisements (or the later of the two dates if they
                  are published on

                                      -15-

<PAGE>

                   different dates) and prior to the exercise of the power of
                   sale received any communication from the holder or person
                   entitled by transmission; and

         33.1.4    if any part of the share capital of the Company is admitted
                   to the Official List of the UK Listing Authority, the Company
                   has given notice in writing to the UK Listing Authority of
                   its intention to sell such shares.

34.      Manner of sale and creation of debt in respect of net proceeds

34.1     To give effect to any sale pursuant to Article 33, the Board may
         authorise and instruct a person:-

         34.1.1    in the case of shares held in certificated form, to execute
                   an instrument of transfer of the shares sold; and

         34.1.2    in the case of shares held in uncertificated form, subject to
                   the system's rules, to send a transfer instruction and/or to
                   take such other steps as may be necessary to give effect to
                   such a sale in accordance with the Regulations,

         and such instrument of transfer or transfer instruction and the taking
         of such other steps as may be necessary in accordance with the
         Regulations as aforesaid shall be as effective as if they had been
         executed or taken (as the case may be) by the holder of, or person
         entitled by transmission to, the shares. The transferee shall not be
         bound to see to the application of the purchase money and his title
         shall not be affected by any irregularity in, or invalidity of, the
         proceedings relating to the sale. The net proceeds of sale shall belong
         to the Company which shall be indebted to the former holder or person
         entitled by transmission for an amount equal to such proceeds and shall
         enter the name of such former member or other person in the books of
         the Company as a creditor for such amount. No trust shall be created in
         respect of the debt, no interest shall be payable in respect of it and
         the Company shall not be required to account for any moneys earned on
         the net proceeds, which may be employed in the business of the Company
         or otherwise invested as the Board thinks fit.

                                      -16-

<PAGE>

                               TRANSFER OF SHARES

35.      Form and execution of transfer

35.1     Subject to such of the restrictions of these Articles as may be
          applicable, a member may transfer all or any of his shares, in the
          case of shares held in certificated form, by an instrument of transfer
          in any usual form or in any other form which the Board may approve or,
          in the case of shares held in uncertificated form, in accordance with
          the Regulations and the system's rules and otherwise in such manner as
          the Board in its absolute discretion shall determine. An instrument of
          transfer shall be executed by or on behalf of the transferor and
          (unless the share is fully paid) by or on behalf of the transferee.
          Subject to the Statutes, the transferor shall be deemed to remain the
          holder of the share until the name of the transferee is entered in the
          register in respect of it.

35.2     Subject to the Statutes and notwithstanding any other provisions of
          these Articles, the Board shall have power to implement any
          arrangements it may think fit to enable:-

          35.2.1 title to any securities of the Company to be evidenced and
                    transferred without a written instrument in accordance with
                    any Statute; and

          35.2.2 rights attaching to such securities to be exercised
                    notwithstanding that such securities are held in
                    uncertificated form where, in the Board's opinion, these
                    Articles do not otherwise allow or provide for such
                    exercise.

36.      Right to refuse registration of partly paid share
          Subject to the Statutes, the Board may refuse to register the transfer
          of a share which is not fully paid without giving any reason for so
          doing provided that where any such shares are admitted to the Official
          List of the UK Listing Authority, such discretion may not be exercised
          in such a way as to prevent dealings in the shares of that class from
          taking place on an open and proper basis.

37.      Other rights to refuse registration

37.1     The Board may also refuse to register the transfer of a share:-

                                      -17-

<PAGE>

         37.1.1 in the case of shares held in certificated form, if it is not
                   lodged, duly stamped (if necessary), at the Office or at such
                   other place as the Board may appoint and accompanied by the
                   certificate for the shares to which it relates (where a
                   certificate has been issued in respect of the shares) and/or
                   such other evidence as the Board may reasonably require to
                   show the right of the transferor to make the transfer;

         37.1.2 if it is not in respect of one class of share only;

         37.1.3 if it is not in favour of four or less transferees;

         37.1.4 if it is in favour of a minor;

         37.1.5 in the case of shares held in certificated form, if it is in
                   favour of a bankrupt or a person of mental ill health; or

         37.1.6 without prejudice to the foregoing, in the case of shares held
                   in uncertificated form, in any other circumstances permitted
                   by the Regulations and/or the system's rules.

38.     Notice of refusal

         If the Board refuses to register a transfer it shall, in the case of
         shares held in certificated form, within two months after the date on
         which the transfer was lodged, and in the case of shares held in
         uncertificated form, within two months after the date on which the
         relevant operator - instruction was received by or on behalf of the
         Company, send to the transferee notice of the refusal.

39.     Suspension of registration

         The registration of transfers may be suspended at such times and for
         such periods (not exceeding thirty days in any calendar year) as the
         Board may determine.

40.     No fee for registration

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

                                      -18-

<PAGE>

41.     Retention of documents

         Any instrument of transfer which is registered may be retained by the
         Company but any instrument of transfer which the Board refuses to
         register shall be returned to the person lodging it when notice of the
         refusal is given.

42.     Destruction of documents

42.1    The Company may destroy:-

          42.1.1 any instrument of transfer of shares and any other document on
                    the basis of which an entry is made in the register, at any
                    time after the expiration of six years from the date of
                    registration;

          42.1.2 any instruction concerning the payment of dividends or other
                    moneys in respect of any share or any notification of change
                    of name or address, at any time after the expiration of two
                    years from the date the instruction or notification was
                    recorded; and

          42.1.3 any share certificate which has been cancelled, at any time
                    after the expiration of one year from the date of
                    cancellation;

          provided that the Company may destroy any such type of document after
          such shorter period as the Board may determine if a copy of such
          document is retained on microfilm or by other similar means.

42.2    It shall conclusively be presumed in favour of the Company that every
          instrument of transfer so destroyed was a valid and effective
          instrument duly and properly registered and that every share
          certificate so destroyed was a valid and effective document duly and
          properly cancelled and that every other document so destroyed was a
          valid and effective document in accordance with its particulars
          recorded in the books or records of the Company provided that:-

          42.2.1 this Article shall apply only to the destruction of a document
                    in good faith and without express notice that its retention
                    was relevant to any claim (regardless of the parties to the
                    claim);

                                      -19-

<PAGE>

       42.2.2 nothing contained in this Article shall be construed as imposing
                  upon the Company any liability in respect of the destruction
                  of any such document earlier than the times mentioned above or
                  in any case where the conditions of Article 42.2.1 are not
                  fulfilled; and

       42.2.3 references in this Article to the destruction of any document
                  include references to its disposal in any manner.

                             TRANSMISSION OF SHARES

43.   Transmission on death

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

44.   Election by person entitled by transmission

       Any person becoming entitled to a share in consequence of the death or
       bankruptcy of a member or of any other event giving rise to its
       transmission by operation of law may, upon such evidence being produced
       as the Board may require, elect 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,
       subject (where relevant) to the system's rules, effect a transfer of the
       share in favour of that person. All the provisions of these Articles
       relating to the transfer of shares shall apply to the notice or
       instrument of transfer or transfer instruction as if the death or
       bankruptcy of the member or other event giving rise to the transmission
       had not occurred and the notice or instrument of transfer was an
       instrument of transfer executed, or the transfer instruction was an
       instruction given, by the member.

                                      -20-

<PAGE>

45.      Rights in respect of the share

          A person becoming entitled to a share in consequence of the death or
          bankruptcy of a member or of any other event giving rise to its
          transmission by operation of law shall have the same rights to which
          he would be entitled if he were the holder of that share, except that
          he shall not be entitled in respect of it to attend or vote at any
          general meeting of the Company or at any separate meeting of the
          holders of any class of shares in the Company until he is registered
          as the holder of the share. The Board may at any time give notice to
          such person requiring him to elect either to become the holder of the
          share or to transfer the share and if the notice is not complied with
          within sixty clear days from the date of the notice, the Board may
          withhold payment of all dividends and other moneys payable in respect
          of the share until he complies with the notice.

                              ALTERATION OF CAPITAL

46.      Increase, consolidation, sub-division and cancellation

46.1     The Company may by ordinary resolution:-

          46.1.1 increase its share capital by the creation of new shares of
                    such amount as the resolution prescribes;

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

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

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

                                      -21-

<PAGE>

47.    Fractions

         Whenever as a result of a consolidation, division or sub-division of
         shares any member would become entitled to fractions of a share, the
         Board may deal with the fractions as it thinks fit and, in particular,
         may sell the shares representing the fractions to any person
         (including, subject to the Statutes, the Company) and may distribute
         the net proceeds of sale in due proportion among those members save for
         amounts of (pound)3.00 (or such larger amounts as the UK Listing
         Authority may from time to time permit) or less which shall be retained
         for the benefit of the Company. To give effect to any such sale, the
         Board may authorise and instruct a person to take such steps as may be
         necessary (subject in the case of shares held in uncertificated form,
         to the system's rules) to transfer or deliver the shares to, or in
         accordance with the directions of, the purchaser. Subject to the
         Statutes, where a shareholder holds shares in both certificated and
         uncertificated form, the Board may for these purposes treat them as
         separate holdings, and may at its discretion arrange for any shares
         representing fractions to be entered in the Register as held in
         certificated or uncertificated form in order to facilitate their sale
         under this Article. The transferee shall not be bound to see to the
         application of the purchase money and his title shall not be affected
         by any irregularity in, or invalidity of, the proceedings relating to
         the sale.

48.    Reduction of capital

         Subject to the Statutes, the Company may by special resolution reduce
         its share capital, any capital redemption reserve and any share premium
         account or other undistributable reserve in any manner.

                                      STOCK

49.    Conversion of shares into stock

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

                                      -22-

<PAGE>

50.    Transfer of stock

         Stock may be transferred in accordance with these Articles which, prior
         to conversion, applied to the shares from which the stock arose or as
         near thereto as circumstances allow but the Board may from time to time
         fix the minimum amount of stock which is transferable (which minimum
         amount shall not exceed the nominal amount of the shares from which the
         stock arose), in which case stock may be transferred in the sum of the
         minimum amount or a multiple of it.

51.    Rights attaching to stock

         A holder of stock shall, according to the amount of the stock held by
         him, have the same rights as if he held the shares from which the stock
         arose but no such rights (except participation in dividends and in
         assets on a winding-up) shall be conferred by an amount of stock which
         would not, if existing in shares, have conferred those rights.

52.    Articles applicable to stock

         The provisions of these Articles applicable to paid up shares shall
         apply to stock and the words "share" and "holder" shall include "stock"
         and "stockholder".

                           PURCHASE OF OWN SHARES

53.    Purchase of own shares

         Subject to the Statutes and to any rights conferred on the holders of
         any class of shares, the Company may purchase all or any of its shares
         of any class (including any redeemable shares). If any shares of the
         Company convertible into shares of another class are outstanding, the
         Company may not purchase any of its shares unless the purchase has been
         sanctioned (at the time that authority for a market purchase is given
         or an off-market purchase contract is approved) by such resolution of
         the Company as may be required by the Statutes and by an extraordinary
         resolution passed at a separate general meeting (or meetings if there
         is more than one class) of the holders of the convertible shares.
         Neither the Company nor the Board shall be required to select the
         shares to be purchased rateably or in any particular manner as between
         the holders of shares of the same

                                      -23-

<PAGE>

        class or as between them and the holders of shares of any other class or
        in accordance with the rights as to dividends or capital attached to any
        class of shares.

                                GENERAL MEETINGS

54.   Annual general meetings

        Subject to the requirements of the Statutes, annual general meetings
        shall be held at such time and place as the Board may determine.

55.   Extraordinary general meetings

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

56.   Convening an extraordinary general meeting

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

                            SEPARATE GENERAL MEETINGS

57.   Separate general meetings

        The provisions of these Articles relating to general meetings shall
        apply, with necessary modifications, to any separate general meeting of
        the holders of shares of a class held otherwise than in connection with
        the variation or abrogation of the rights attached to shares of the
        class. For this purpose, a general meeting at which no holder of a share
        other than an ordinary share may, in his capacity as a member, attend or
        vote shall also constitute a separate general meeting of the holders of
        the ordinary shares. The notice of any separate general meeting given
        before the date of adoption of this Article shall be as valid as if this
        Article had been in force at the date when the notice was given.

                                      -24-

<PAGE>

                           NOTICE OF GENERAL MEETINGS

58.        Length of notice period

58.1       An annual general meeting and an extraordinary general meeting
           convened for the passing of a special resolution shall be convened by
           at least twenty-one clear days' notice. All other extraordinary
           general meetings shall be convened by at least fourteen clear days'
           notice. Notwithstanding that a meeting of the Company is convened by
           shorter notice than that specified in this Article, it shall be
           deemed to have been properly convened if it is so agreed:-

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

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

58.2       The notice shall specify the day, time and place of the meeting and
           the general nature of the business to be transacted and, in the case
           of an annual general meeting, shall specify the meeting as such.
           Subject to these Articles and to any restrictions imposed on any
           shares, the notice shall be given to all the members, to all persons
           entitled by transmission and to the Directors and Auditors.

59.        Omission or non-receipt of notice

           The accidental omission to give notice of a general meeting or to
           send an instrument of proxy with a notice (where required by these
           Articles) to, or, in the case of notice by electronic communication,
           to invite any such person to appoint a proxy in that communication,
           or the non-receipt of a notice or instrument of proxy by, any person
           entitled to receive either or both shall not invalidate the
           proceedings at that meeting.

                                      -25-

<PAGE>

                         PROCEEDINGS AT GENERAL MEETINGS

60.        Quorum

           No business shall be transacted at any general meeting unless a
           quorum is present when the meeting proceeds to business but the
           absence of a quorum shall not preclude the choice or appointment of a
           chairman, which shall not be treated as part of the business of the
           meeting. Save as otherwise provided by these Articles, two members
           present in person or by proxy and entitled to vote shall be a quorum
           for all purposes.

61.        Procedure if quorum not present

           If within five minutes (or such longer time not exceeding one hour as
           the chairman of the meeting may decide to wait) after the time
           appointed for the commencement of the meeting a quorum is not
           present, the meeting shall stand adjourned to such other day (not
           being less than ten nor more than twenty-eight days later) and at
           such time and place as the chairman of the meeting may decide and at
           such adjourned meeting one member present in person or by proxy
           (whatever the number of shares held by him) shall be a quorum. The
           Company shall give not less than seven clear days' notice in writing
           of any meeting adjourned through want of a quorum and the notice
           shall state that one member present in person or by proxy (whatever
           the number of shares held by him) shall be a quorum.

62.        Chairman of general meeting

62.1       The chairman (if any) of the Board or, in his absence, the deputy
           chairman (if any) shall preside as chairman at every general meeting.
           If there is no such chairman or deputy chairman, or if at any meeting
           neither the chairman nor a deputy chairman is present within five
           minutes after the time appointed for the commencement of the meeting,
           or if neither of them is willing to act as chairman, the Directors
           present shall choose one of their number to act, or if one Director
           only is present he shall preside as chairman, if willing to act. If
           no Director is present, or if each of the Directors present declines
           to take the chair, the persons present and entitled to vote shall
           elect one of their number to be chairman.

                                      -26-

<PAGE>

62.2       The chairman may invite any person to attend and speak at any general
           meeting of the Company whom the chairman considers to be equipped by
           knowledge or experience of the Company's business to assist in the
           deliberations of the meeting.

63.        Directors' right to attend and speak

           Each Director shall be entitled to attend and to speak at any general
           meeting of the Company and at any separate general meeting of the
           holders of any class of shares or debentures in the Company.

64.        Meeting at more than one place and/or in a series of rooms

64.1       A general meeting or adjourned meeting may be held at more than one
           place. The notice of meeting will specify the place at which the
           chairman will be present (the "Principal Place") and a letter
           accompanying the notice will specify any other place(s) at which the
           meeting will be held simultaneously.

64.2       A general meeting or adjourned meeting will be held in one room or a
           series of rooms at the place specified in the notice of meeting or
           any other place at which the meeting is to be held simultaneously.

64.3       If the meeting is held in more than one place and/or in a series of
           rooms, it will not be validly held unless all persons entitled to
           attend and speak at the meeting are able:

           64.3.1 if excluded from the Principal Place or the room in which the
                    chairman is present, to attend at one of the other places or
                    rooms; and

           64.3.2 to communicate with one another audio visually throughout the
                    meeting.

64.4       The Board may make such arrangements as it thinks fit for
           simultaneous attendance and participation at the meeting and may vary
           any such arrangements or make new arrangements. Arrangements may be
           notified in advance or at the meeting by whatever means the Board
           thinks appropriate to the circumstances. Each person entitled to
           attend the meeting will be bound by the arrangements made by the
           Board.

                                      -27-

<PAGE>

64.5       Where a meeting is held in more than one place and/or a series of
           rooms, then for the purpose of these Articles the meeting shall
           consist of all those persons entitled to attend and participate in
           the meeting who attend at any of the places or rooms.

65.        Security arrangements

65.1       The Board may direct that members or proxies wishing to attend any
           general meeting should submit to such searches or other security
           arrangements or restrictions as the Board shall consider appropriate
           in the circumstances and shall be entitled in its absolute discretion
           to refuse entry to such general meeting to any member or proxy who
           fails to submit to such searches or to otherwise comply with such
           security arrangements or restrictions.

65.2       If a member or proxy has gained entry to a general meeting and
           refuses to comply with any such security arrangements or restrictions
           or disrupts the proper and orderly conduct of the general meeting,
           the chairman of the meeting may at any time without the consent of
           the general meeting require such member or proxy to leave or be
           removed from the meeting.

66.        Adjournments

66.1       The chairman may at any time without the consent of the meeting
           adjourn any general meeting (whether or not it has commenced or a
           quorum is present) either indefinitely or to such time and place as
           the chairman may decide if it appears to the chairman that:-

           66.1.1 the members wishing to attend cannot be conveniently
                    accommodated in the place appointed for the meeting;

           66.1.2 the conduct of persons present prevents, or is likely to
                    prevent, the orderly continuation of business; or

           66.1.3 an adjournment is otherwise necessary so that the business of
                    the meeting may be properly conducted.

66.2       In addition, the chairman may at any time with the consent of any
           general meeting at which a quorum is present (and shall if so
           directed by the meeting) adjourn the

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<PAGE>

           meeting either indefinitely or to such time and place as the chairman
           may decide. When a meeting is adjourned indefinitely the time and
           place for the adjourned meeting shall be fixed by the Board.

66.3       No business shall be transacted at any adjourned general meeting
           except business which might properly have been transacted at the
           meeting had the adjournment not taken place.

67.        Notice of adjourned meeting

           If a general meeting is adjourned for thirty days or more, at least
           seven clear days' notice specifying the place, the day and the time
           of the adjourned meeting shall be given, but it shall not be
           necessary to specify in the notice the nature of the business to be
           transacted at the adjourned meeting. Save as aforesaid, it shall not
           be necessary to give notice of an adjourned meeting.

68.        Method of voting

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

           68.1.1 the chairman of the meeting;

           68.1.2 at least three members present in person or by proxy and
                    entitled to vote at the meeting;

           68.1.3 any member or members present in person or by proxy and
                    representing in aggregate at least one-tenth of the total
                    voting rights of all the members having the right to attend
                    and vote at the meeting; or

           68.1.4 any member or members present in person or by proxy and
                    holding shares conferring a right to attend and 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.

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<PAGE>

68.2       Unless a poll is so demanded and the demand is not withdrawn, a
           declaration by the chairman that a resolution has been carried or
           carried unanimously or by a particular majority or not carried by a
           particular majority or lost 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 such resolution.

69.        Right to withdraw demand for a poll

           The demand for a poll may, before the earlier of the close of the
           meeting and the taking of the poll, be withdrawn but only with the
           consent of the chairman and, if a demand is withdrawn, any other
           members entitled to demand a poll may do so. If a demand is
           withdrawn, it shall not be taken to have invalidated the result of a
           show of hands declared before the demand was made. 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.

70.        Procedure if poll demanded

           If a poll is duly demanded, it 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.

71.        When poll to be taken

           A poll demanded on the election of a chairman or on a question of
           adjournment shall be taken forthwith. A poll demanded on any other
           question shall be taken either forthwith or on such date (being not
           more than thirty days after the poll is demanded) and at such time
           and place as the chairman directs. No notice need be given of a poll
           not taken immediately 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.

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72.        Continuance of other business after poll demanded

           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.

73.        Chairman's casting vote

           In the case of an equality of votes at a general meeting, whether on
           a show of hands or on a poll, the chairman shall be entitled to a
           casting vote in addition to any other vote he may have.

74.        Proposal or amendment of resolution

           A resolution proposed by the chairman does not need to be seconded.
           In the case of a resolution duly proposed as an extraordinary or
           special resolution, no amendment to that resolution (other than an
           amendment to correct a patent error) may be considered or voted upon.
           In the case of a resolution duly proposed as an ordinary resolution
           no amendment to that resolution (other than an amendment to correct a
           patent error) may be considered or voted upon unless at least
           forty-eight hours prior to the time appointed for holding the meeting
           or adjourned meeting at which such ordinary resolution is to be
           proposed, notice in writing of the terms of the amendment and of the
           intention to move the amendment has been (i) lodged at the Office or
           (ii) received by electronic communication at the address specified
           for the purpose of receiving electronic communications in an
           electronic communication containing the notice of meeting or the
           chairman in his absolute discretion decides that it may be considered
           and voted upon.

75.        Amendment of resolution ruled out of order

           If an amendment is proposed to any resolution under consideration
           which the chairman rules out of order, the proceedings on the
           substantive resolution shall not be invalidated by any error in such
           ruling.

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                                VOTES OF MEMBERS

76.        Votes of members

           Subject to any rights or restrictions attached to any shares and to
           any other provisions of these Articles, on a show of hands every
           member who is present in person shall have one vote and on a poll
           every member shall have one vote for every share of which he is the
           holder.

77.        Votes of joint holders

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

78.        Votes of member suffering incapacity

           A member in respect of whom an order has been made by any competent
           court or official on the ground that he is or may be suffering from
           mental disorder or is otherwise incapable of managing his affairs may
           vote, whether on a show of hands or on a poll, by any person
           authorised in such circumstances to do so on his behalf and that
           person may vote on a poll by proxy. Evidence to the satisfaction of
           the Board 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 later than the last time at
           which an instrument of proxy should have been delivered in order to
           be valid for use at that meeting or on the holding of that poll.

79.        No right to vote where sums overdue on shares

           No member shall, unless the Board otherwise decides, vote at any
           general meeting or at any separate meeting of holders of any class of
           shares in the Company, either in person or by proxy, or exercise any
           other right or privilege as a member in respect of any share in the
           Company held by him unless all moneys presently payable by him in
           respect of that share have been paid.

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<PAGE>

    80.    Votes on a poll

           On a poll votes may be given either personally or by proxy. A member
           may appoint more than one proxy to attend on the same occasion.

    81.    Suspension of rights where non-disclosure of interest

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

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

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

    81.4   Any new shares in the Company issued in right of any shares subject
           to a restriction notice shall also be subject to the restriction
           notice and the Board may make any right to an allotment of the new
           shares subject to restrictions corresponding to those which will
           apply to those shares by reason of the restriction notice when such
           shares are issued.

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<PAGE>

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

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

    81.7   In this Article:

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

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

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<PAGE>

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

           81.7.4   "relevant period" means 14 days;

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

                    81.7.5.1     the shares shall not confer on the holder any
                                 right to attend or vote at any general meeting
                                 of the Company or at any separate general
                                 meeting of the holders of any class of shares
                                 in the Company;

                    81.7.5.2     the Board may withhold payment of all or any
                                 part of any dividends or other moneys payable
                                 in respect of the shares; and

                    81.7.5.3     subject to the Statutes, the Board may decline
                                 to register a transfer of the shares or any of
                                 them unless such a transfer is shown to the
                                 Board to be pursuant to an arm's length sale

           and in any other case means only the restriction specified in sub-
           paragraph 81.7.5.1 of this definition; and

           81.7.6   "statutory notice" means a notice served by the Company
                    under the Statutes requiring particulars of interests in
                    shares or of the identity of persons interested in shares.

    82.    Objections or errors in voting

    82.1   If:-

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<PAGE>

           82.1.1  any objection shall be raised to the qualification of any
                   voter;

           82.1.2  any votes have been counted which ought not to have been
                   counted or which might have been rejected; or

           82.1.3  any votes are not counted which ought to have been counted,

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

                                     PROXIES

    83.    Execution of an instrument of proxy

    83.1   If the appointment of a proxy is:

           83.1.1    an instrument not contained in an electronic communication,
                     it shall be executed under the hand of the appointor or of
                     his attorney authorised in writing or, if the appointor is
                     a corporation, either under its seal or under the hand of
                     an officer, attorney or other person authorised to sign it;

           83.1.2    contained in an electronic communication, it shall be
                     executed by or on behalf of the appointor.

           Subject as provided in this Article, in the case of an instrument of
           proxy purporting to be executed on behalf of a corporation by an
           officer of that corporation, it shall be assumed, unless the contrary
           is shown, that such officer was duly authorised to execute that
           instrument on behalf of that corporation without further evidence of
           that authorisation. A proxy need not be a member of the Company.

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<PAGE>

    83.2   The Board may (but need not) allow proxies to be appointed by means
           of electronic communication, and if it does it may make such
           appointments subject to such stipulations, conditions or
           restrictions, and require such evidence of valid execution, as the
           Board thinks fit.

    84.    Times for deposit of an instrument of proxy

    84.1   The instrument appointing a proxy and the power of attorney or other
           authority (if any) under which it is executed, or a copy of such
           authority certified notarially or in some other way approved by the
           Board, shall:-

           84.1.1  in the case of an instrument not contained in an electronic
                   communication, be deposited at the Office or at such other
                   place within the United Kingdom as is specified in the notice
                   convening the meeting or in any instrument of proxy sent out
                   by the Company in relation to the meeting not less than
                   forty-eight hours before the time of the holding of the
                   meeting or adjourned meeting at which the person named in the
                   instrument proposes to vote; or

           84.1.2  in the case of an appointment contained in an electronic
                   communication, where an address has been specified for the
                   purpose of receiving electronic communications:

                   (a)  in the notice convening the meeting, or

                   (b)  in any instrument of proxy sent out by the Company in
                        relation to the meeting, or

                   (c)  in any invitation contained in an electronic
                        communication to appoint a proxy issued by the Company
                        in relation to the meeting,

                   be received at such address (or, where the thing in question
                   is not contained in an electronic communication, at the
                   Office or at such other place as may be specified for the
                   purpose) not less than 48 hours before the time for holding
                   the meeting or adjourned meeting at which the person named in
                   the appointment proposes to vote;

                                      -37-

<PAGE>

           84.1.3    in the case of a poll taken more than forty-eight hours
                     after it is demanded, be deposited as aforesaid after the
                     poll has been demanded and not less than twenty-four hours
                     before the time appointed for the taking of the poll; or

           84.1.4    where the poll is not taken forthwith but is taken not more
                     than forty-eight hours after it was demanded, be delivered
                     at the meeting at which the poll was demanded to the
                     Chairman of the meeting or to any Director,

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

    85.    Form of proxy

           An instrument of proxy shall be in any usual form or any other form
           which the Board may approve. The Board may, if it thinks fit but
           subject to the Statutes, send out with the notice of any meeting
           forms of instrument of proxy for use at the meeting. The instrument
           of proxy shall be deemed to include the right to demand or join in
           demanding a poll and to vote on any amendment of a resolution put to
           the meeting for which it is given as the proxy thinks fit. The
           proxy shall, unless the contrary is stated in it, be as valid for any
           adjournment of the meeting as for the meeting to which it relates.

    86.    Validity of proxy

           A vote given or poll demanded by proxy or by the duly authorised
           representative of a corporation shall be valid, notwithstanding the
           previous determination of the authority of the person voting or
           demanding a poll unless notice in writing of

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<PAGE>

           such determination was received by the Company at the Office (or at
           such other place in the United Kingdom as was specified for the
           delivery of instruments of proxy in the notice convening the meeting
           or adjourned meeting or other accompanying document or, where the
           appointment of the proxy was contained in an electronic
           communication, at the address at which such instrument was duly
           received) not later than the last time at which an instrument of
           proxy should have been delivered or received in order to be valid for
           use at the meeting or on the holding of the poll at which the vote
           was given or the poll demanded.

    87.    Maximum validity of proxy

           An instrument of proxy shall cease to be valid after the expiration
           of twelve months from the date of its execution.

                                    DIRECTORS

    88.    Number of Directors

           Unless otherwise determined by ordinary resolution of the Company,
           the number of Directors (disregarding alternate directors) shall not
           be less than two but shall not be subject to any maximum number.

    89.    No shareholding qualification for Directors

           No shareholding qualification for Directors shall be required.

                            REMUNERATION OF DIRECTORS

    90.    Ordinary remuneration

           Each of the Directors shall be paid a fee for his services at such
           rate as may from time to time be determined by the Board or by a
           committee authorised by the Board provided that the aggregate of such
           fees (excluding any amounts payable under any other provision of
           these Articles) shall not exceed (pound)350,000 per annum or such
           higher amount as the Company by ordinary resolution may determine
           from time to time. Such fee shall be deemed to accrue from day to
           day.

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<PAGE>

    91.    Expenses

           The Directors may be paid all travelling, hotel and other expenses
           properly incurred by them in performing their duties as Directors
           including all such expenses incurred in connection with attending and
           returning from meetings of the Board or any committee of the Board or
           general meetings or separate meetings of the holders of any class of
           shares or debentures of the Company or otherwise in connection with
           the business of the Company.

    92.    Extra remuneration

           Any Director who is appointed to any executive office or who serves
           on any committee or who devotes special attention to the business of
           the Company or goes or resides abroad for any purposes of the Company
           shall (unless the Company by ordinary resolution determines
           otherwise) receive such remuneration or extra remuneration by way of
           salary, commission, participation in profits or otherwise as the
           Board or any committee authorised by the Board may determine.

                               ALTERNATE DIRECTORS

    93.    Appointment, removal and resignation

           Any Director (other than an alternate Director) may, by notice in
           writing delivered to the Secretary at the Office or in any other
           manner (including electronic communication) approved by the Board,
           appoint any person to be his alternate and may revoke any such
           appointment. If the alternate Director is not already a Director, the
           appointment unless previously approved by the Board, shall have
           effect only upon and subject to its being so approved. Any
           appointment of an alternate will only have effect once the person who
           is to be appointed has consented to act. If his appointor so
           requests, an alternate Director shall (subject to his giving to the
           Company an address for service within the United Kingdom) be entitled
           to receive notice of all meetings of the Board or of committees of
           the Board of which his appointor is a member, to attend and vote and
           be counted in the quorum as a Director at any such meeting at which
           his appointor is not personally present, and generally, in the
           absence of his appointor, at the meeting to exercise and discharge
           all the functions, powers and duties of his

                                      -40-

<PAGE>

      appointor as a Director and for the purposes of the proceedings at the
      meeting, these Articles shall apply as if he were a Director. A Director
      present at a meeting of the Board or committee of the Board and appointed
      alternate for another Director shall have an additional vote for each of
      his appointors absent from such meeting (but shall count as one only for
      the purpose of determining whether a quorum is present). Execution by an
      alternate Director of any resolution in writing of the Board or a
      committee of the Board shall, unless the notice of his appointment
      provides to the contrary, be as effective as execution by his appointor.
      An alternate Director shall cease to be an alternate Director if he
      resigns or if for any reason his appointment is revoked or if his
      appointor ceases to be a Director; but, if a Director retires by rotation
      or otherwise but is reappointed or deemed to have been reappointed at the
      meeting at which he retires, any appointment of an alternate Director made
      by him which was in force immediately prior to his retirement shall
      continue after his reappointment as if he had not retired. The appointment
      of an alternate Director shall be revoked on the happening of any event
      which, if he were a Director, would cause him to vacate such office under
      these Articles. All appointments and revocations of appointments and
      resignations of alternate Directors shall be in writing and left at the
      Office or delivered at a meeting of the Board, or in any other manner
      approved by the Board.

94.   Alternate to be responsible for his own acts and remuneration of alternate

      An alternate Director shall be deemed an officer of the Company and shall
      be subject to these Articles relating to Directors (except as regards
      power to appoint an alternate and remuneration) and an alternate Director
      shall not be deemed the agent of his appointor and shall alone be
      responsible to the Company for his acts and defaults. An alternate
      Director may contract and be interested in and benefit from contracts or
      arrangements or transactions and be paid expenses and indemnified to the
      same extent as if he were a Director but, save to the extent that his
      appointor directs the payment to him of part or all of the remuneration
      which would otherwise be payable to his appointor, he shall not be
      entitled to any remuneration from the Company for acting in that capacity.

                                      -41-

<PAGE>

                               EXECUTIVE DIRECTORS

95.   Executive Directors

      The Board or any committee authorised by the Board may from time to time
      appoint one or more of its body to hold any employment or executive office
      with the Company (including that of a managing director) for such period
      (subject to the Statutes) and on such other terms as the Board or any
      committee authorised by the Board may decide and may revoke or terminate
      any appointment so made. Any revocation or termination of the appointment
      shall be without prejudice to any claim for damages that the Director may
      have against the Company or that the Company may have against the Director
      for any breach of any contract of service between him and the Company. A
      Director so appointed to an executive office may be paid such remuneration
      (whether by way of salary, commission, participation in profits or
      otherwise) in such manner as the Board or any committee authorised by the
      Board may decide and either in addition to or in place of his ordinary
      remuneration as a Director.

                         POWERS AND DUTIES OF DIRECTORS

96.   General powers of the Company vested in the Board

      Subject to the Statutes, the Memorandum of Association of the Company and
      these Articles and to any directions given by the Company in general
      meeting by special resolution, the business of the Company shall be
      managed by the Board which may exercise all the powers of the Company. No
      alteration of the Memorandum of Association or these Articles and no such
      special resolution shall invalidate any prior act of the Board which would
      have been valid if that alteration had not been made or that resolution
      had not been passed. The powers given by this Article shall not be limited
      by any special power given to the Board by any other Article and a meeting
      of Directors, or any committee authorised by the Board under Article 99
      below, at which a quorum is present may exercise all powers exercisable by
      the Directors.

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<PAGE>

                         DELEGATION OF DIRECTORS' POWERS

97.   Agents

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

98.   Delegation to individual Directors

      The Board may entrust to and confer upon a Director any of its powers,
      authorities and discretions (with power to sub-delegate) upon such terms
      (subject to the Statutes) and subject to such conditions and with such
      restrictions as it may decide and either collaterally with or to the
      exclusion of its own powers, authorities and discretions. The Board may
      from time to time revoke or vary all or any of them but no person dealing
      in good faith and without notice of the revocation or variation shall be
      affected by it. The power to delegate contained in this Article shall be
      effective in relation to the powers, authorities and discretions of the
      Board generally and shall not be limited by the fact that in certain
      Articles, but not in others, express reference is made to particular
      powers, authorities or discretions being exercised by the Board.

99.   Delegation to committees

99.1  The Board may delegate any of its powers, authorities and discretions
      (with power to sub-delegate) to any committee consisting of such person or
      persons as it thinks fit (whether a member or members of its body or not)
      provided that the majority of the members of the committee are Directors.
      Any committee so

                                      -43-

<PAGE>

      formed may exercise its power to sub-delegate by sub-delegating to any
      person or persons (whether or not a member or members of the Board or of
      the committee). Subject to any regulations imposed on it by the Board, the
      proceedings of any committee consisting of two or more members shall be
      governed by the provisions in these Articles for regulating proceedings of
      the Board so far as applicable except that no meeting of that committee
      shall be quorate for the purpose of exercising any of its powers,
      authorities or discretions unless a majority of the committee present at
      the meeting are Directors. A member of a committee shall be paid such
      remuneration (if any) in such manner as the Board may decide, and, in the
      case of a Director, either in addition to or in place of his ordinary
      remuneration as a Director.

99.2  Where the Directors have delegated any of their powers, authorities and
      discretions to a committee in accordance with this Article, the expression
      the "Directors" or the "Board" shall, unless the context otherwise
      requires, be deemed for the purposes of these Articles to include that
      committee or the members of that committee present at a duly convened
      meeting of that committee at which a quorum is present.

99.3  The power to delegate contained in this Article shall be effective in
      relation to the powers, authorities and discretions of the Board generally
      and shall not be limited by the fact that in certain Articles, but not in
      others, express reference is made to particular powers, authorities or
      discretions being exercised by the Board or by a committee authorised by
      the Board.

                                 SPECIFIC POWERS

100.  Provision for employees

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

                                      -44-

<PAGE>

101.    Borrowing Powers

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

101.2   The Board shall restrict the borrowings of the Company and exercise all
        voting and other rights or powers of control exercisable by the Company
        in relation to its subsidiary undertakings (if any) so as to secure (but
        as regards subsidiary undertakings only in so far as by the exercise of
        such rights or powers of control the Board can secure) that the
        aggregate principal amount from time to time outstanding of all
        borrowings by the Group (exclusive of borrowings owing by one member of
        the Group to another member of the Group) shall not at any time without
        the previous sanction of an ordinary resolution of the Company exceed an
        amount equal to the greater of thirty million pounds ((pound)30 million)
        or three (3) times the Adjusted Capital and Reserves.

101.3   For the purposes of this Article:-

        101.3.1   "the Adjusted Capital and Reserves" means the aggregate of:-

                101.3.1.1   the amount paid up on the issued share capital of
                            the Company;

                101.3.1.2   the amounts standing to the credit of the capital
                            and revenue reserves of the Company and its
                            subsidiary undertakings (including any share premium
                            account, capital redemption reserve, reserves
                            arising on a revaluation of fixed assets or on
                            consolidation and any credit balance on profit and
                            loss account);

                101.3.1.3   the amounts, so far as attributable to the Company
                            or a subsidiary undertaking, standing to the credit
                            of investment grants equalisation account, deferred
                            regional development

                                      -45-

<PAGE>

                            grants equalisation account or any other
                            equalisation account of a similar nature; and

                101.3.1.4   the amounts, so far as attributable to the Company
                            or a subsidiary undertaking, set aside for the
                            purpose of deferred tax or any other account of a
                            similar nature;

                as shown by the then latest audited balance sheet but after:-

                101.3.1.5   making such adjustments as may be appropriate to
                            reflect any variation in the amount of the paid up
                            share capital or reserves since the date of the
                            relevant audited balance sheet and any variation in
                            the amounts attributable to the interest of the
                            Company in the share capital of any subsidiary
                            undertaking and so that for this purpose if any
                            issue or proposed issue of shares by a member of the
                            Group for cash has been underwritten then such
                            shares shall be deemed to have been issued and the
                            amount (including any premium) of the subscription
                            monies payable in respect thereof (not being monies
                            payable later than six months after the date of
                            allotment) shall to the extent so underwritten be
                            deemed to have been paid up on the date when the
                            issue of such shares was underwritten (or, if such
                            underwriting was conditional, on the date when it
                            became unconditional); and

                101.3.1.6   making such adjustments as may be appropriate in
                            respect of any distribution declared, recommended or
                            made by any member of the Group (otherwise than to a
                            member of the Group) out of profits earned up to and
                            including the date of the audited balance sheet of
                            the Group to the extent that such distribution is
                            not provided for in such balance sheet;

                101.3.1.7   deducting the amount of any debit balance on profit
                            and loss account existing at the date of the
                            relevant audited

                                      -46-

<PAGE>

                            balance sheet to the extent that a deduction has not
                            already been made on that account; and

                101.3.1.8   adding back sums equivalent to the amount of
                            goodwill arising on acquisitions of companies and
                            businesses remaining part of the Group at the date
                            of calculation and which, at that date, had been
                            written off against share capital and reserves in
                            accordance with United Kingdom accounting practice;

      101.3.2   "borrowings" include not only items referred to as borrowings in
                the audited balance sheet but also the following, except in so
                far as otherwise taken into account:-

                101.3.2.1   the nominal amount of any issued share capital and
                            the principal amount of any debentures or borrowed
                            moneys of any person, the beneficial interest in
                            which is not for the time being owned by a member of
                            the Group, and the payment or repayment of which is
                            the subject of a guarantee or indemnity by a member
                            of the Group or is secured on the assets of any
                            member of the Group;

                101.3.2.2   the outstanding amount raised by acceptances by any
                            bank or accepting house under any acceptance credit
                            opened on behalf of and in favour of any member of
                            the Group, not being acceptances of trade bills for
                            the purchase of goods or services in the ordinary
                            course of business;

                101.3.2.3   the principal amount of any debenture (whether
                            secured or unsecured) of a member of the Group,
                            which debenture is owned otherwise than by another
                            member of the Group Provided that where the amount
                            raised by the Company or any of its subsidiary
                            undertakings by the issue of any debentures,
                            debenture stocks, loan stocks, bonds, notes or other
                            indebtedness is less than the nominal or principal

                                      -47-

<PAGE>

                            amount thereof (including for these purposes any
                            fixed or minimum premium payable on final redemption
                            or repayment but disregarding the expenses of any
                            such issue) the amount to be treated as monies
                            borrowed for the purpose of this Article shall, so
                            long as the nominal or principal amount of such
                            monies borrowed is not presently due and payable, be
                            the nominal or principal amount thereof (together
                            with any fixed or minimum premium payable on final
                            redemption or repayment) but after deducting
                            therefrom the unexpired portion of any discount
                            applied to such amount in the audited balance sheet
                            of the Group. Any references in this Article to
                            debentures or monies borrowed or the nominal or
                            principal amount thereof shall, accordingly, be read
                            subject to this Article 101.3.2.3;

                101.3.2.4   the principal amount of any preference share capital
                            of any subsidiary undertaking owned otherwise than
                            by a member of the Group;

                101.3.2.5   any fixed or minimum premium payable on the
                            repayment of any borrowing or deemed borrowing; and

                101.3.2.6   the capital value of any financial lease required to
                            be capitalised and treated as a liability in the
                            audited balance sheet by any applicable accounting
                            standard (as defined in section 256 of the Act) from
                            time to time in force;

                but do not include:-

                101.3.2.7   monies borrowed by a member of the Group for the
                            purpose of repaying the whole or any part of any
                            borrowings of such member of the Group or any other
                            member of the Group for the time being outstanding
                            and so to be applied within six months of being so
                            borrowed,

                                      -48-

<PAGE>

                        pending their application for such purpose within such
                        period;

            101.3.2.8   monies borrowed by a member of the Group for the purpose
                        of financing any contract in respect of which any part
                        of the price receivable by that member or any other
                        member of the Group is guaranteed or insured by the
                        Export Credits Guarantee Department, or by any other
                        governmental department or agency fulfilling a similar
                        function, up to an amount equal to that part of the
                        price receivable under the contract which is so
                        guaranteed or insured;

            101.3.2.9   for a period of twelve months from the date upon which a
                        company becomes a member of the Group, an amount equal
                        to the monies borrowed by such company outstanding at
                        the date when it becomes such a member provided always
                        that monies borrowed by the Group (including monies
                        otherwise excluded by the application of this
                        sub-paragraph) must not exceed an amount equal to five
                        times the Adjusted Capital and Reserves; and

            101.3.2.10  an amount equal to the minority proportion of monies
                        borrowed by a partly owned subsidiary of the Group
                        (after excluding any monies borrowed owing between
                        members of the Group) except to the extent that such
                        monies borrowed are guaranteed by the Company or any
                        wholly owned subsidiary undertaking of the Company. For
                        these purposes the minority proportion shall be the
                        proportion of the issued equity share capital of such
                        partly owned subsidiary which is not for the time being
                        beneficially owned within the Group. Monies borrowed by
                        a member of the Group from a partly owned subsidiary of
                        the Group which would fall to be excluded as being
                        monies borrowed owing

                                      -49-

<PAGE>

                          between members of the Group shall nevertheless be
                          included to the extent of an amount equal to such
                          minority proportion of such monies borrowed; and

              101.3.2.11  sums advanced or paid to any member of the Group (or
                          its agents or nominee) by customers of any member of
                          the Group as unexpended customer receipts or progress
                          payments pursuant to any contract between such
                          customer and a member of the Group in relation
                          thereto;

              provided that, in calculating borrowings under this Article there
              shall be credited (subject, in the case of any item held or
              deposited by a partly owned subsidiary undertaking, to the
              exclusion of a proportion thereof equal to the proportion of the
              issued equity share capital of the partly owned subsidiary
              undertaking which is not attributable to the Company or any
              subsidiary undertaking of the Company) against the amount of any
              monies borrowed the aggregate of:-

              (a)  cash in hand of the Group;

              (b)  cash deposits and the balance on each current account of the
                      Group with banks in the United Kingdom and/or elsewhere if
                      the remittance of the cash to the United Kingdom is not
                      prohibited by any law, regulation, treaty or official
                      directive;

              (c)  the amount of all assets ("short term assets") as might be
                      included in "Investments - short term loans and deposits"
                      in a consolidated balance sheet of the Group prepared as
                      at the date of the relevant calculation in accordance with
                      the principles with which the then latest audited balance
                      sheet was produced; and

              (d)  the amount of any cash or short term assets securing the
                      repayment by the Group of any amount borrowed by the Group
                      deposited or otherwise placed with the trustee or similar
                      entity in respect of the relevant borrowing; and

                                      -50-

<PAGE>

         101.3.3    where the aggregate principal amount of borrowings required
                 to be taken into account for the purposes of this Article on
                 any particular date is being ascertained:-

                 101.3.3.1  monies borrowed by the Company or any subsidiary
                            undertaking expressed in or calculated by reference
                            to a currency other than sterling shall be converted
                            into sterling by reference to the rate of exchange
                            used for the conversion of such currency in
                            preparation of the audited balance sheet which forms
                            the basis of the calculation of the Adjusted Capital
                            and Reserves or, if such calculation did not involve
                            the relevant currency, by reference to the rate of
                            exchange or approximate rate of exchange ruling as
                            at the date of the aforesaid audited balance sheet
                            as the Auditors may consider appropriate for this
                            purpose; and

                 101.3.3.2  if under the terms of any borrowing, the amount of
                            money that would be required to discharge the
                            principal amount of such borrowing in full if it
                            fell to be repaid (at the option of the Company or
                            by reason of default) on such date is less than the
                            amount that would otherwise be taken into account in
                            respect of such borrowing for the purpose of this
                            Article, the amount of such borrowing to be taken
                            into account for the purpose of this Article shall
                            be such lesser amount;

         101.3.4    "audited balance sheet" means the audited balance sheet of
                 the Company prepared for the purposes of the Statutes or, if an
                 audited consolidated balance sheet of the Company and its
                 subsidiary undertakings (with such exceptions as may be
                 permitted in the case of a consolidated balance sheet prepared
                 for the purposes of the Statutes) has been prepared for those
                 purposes for the same financial year, means that audited
                 consolidated balance sheet in which event all references to
                 reserves and profit and loss account shall be deemed to be
                 references to consolidated reserves and consolidated profit and
                 loss account

                                      -51-

<PAGE>

                respectively and there shall be excluded any amounts
                attributable to outside interests in subsidiary undertakings;

         101.3.5   the Company may from time to time change the accounting
                convention on which the audited balance sheet is based, provided
                that any new convention adopted complies with the requirements
                of the Statutes; if the Company should prepare its main audited
                balance sheet on the basis of one such convention, but a
                supplementary audited balance sheet or statement on the basis of
                another, the main audited balance sheet shall be taken as the
                audited balance sheet for the purposes of this Article; and

         101.3.6   "the Group" means the Company and its subsidiary undertakings
                (if any) other than those subsidiary undertakings authorised or
                required to be excluded from consolidation in the Company's
                group accounts pursuant to section 229 of the Act.

101.4   The certificate of the Auditors as to the amount of the Adjusted Capital
         and Reserves at any time shall be conclusive and binding on all
         concerned. Nevertheless the Board may act in reliance on a bona fide
         estimate of the amount of the Adjusted Capital and Reserves at any time
         and if in consequence the limit contained in this Article is
         inadvertently exceeded an amount of borrowings equal to the excess may
         be disregarded until the expiration of three months after the date on
         which by reason of a certificate of the Auditors or otherwise the Board
         became aware that such a situation has or may have arisen.

101.5   Notwithstanding the foregoing, no lender or other person dealing with
         the Company shall be concerned to see or inquire whether the limit
         imposed by this Article is observed and no borrowing incurred or
         security given in excess of such limit shall be invalid or ineffectual,
         except in the case of express notice to the lender or the recipient of
         the security at the time when the borrowing was incurred or the
         security given that the limit imposed by this Article had been or was
         thereby exceeded.

                                      -52-

<PAGE>

      APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

102.     Number to retire by rotation

           At every annual general meeting one-third of the Directors who are
           subject to retirement by rotation or, if their number is not three or
           a multiple of three, the number nearest to but not exceeding
           one-third shall retire from office but, if there is only one Director
           who is subject to retirement by rotation, he shall retire.

103.     Identity of Directors to retire

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

104.     Retiring Director to remain in office until successor appointed

           Subject to these Articles, the Company at the meeting at which a
           Director retires by rotation may fill the vacated office and in
           default, the retiring Director shall, if willing to act, be deemed to
           have been reappointed unless at the meeting it is resolved not to
           fill the vacancy or unless a resolution for the reappointment of the
           Director is put to the meeting and lost.

105.     Eligibility for appointment as a Director

105.1    No person other than a Director retiring, whether by rotation or
         otherwise, shall be appointed or reappointed a Director at any general
         meeting unless:-

         105.1.1    he is recommended by the Board; or

                                      -53-

<PAGE>

         105.1.2     not less than seven nor more than forty-two clear days
                  before the day appointed for the meeting, notice executed by a
                  member qualified to vote at the meeting (not being the person
                  to be proposed) has been delivered to the Office (or received
                  by electronic communication at the address specified for the
                  purpose of receiving electronic communications in an
                  electronic communication containing the notice of meeting) of
                  the intention to propose that person for appointment or
                  reappointment stating the particulars which would, if he were
                  so appointed or reappointed, be required to be included in the
                  Company's register of Directors together with notice executed
                  by that person of his willingness to be appointed or
                  reappointed.

106.   Power of the Company to appoint Directors

         Subject to these Articles, the Company may by ordinary resolution
         appoint any person who is willing to act to be a Director, either to
         fill a vacancy on or as an addition to the existing Board, but so that
         the total number of Directors shall not at any time exceed any maximum
         number fixed by or in accordance with these Articles.

107.   Power of the Board to appoint Directors

         Without prejudice to the power of the Company in general meeting under
         these Articles to appoint any person to be a Director, the Board may
         appoint a person who is willing to act to be a Director, either to fill
         a vacancy or as an addition to the existing Board, but so that the
         total number of Directors shall not at any time exceed any maximum
         number fixed by or in accordance with these Articles. Any Director so
         appointed shall hold office only until the next following annual
         general meeting and shall not be taken into account in determining the
         Directors or the number of Directors who are to retire by rotation at
         the meeting. If not reappointed at such annual general meeting, he
         shall vacate office at the conclusion of the meeting.

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<PAGE>

108.     Position of retiring Directors

           Subject to these Articles, a Director who retires at an annual
           general meeting may, if willing to act, be reappointed. If he is not
           reappointed or deemed to be reappointed, he shall retain office until
           the meeting appoints someone in his place, or if it does not do so,
           until the end of the meeting.

109.     Company's power to remove a Director and appoint another in his place

           In addition to any power conferred by the Statutes, the Company may
           by an ordinary resolution remove any Director before the expiration
           of his period of office and may, subject to these Articles, by
           ordinary resolution appoint another person who is willing to act to
           be a Director in his place. Any person so appointed shall be treated,
           for the purposes of determining the time at which he or any other
           Director is to retire, as if he had become a Director on the day on
           which the person in whose place he is appointed was last appointed or
           reappointed a Director.

110.     Vacation of office by Directors

110.1    Without prejudice to the provisions for retirement by rotation or
           otherwise contained in these Articles, the office of a Director shall
           be vacated if:-

           110.1.1    he resigns his office by notice delivered to the Office or
                   tendered at a meeting of the Board;

           110.1.2    he becomes bankrupt or makes any arrangement or
                   composition with his creditors generally;

           110.1.3    he is or has been suffering from mental ill health or
                   becomes a patient for any purpose of any statute relating to
                   mental health and the Board resolves that his office is
                   vacated;

           110.1.4    without the permission of the Board, he is absent from
                   meetings of the Board for six consecutive months (whether or
                   not an alternate appointed by him attends) and the Board
                   resolves that his office is vacated;

                                      -55-

<PAGE>

         110.1.5    he ceases to be a Director by virtue of the Statutes or is
                 prohibited by law from being a Director or is removed from
                 office under these Articles;

         110.1.6    his resignation is requested by all other Directors
                 (provided those Directors are not less than three in number) by
                 notice delivered to the Office or tendered at a meeting of the
                 Board and, for this purpose, like notices each signed by a
                 director shall be as effective as a single notice signed by all
                 the Directors; or

         110.1.7    he is appointed to the office for a fixed term and that term
                 expires without him being reappointed.

111.     Directors over the age of seventy years to stand for reappointment
         annually

111.1    No person shall be disqualified from being appointed a Director, and no
          Director shall be required to vacate that office, by reason only of
          the fact that he has attained the age of seventy years or any other
          age nor shall it be necessary by reason of his age to give special
          notice under the Statutes of any resolution.

111.2    Any Director having attained the age of seventy years will be required
          to disclose his age to the Company and will be required to stand for
          reappointment at the next annual general meeting of the Company
          following his seventieth birthday and at each subsequent annual
          general meeting of the Company.

111.3    Where the Board convenes any general meeting of the Company at which
          (to the knowledge of the Board) a Director will be proposed for
          appointment or reappointment who will have attained the age of seventy
          years or more at the date for which the meeting is convened, the Board
          shall give notice of his age in years in the notice convening the
          meeting or in any document accompanying the notice, but the accidental
          omission to do so shall not invalidate any proceedings, or any
          appointment or reappointment of that Director, at that meeting.

111.4    Any Director standing for reappointment out of turn pursuant to this
          Article 111 shall be disregarded in determining when any other
          Director is to retire.

                                      -56-

<PAGE>

                              DIRECTORS' INTERESTS

112.  Contracts between a Director and the Company or a company in which the
       Company is interested

112.1 Subject to the Statutes and provided that a Director has disclosed to the
       Board the nature and extent of his material interest, that Director
       notwithstanding his office:-

       112.1.1      may hold any other office or place of profit with the
               Company (except that of Auditor) in conjunction with the office
               of Director and may act by himself or through his firm in a
               professional capacity for the Company (otherwise than as Auditor)
               and in either such case on such terms as to remuneration (whether
               by way of salary, commission, participation in profits or
               otherwise) and otherwise as the Board may determine; any such
               remuneration shall be either in addition to or in lieu of any
               remuneration provided for, by or pursuant to any other Article;

       112.1.2      may be a party to, or otherwise interested in, any contract
               with the Company or in which the Company is otherwise interested;

       112.1.3      may be a director or other officer of, or employed by, or a
               party to any contract with, or otherwise interested in, any body
               corporate promoted by the Company or in which the Company is
               otherwise interested or as regards which the Company has any
               powers of appointment; and

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

       and the purposes of this Article 112.1:-

       112.1.5      a general notice given to the Board that a Director is to be
               regarded as having an interest of the nature and extent specified
               in the notice in

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<PAGE>

               any contract 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 contract of the nature and extent so
               specified; and

       112.1.6      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 his interest.

112.2 The Board may cause any voting power conferred by the shares in any other
       company held or owned by the Company or any power of appointment to be
       exercised in such manner in all respects as it thinks fit, including the
       exercise of either of such powers in favour of a resolution appointing
       the Directors, or any of them, to be directors or officers of the other
       company, or in favour of the payment of remuneration to the directors or
       officers of the other company.

112.3 Save as otherwise provided by these Articles, a Director shall not vote
       on, or be counted in the quorum in relation to, any resolution of the
       Board or of a committee of the Board concerning any matter in which he
       has to his knowledge, directly or indirectly, an interest (other than his
       interest in shares or debentures or other securities of, or otherwise in
       or through, the Company) or duty which (together with any interest of a
       person connected with him as described in Article 112.4) is material and,
       if he shall do so, his vote shall not be counted. A Director shall be
       entitled to vote on and be counted in the quorum in respect of any
       resolution concerning any of the following matters:-

       112.3.1      the giving to him of any guarantee, security or indemnity in
               respect of money lent or obligations incurred by him or by any
               other person at the request of, or for the benefit of, the
               Company or any of its subsidiary undertakings;

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

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<PAGE>

       112.3.3      his subscribing or agreeing to subscribe for, or purchasing
               or agreeing to purchase, any shares, debentures or other
               securities of the Company or any of its subsidiary undertakings
               as a holder of securities, or his being, or intending to become,
               a participant in the underwriting or sub-underwriting of an offer
               of any such shares, debentures, or other securities by the
               Company or any of its subsidiary undertakings for subscription,
               purchase or exchange;

       112.3.4      any contract concerning any company not being a company in
               which the Director owns one per cent. or more (as defined in
               Article 112.5 below), in which he is interested, directly or
               indirectly, and whether as an officer, shareholder, creditor or
               otherwise;

       112.3.5      any arrangement for the benefit of employees of the Company
               or any of its subsidiary undertakings under which he benefits in
               a similar manner as the employees and which does not accord to
               any Director as such any privilege or advantage not accorded to
               the employees to whom the arrangement relates; and

       112.3.6      any contract concerning any insurance which the Company is
               empowered to purchase or maintain for, or for the benefit of, any
               Directors or for persons who include Directors.

112.4 A Director shall not vote on, or be counted in the quorum in relation to,
       any resolution of the Board concerning his own appointment, or the
       settlement or variation of the terms or the termination of his own
       appointment, as the holder of any office or place of profit with the
       Company or any company in which the Company is interested but, where
       proposals are under consideration concerning the appointment, or the
       settlement or variation of the terms or the termination of the
       appointment, of two or more Directors to offices or places of profit with
       the Company or any company in which the Company is interested, a separate
       resolution may be put in relation to each Director and in that case each
       of the Directors concerned shall be entitled to vote on and be counted in
       the quorum in relation to each resolution which does not concern either:
       (a) his own appointment or the settlement or variation of the terms or
       the termination of his

                                      -59-

<PAGE>

       own appointment; or (b) the appointment of another Director to an office
       or place of profit with a company in which the Company is interested and
       in which the Director seeking to vote and be counted in the quorum is
       interested by virtue of owning of one per cent. or more (as defined in
       Article 112.5). For the purposes of this Article 112.4, an interest of a
       person who is, for any purpose of the Statutes (excluding any statutory
       modification thereof not in force when this Article 112.4 becomes binding
       on the Company), connected (which word shall have the meaning given to it
       by section 346 of the Act) with 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 without prejudice to any interest which the alternate
       director has otherwise.

112.5 A company shall be deemed to be a company in which a Director owns one
       percent. or more if and for so long as he is directly or indirectly the
       holder of or beneficially interested in one per cent. or more of any
       class of the equity share capital of such company or of the voting rights
       available to members of such company. For this purpose, there shall be
       disregarded any shares held by a Director as bare or custodian trustee
       and in which he has no beneficial interest, any shares comprised in a
       trust in which the Director's interest is in reversion or remainder (if
       and so long as some other person is entitled to receive the income from
       such trust) and any shares comprised in an authorised unit trust scheme
       in which the Director is interested only as a unit holder.

112.6 Where a company in which a Director owns one per cent. or more is
       materially interested in a contract, he shall also be deemed to be
       materially interested in that contract.

112.7 References in this Article 112 to a contract include references to any
       proposed contract and to any transaction or arrangement whether or not
       constituting a contract.

112.8 If any question shall arise at any meeting of the Board as to the
       materiality of the interest of a Director (other than the chairman of the
       meeting) or as to the entitlement of any Director (other than the
       chairman of the meeting) to vote or be counted in the quorum and the
       question is not resolved by his voluntarily

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

112.9 Subject to the Statutes and the Listing Rules (as they may be amended from
       time to time) of the UK Listing Authority, the Company may by ordinary
       resolution suspend or relax the provisions of this Article to any extent
       or ratify any contract not duly authorised by reason of a contravention
       of this Article.

                       DIRECTORS' GRATUITIES AND PENSIONS

113.  Directors' gratuities and pensions

       The Board or any committee authorised by the Board may exercise all the
       powers of the Company to provide benefits, whether by the payment of
       gratuities, pensions, annuities, allowances, bonuses or by insurance or
       otherwise, for any Director or former Director who holds or who has held
       but no longer holds any executive office, other office, place of profit
       or employment with the Company or with any body corporate which is or has
       been a subsidiary undertaking of the Company or a predecessor in business
       of the Company or of any such subsidiary undertaking, and for any member
       of his family (including a spouse and a former spouse) or any person who
       is or was dependent on him, and may (as well before as after he ceases to
       hold such office, place of profit or employment) establish, maintain,
       support, subscribe to and contribute to any scheme trust or fund for the
       benefit of all or any such persons and pay premiums for the purchase or
       provision of any such benefits. The Board or any committee authorised by
       the Board may procure any of these matters to be done by the Company
       either alone or in conjunction with any other person. No Director or
       former Director shall be

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       accountable to the Company or the members for any benefit provided
       pursuant to this Article and the receipt of any such benefit shall not
       disqualify any person from being or becoming a Director.

                            PROCEEDINGS OF THE BOARD

114.  Board meetings

       The Board may meet for the despatch of business, adjourn and otherwise
       regulate its meetings as it thinks fit. A Director may, and the Secretary
       on the requisition of a Director shall, convene a meeting of the Board.

115.  Notice of Board meetings

       Notice of a Board meeting shall be deemed to be properly given to a
       Director if it is given to him personally or by word of mouth or sent in
       writing or by electronic communication to him at his last known address
       or any other address given by him to the Company for this purpose. A
       Director absent or intending to be absent from the United Kingdom may
       request the Board that notices of Board meetings shall during his absence
       be sent in writing or by electronic communication to him at an address
       given by him to the Company for this purpose but such notices need not be
       given any earlier than notices given to Directors not so absent and in
       the absence of any such request it shall not be necessary to give notice
       of a Board meeting to any Director who is for the time being absent from
       the United Kingdom. A Director may waive notice of any meeting either
       before or after the meeting.

116.  Voting

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

117.  Quorum

       The quorum necessary for the transaction of the business of the Board may
       be fixed by the Board and unless so fixed at any other number shall be
       two. Subject to these Articles, any Director who ceases to be a Director
       at a Board meeting

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       may continue to be present and to act as a Director and be counted in the
       quorum until the termination of the Board meeting if no other Director
       objects and if otherwise a quorum of Directors would not be present.

118.  Board vacancies below minimum number

       The continuing Directors or a sole continuing Director may act
       notwithstanding any vacancies on the Board but, if the number of
       Directors is less than the minimum number fixed by or in accordance with
       these Articles, the continuing Directors or Director may act only for the
       purpose of filling vacancies on the Board or of convening a general
       meeting of the Company. If there are no Directors or Director able or
       willing to act, then any two members may call a general meeting of the
       Company for the purpose of appointing Directors.

119.  Appointment of chairman

       The Board may appoint a Director to be the chairman of the Board and may
       at any time remove him from that office. Unless he is unwilling to do so,
       the Director so appointed shall preside at every meeting of the Board at
       which he is present. If there is no Director holding the office of
       chairman, or if the Director holding it is unwilling to preside or is not
       present within five minutes after the time appointed for the meeting, the
       Directors present may appoint one of their number to be chairman of the
       meeting.

120.  Competence of the Board

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

121.  Participation in meetings by telephone

       All or any of the members of the Board or any committee of the Board may
       participate in a meeting of the Board or that committee by means of a
       conference telephone or any communication equipment which allows all
       persons participating in the meeting to hear and speak to each other. A
       person so participating shall be deemed to be present in person at the
       meeting and shall be entitled to vote and be

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       counted in a quorum accordingly. Such a meeting shall be deemed to take
       place where the largest group of those participating is assembled, or, if
       there is no such group, where the chairman of the meeting is and shall be
       deemed to be a meeting even if there is only one person physically
       present where it is deemed to take place.

122.  Written resolutions

       A resolution in writing signed by all of the Directors entitled to
       receive notice of a meeting of the Board (if that number is sufficient to
       constitute a quorum) or by all the members of a committee of the Board
       shall be as valid and effectual as if it had been passed at a meeting of
       the Board or that committee duly convened and held and may be contained
       in one document or in several documents in like form each signed by one
       or more of the Directors or members of that committee. A resolution in
       writing may be evidenced by letter, telex, cable, electronic
       communication, facsimile or otherwise as the Board may from time to time
       resolve.

123.  Registers

       Subject to the Statutes, the Company may keep an overseas, local or other
       register in any place, and the Board may make and vary such regulations
       as it may think fit concerning the keeping of the register.

124.  Company books

124.1 The Board shall cause minutes to be made in books kept for the purpose of
       recording:-

       124.1.1      all appointments of officers made by the Board;

       124.1.2      all proceedings at meetings of the Company, of the holders
               of any class of shares in the Company and of the Board and of
               committees of the Board, including the names of the Directors or
               members of a committee of the Board present at each such meeting.

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124.2    Subject to the Statutes, any such minutes as are referred to in Article
         124.1 if purporting to be signed by the chairman of the meeting at
         which the appointments were made or proceedings held or by the chairman
         of the next succeeding meeting, shall be sufficient evidence of the
         facts therein stated without any further proof.

125.     Validity of acts of the Board or a committee

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

                                    SECRETARY

126.     Appointment of Secretary

         Subject to the Statutes, the Secretary shall be appointed by the Board
         at such remuneration and upon such terms as it thinks fit and any
         Secretary so appointed may be removed by the Board.

                                    THE SEAL

127.     Use of seal

         The Seal shall only be used by the authority of the Board or a
         committee of the Board. The Board or any such committee may determine
         who shall sign any instrument to which the Seal is affixed and unless
         otherwise so determined it shall be signed by one Director and the
         Secretary or by two Directors. As regards any share certificate or any
         other certificate in respect of any other security, the Board may
         determine that the presence of such persons and their signatures (or
         either of them) shall be dispensed with and/or that their signatures
         shall be affixed by some method or system of mechanical signature or
         shall be printed on them. Any

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

128.     Execution as a deed without sealing

         Where the Statutes so permit, any instrument signed by one Director and
         the Secretary or by two Directors and expressed to be executed by the
         Company shall have the same effect as if executed under the Seal,
         provided that no instrument shall be so signed which makes it clear on
         its face that it is intended by the person or persons making it to have
         effect as a deed without the authority of the Board or a committee of
         the Board.

129.     Securities Seal

         The Securities Seal shall only be used by the authority of the Board or
         of a committee authorised by the Board in that behalf. The Securities
         Seal shall only be used for sealing securities and documents creating
         or evidencing securities so issued. Any such securities or documents
         impressed with the Securities Seal shall not be required to be signed.

130.     Official seal

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

131.     Authentication of documents

         Any Director or the Secretary or any person appointed by the Board for
         the purpose shall have power to authenticate any documents or other
         communications affecting the constitution of the Company (including the
         memorandum and articles of association) and any resolutions passed by
         the company or the Board, or any committee appointed by the Board, and
         any books, records, documents, accounts and other communications
         relating to the business of the Company, and to certify copies thereof
         or extracts therefrom as true copies or extracts; and where any books,
         records, documents, accounts or other

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         communications are kept elsewhere than at the Office the local manager
         or other officer of the Company having the custody thereof shall be
         deemed to be a person appointed by the Directors as aforesaid.

                                    DIVIDENDS

132.     Company may declare dividends

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

133.     Board may pay interim dividends and fixed dividends

         Subject to the Statutes, the Board may pay interim dividends if it
         appears to the Board that they are justified by the financial position
         of the Company. If the share capital of the Company is divided into
         different classes, the Board may pay interim dividends on shares which
         confer deferred or non-preferred rights to dividends as well as on
         shares which confer preferential or special rights to dividends but no
         interim dividend shall be paid on shares carrying deferred or
         non-preferred rights if, at the time of payment, any preferential
         dividend is in arrears. The Board may also pay at intervals settled by
         it any dividend payable at a fixed date if it appears to the Board that
         the financial position of the Company justifies the payment. If the
         Board acts in good faith, it shall not incur any liability to the
         holders of shares conferring preferred rights for any loss which they
         may suffer by reason of the lawful payment of an interim dividend on
         any shares having deferred or non-preferred rights.

134.     Calculation and currency of dividends

         Except in so far as the rights attaching to any share otherwise
         provide, all dividends shall be declared and paid according to the
         amounts paid up on the shares on which the dividend is paid, but (for
         the purposes of this Article only) no amount paid up on a share in
         advance of calls shall be treated as paid up on the share. All
         dividends shall be apportioned and paid proportionately to the amounts
         paid up on the shares during any portion or portions of the period in

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

135.     Non-cash dividends

         A general meeting declaring a dividend may, upon the recommendation of
         the Board, by ordinary resolution direct that it shall be satisfied
         wholly or partly by the distribution of assets and, in particular, of
         paid-up shares or debentures of any other company and, where any
         difficulty arises concerning such distribution, the Board may settle it
         as the Board thinks expedient and in particular, may issue fractional
         certificates or, subject to the Statutes and, in the case of shares
         held in uncertificated form, the system's rules, authorise and instruct
         any person to sell and transfer any fractions or may ignore fractions
         altogether, and may fix the value for distribution of any assets and
         may determine that cash shall be paid to any member upon the basis of
         the value so fixed in order to secure equality of distribution and may
         vest any assets to be distributed in trustees as the Board may consider
         expedient.

136.     Scrip dividends

136.1    Subject to the Statutes, the Board may, if authorised by an ordinary
         resolution of the Company, offer the holders of ordinary shares
         (subject to such exclusions or other arrangements as the Board may
         consider necessary or expedient in relation to any legal or practical
         problems under the laws of any overseas territory or the requirements
         of any regulatory body or stock exchange) the right to elect to receive
         new ordinary shares, credited as fully paid, instead of cash for all or
         part (as determined by the Board) of the dividend specified by the
         ordinary resolution. The following provisions shall apply:-

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

136.1.2  the basis of allotment to each holder of ordinary shares shall be such
         number of new ordinary shares credited as fully paid as have a value as
         nearly as possible equal to (but not greater than) the amount of the
         dividend (disregarding any tax credit) which he has elected to forego.
         For this purpose, the "value" of an ordinary share shall be deemed to
         be whichever is the greater of its nominal value and the average of the
         middle market quotations for the Company's ordinary shares on the
         London Stock Exchange as derived from the Daily Official List on the
         day on which the shares are first quoted "ex" the relevant dividend and
         the four subsequent dealing days or in such other manner as may be
         determined by or in accordance with the ordinary resolution. A
         certificate or report by the Auditors as to the amount of the value in
         respect of any dividend shall be conclusive evidence of that amount;

136.1.3  no fraction of an ordinary share shall be allotted and if any holder of
         ordinary shares would otherwise be entitled to fractions of a share,
         the Board may deal with the fractions as it thinks fit;

136.1.4  the Board shall not proceed with any election unless the Company has
         sufficient unissued shares authorised for issue and sufficient reserves
         or funds which may be capitalised to give effect to the election
         following the Board's determination of the basis of allotment;

136.1.5  on or as soon as practicable after announcing that the Board is to
         declare or recommend any dividend, the Board, if it intends to offer an
         election for that dividend, shall also announce that intention and
         having determined the basis of allotment, shall notify the holders of
         ordinary shares in writing of the right of election offered to them and
         shall send with, or following, such notification, forms of election and
         shall specify

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<PAGE>

         the procedure to be followed and place at which, and the latest date
         and time by which, duly completed forms of election must be lodged in
         order to be effective;

136.1.6  the dividend (or that part of the dividend in respect of which a right
         of election has been offered) shall not be payable on ordinary shares
         in respect of which an election has been duly made (the "elected
         shares") and instead additional ordinary shares shall be allotted to
         the holders of the elected shares on the basis of allotment so
         determined. For such purpose, the Board shall capitalise, out of any
         amount standing to the credit of any reserve or fund (including the
         profit and loss account), whether or not the same is available for
         distribution, as the Board may determine, a sum equal to the aggregate
         nominal amount of the additional ordinary shares to be allotted on that
         basis and apply it in paying up in full the appropriate number of
         unissued ordinary shares for allotment and distribution to the holders
         of the elected shares on that basis;

136.1.7  the additional ordinary shares so allotted shall be allotted as of the
         record date for the dividend for which the right of election has been
         offered and shall rank pari passu in all respects with the fully paid
         ordinary shares then in issue except that they will not rank for any
         dividend or other distribution entitlement which has been declared,
         made, paid or is payable by reference to that record date; and

136.1.8  the Board may establish and/or vary a procedure to comply with election
         mandates submitted by a holder of ordinary shares to the effect that
         such holder may elect in relation to rights of election offered in the
         future to that holder under this Article and the Company shall comply
         with such election mandate until it is revoked in writing in accordance
         with that procedure.

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137.     Right to deduct amounts due on shares from dividends

         The Board may deduct from any dividend or other moneys payable in
         respect of a share to a member all sums of money (if any) presently
         payable by him to the Company on account of calls or otherwise in
         respect of shares of the Company.

138.     No interest on dividends

         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.

139.     Payment procedure

         Any dividend or other moneys payable in respect of a share may be paid
         in cash or by cheque, warrant or other financial instrument, bank or
         other funds transfer system or by any other method the Board may
         consider appropriate sent to the registered address of the person
         entitled (or, in the case of joint holders, to the registered address
         of the holder whose name stands first in the register in respect of the
         share) or to such person and such address as the holder (or joint
         holders) may in writing to the Company direct or may be sent by such
         other means, including (without limitation and subject, where relevant,
         to the system's rules) by electronic means, as the Board may decide.
         Such payment may be sent through the post or equivalent means of
         delivery or by such other means, including by electronic media, as the
         Board may decide. If payment is made by cheque, warrant or financial
         instrument such cheque, warrant or financial instrument shall be made
         payable to the person or persons entitled or to such person as the
         person or persons entitled may in writing direct and payment of the
         cheque, warrant or financial instrument shall be a good discharge to
         the Company. Subject, where relevant, to the system's rules, every such
         cheque, warrant, financial instrument or electronic transfer shall be
         sent at the risk of the person entitled to the money represented
         thereby. If any such cheque, warrant or financial instrument has, or
         shall be alleged to have, been lost, stolen or destroyed, the Board
         may, on request of the person entitled, issue a replacement cheque,
         warrant or financial instrument subject to compliance with such
         conditions as to evidence and indemnity and the

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         payment of out-of-pocket expenses of the Company in connection with the
         request as the Board thinks fit. Where any such dividend or other
         moneys is paid by any bank or other funds transfer system or such other
         means, including (without limitation and subject, where relevant, to
         the system's rules) by electronic means, as the Board may decide and
         whether on the written direction of the person or persons entitled or
         otherwise, the Company shall have no responsibility for any sums lost
         or delayed in the course of any such transfer.

140.     Receipt by joint holders

         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 in respect of the share.

141.     Where payment of dividends need not be made

         The Company may cease to send any cheque, warrant or other financial
         instrument through the post for any dividend or other moneys payable in
         respect of a share which is normally paid in that manner on that share
         if, in respect of at least two consecutive dividends payable on that
         share, the cheques, warrants or other financial instruments have been
         returned undelivered or remain uncashed (or, following one such
         occasion, if reasonable enquiries have failed to establish any new
         address of the holder) but, subject to these Articles, the Company
         shall recommence sending cheques, warrants or other financial
         instruments in respect of dividends or other moneys payable on that
         share if the holder or person entitled by transmission claims the
         arrears of dividend and does not instruct the Company to pay future
         dividends in some other way.

142.     Forfeiture of unclaimed dividends

         Any dividend which has remained unclaimed for twelve years from the
         date when it became due for payment shall, unless the Board otherwise
         resolves, be forfeited and revert to the Company.

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                            CAPITALISATION OF PROFITS

143.     Capitalisation of profits

143.1    Upon the recommendation of the Board, the Company may pass an ordinary
         resolution to the effect that it is desirable to capitalise all or any
         part of any undivided profits of the Company not required for paying
         any preferential dividend (whether or not they are available for
         distribution) or all or any part of any sum standing to the credit of
         any reserve or fund (whether or not available for distribution).

143.2    The Board may appropriate the sum resolved to be capitalised to the
         members who would have been entitled to it if it were distributed by
         way of dividend and in the same proportions and apply such sum on their
         behalf either in or towards paying up the amounts, if any, 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 that sum, and allot the shares or debentures credited
         as fully paid to those members, or as they may direct, in those
         proportions, or partly in one way and partly in the other; but for the
         purposes of this Article the share premium account, the capital
         redemption reserve, and any reserve or fund representing profits which
         are not available for distribution may only be applied in paying up in
         full unissued shares of the Company.

143.3    The Board may 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, of any shares
         or debentures to which they are entitled upon such capitalisation, any
         agreement made under such authority being binding on all such members.

143.4    If any difficulty arises concerning any distribution of any capitalised
         reserve or fund, the Board may, subject to the Statutes and, in the
         case of shares held in uncertificated form, the system's rules, settle
         it as the Board considers expedient and in particular may issue
         fractional certificates, authorise any person to sell and transfer any
         fractions or resolve that the distribution should be made as nearly as
         practicable in the correct proportion or may ignore fractions
         altogether, and may

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         determine that cash payments shall be made to any members in order to
         adjust the rights of all parties as the Board considers expedient.

                                  RECORD DATES

144.     Power to choose record date

         Notwithstanding any other provision of these Articles, the Company or
         the Board may fix any date as the record date for any dividend,
         distribution, allotment or issue and such record date may be on or at
         any time before or after any date on which the dividend, distribution,
         allotment or issue is declared, paid or made.

                                    ACCOUNTS

145.     Records to be kept

         The Board shall cause accounting records to be kept sufficient to give
         a true and fair view of the Company's state of affairs and to comply
         with the Statutes.

146.     Copy of accounts to be sent to members

         A printed copy of every profit and loss account and balance sheet,
         including all documents required by law to be annexed to the balance
         sheet which is to be laid before the Company in general meeting,
         together with copies of the Directors' and of the Auditors' reports (or
         such documents which may be required or permitted by law to be sent in
         place) shall, not less than twenty-one clear days before the date of
         the meeting, be sent to every member (whether or not he is entitled to
         receive notices of general meetings of the Company) and to every holder
         of debentures of the Company (whether or not he is so entitled) and to
         the Auditors provided that if the Company is permitted by law to send
         to any member, to any holder of debentures of the Company or to the
         Auditors any summary financial statement in place of all or any of such
         profit and loss account and balance sheet or other documents, this
         Article shall impose no greater obligation on the Company than that
         imposed by law; but this Article shall not require a copy of those
         documents to be sent to any member or holder of debentures of whose
         address the Company is unaware or to more than one of the joint holders
         of any shares or debentures.

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147.     Inspection of records

         No member in his capacity as a member shall have any right of
         inspecting any accounting records or other book or document of the
         Company except as conferred by law or authorised by the Board or by
         ordinary resolution of the Company.

                                     NOTICES

148.     Form of Notices

         Any notice to be given to or by any person pursuant to these Articles
         (other than a notice calling a meeting of the Board) shall be in
         writing except that, if it is given using electronic communications, it
         need not be in writing unless these Articles specifically require it to
         be.

149.     Service of notice

149.1    Any notice, document or other communication may (to the extent
         compatible with the nature of the thing served) be sent by electronic
         communication to an address for the time being notified (by the person
         wishing to receive the electronic communication) for that purpose to
         the person sending the communication. Except insofar as the Statutes
         otherwise require, for electronic communications given by the Company
         to any member (but not vice versa) the Company may treat an address
         notified for the purpose of any electronic communication as that
         member's address for all electronic communications, whatever their
         content, until the member notifies the Company otherwise.

149.2    Otherwise, any notice, document (including a share certificate) or
         other communication may, to the extent compatible with the nature of
         the thing served, be served on or delivered to a member by the Company
         either personally, by sending it by post in a prepaid envelope
         addressed to the member at his registered address or by so addressing
         the envelope and leaving it at that address or by any other means
         authorised in writing by the member concerned.

149.3    In the case of joint holders of a share, all notices, documents or
         other communications, however sent, shall be served on or delivered to
         the joint holder

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         whose name stands first in the register in respect of the joint holding
         and such service or delivery shall for all purposes be deemed
         sufficient service on or delivery to all the joint holders.

149.4    A member whose registered address is not within the United Kingdom and
         who gives to the Company an address within the United Kingdom at which
         notices, documents or other communications may be served on or
         delivered to him shall be entitled to have notices, documents or other
         communications served on or delivered to him at that address but
         otherwise no such member shall be entitled to receive any notice,
         documents or other communications from the Company. Such address may,
         at the Board's discretion, be an address for the purposes of electronic
         communications.

149.5    The Board may at any time without prior notice (and whether or not the
         Company has previously sent electronic communications to that address)
         refuse to send electronic communications to any address notified to the
         Company for the purposes of electronic communications if it believes
         that its refusal is necessary or expedient in relation to any legal or
         practical problems under the laws of, or the requirements of any
         regulatory body or stock exchange or other authority in, any territory,
         or that for any reason it should not send electronic communications to
         that address.

149.6    Subject to the Statutes, the Board may from time to time issue, endorse
         or adopt terms and conditions relating to the use of electronic
         communications under these Articles.

150.     When notice deemed served

         Any notice, document or other communication:

150.1    if sent by the Company by post, shall be deemed to have been served or
         delivered on the day following that on which it was put in the post
         and, in proving service or delivery, it shall be sufficient to prove
         that the notice, document or communication was properly addressed,
         prepaid and put in the post. Any notice or other document not sent by
         post but left by the Company at a registered address shall be deemed to
         have been served or delivered on the day it was so left;

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150.2    if sent by the Company by way of electronic communication shall be
         deemed to have been served or delivered at the expiration of 48 hours
         after the time it was sent and proof that the notice or communication
         was sent in accordance with guidance issued by the Institute of
         Chartered Secretaries and Administrators shall be conclusive evidence
         that it was served or delivered;

150.3    if served or delivered by the Company by any other means authorised in
         writing by the member concerned shall be deemed to have been served
         when the Company has carried out the action it has been authorised to
         take for that purpose; and

150.4    to be given by the Company by advertisement shall be deemed to have
         been served on the day on which the advertisement appears.

151.     Service of notice on person entitled by transmission

         Where a person is entitled by transmission to a share, any notice,
         document or other communication shall be served upon or delivered to
         him by the Company, as if he were the holder of that share and the
         address noted in the register were his registered address or (to the
         extent compatible with the nature of the thing served, and subject to
         the Board's discretion) that given by the holder for the purposes of
         electronic communications. Otherwise, any notice, document or other
         communication served on or delivered to any member pursuant to these
         Articles shall, notwithstanding that the member is then dead or
         bankrupt or that any other event giving rise to the transmission of the
         share by operation of law has occurred and whether or not the Company
         has notice of the death, bankruptcy or other event, be deemed to have
         been properly served or delivered in respect of any share registered in
         the name of that member as sole or joint holder.

152.     Record date for service

         Any notice, document or other communication may be served or delivered
         by the Company by reference to the register as it stands at any time
         not more than fifteen days before the date of service or delivery. No
         change in the register after that time shall invalidate that service or
         delivery. Where any notice, document or other communication is served
         on or delivered to any person in respect of a share

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         in accordance with these Articles, no person deriving any title or
         interest in that share shall be entitled to any further service or
         delivery of that notice, document or communication.

153.     Notice when post not available

         If at any time postal services within the United Kingdom are suspended
         or curtailed so that the Company is unable effectively to convene a
         general meeting or a meeting of the holders of any class of shares in
         its capital by notice sent through the post, any such meeting may be
         convened by a notice advertised in at least one newspaper with a
         national circulation and in that event the notice shall be deemed to
         have been served on all members and persons entitled by transmission,
         who are entitled to have notice of the meeting served upon them, on the
         day when the advertisement has appeared in at least one such paper. If
         at least six clear days prior to the meeting the giving of notices by
         post to addresses throughout the United Kingdom has, in the Board's
         opinion, become practicable, the Company shall send confirmatory copies
         of the notice by post (or, where an address for the purposes of
         electronic communications has been provided, by electronic
         communication) to the persons entitled to receive them.

                                   WINDING-UP

154.     Distribution in kind

154.1    If the Company commences liquidation, the liquidator may, with the
         sanction of a special resolution of the Company and any other sanction
         required by the Statutes:-

         154.1.1    divide among the members in kind the whole or any part of
                    the assets of the Company (whether the assets are of the
                    same kind or not) and may, for that purpose, value any
                    assets and determine how the division shall be carried out
                    as between the members or different classes of members; or

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         154.1.2    vest the whole or any part of the assets in trustees upon
                    such trusts for the benefit of the contributories as the
                    liquidator, with the like sanction, shall determine,

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

155.     Power of sale

         The power of sale of the liquidator shall include a power to sell
         wholly or partly for shares or debentures or other obligations of
         another company, either then already constituted or about to be
         constituted, for the purpose of carrying out the sale.

                                    INDEMNITY

156.     Officer's indemnity

156.1    Subject to the Statutes, the Company may indemnify any Director or
         other officer against any liability. Subject to those provisions, but
         without prejudice to any indemnity to which the person concerned may
         otherwise be entitled, every Director or other officer of the Company
         and the Auditors shall be indemnified out of the assets of the Company
         against any liability incurred by him as a Director, other officer of
         the Company or as Auditor in defending any proceedings (whether civil
         or criminal) in which judgment is given in his favour or he is
         acquitted or in connection with any application under the Statutes in
         which relief is granted to him by the court.

156.2    Subject to the Statutes, the Board may purchase and maintain insurance
         at the expense of the Company for the benefit of any person who is or
         was at any time a Director or other officer or employee of the Company
         or of any other company which is a subsidiary or subsidiary undertaking
         of the Company or in which the Company has an interest whether direct
         or indirect or who is or was at any time a trustee of any pension fund
         or employee benefits trust in which any employee of the Company or of
         any such other company or subsidiary undertaking is or has been
         interested indemnifying such person against any liability which may
         attach to

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         him or loss or expenditure which he may incur in relation to anything
         done or alleged to have been done or omitted to be done as a Director,
         officer, employee or trustee.

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