THE COMPANIES LAW (2000 REVISION)
                            COMPANY LIMITED BY SHARES
                            MEMORANDUM OF ASSOCIATION
                                       OF

                          O2MICRO INTERNATIONAL LIMITED

   (conformed copy adopted by special resolution passed on 27th July 2000 and
              reflecting share split effective 28th November 2005)

1. The name of the Company is O2MICRO INTERNATIONAL LIMITED.

2. The Registered Office of the Company shall be at the offices of Maples and
Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Grand
Cayman, Cayman Islands, British West Indies or at such other place as the
Directors may from time to time decide.

3. The objects for which the Company is established are unrestricted and shall
include, but without limitation, the following:

(i) (a) To carry on business of
an investment company and to acquire, invest in and hold by way of investment,
sell and deal in shares, stocks, call options, put options, futures, debenture
stock, bonds, obligations, certificates of deposit, currencies (including
currency trading on margin, buying and selling currency calls and puts and
similar instruments), commodities, bills of exchange and securities of all kinds
created, issued or guaranteed by any government, sovereign, ruler,
commissioners, public body or authority, supreme, municipal, local or otherwise,
in any part of the world, or by any company, bank, association or partnership,
whether with limited or unlimited liability, constituted or carrying on business
in any part of the world, units of or participations in any unit trust scheme,
mutual fund or collective investment scheme in any part of the world, policies
of assurance and any rights and interests to or in any of the foregoing, and
from time to time to sell, deal in, exchange, vary or dispose of any of the
foregoing.


<PAGE>
                                       2

             (b) To acquire any such shares, stocks, options, debentures,
debenture stock, bonds, obligations, certificates of deposit, currencies, bills
of exchange, securities, units, participations, policies of assurance, rights or
interests aforesaid by original subscription, tender, purchase, exchange or
otherwise, to subscribe for the same either conditionally or otherwise, to enter
into underwriting and similar contracts with respect thereto and to exercise and
enforce all rights and powers conferred by or incidental to the ownership
thereof.

             (c) To receive moneys on deposits or loan and to borrow or raise
money in any currency with or without security and to secure or discharge any
debt or obligation of or binding on the Company in any manner and in particular
but without limitation by the issue of debentures, notes or bonds and to secure
the repayment of any money borrowed, raised or owing by mortgage, charge or lien
against the whole or any part of the Company's property or assets (whether
present or future) including its uncalled capital.

             (d) To advance, deposit or lend money, securities and/or property
to or with such persons, and on such terms as may seem expedient and to
discount, buy, sell and deal in bills, notes, warrants, coupons and other
negotiable or transferable securities or documents.

             (e) To act as promoters and entrepreneurs and to carry on business
as financiers, capitalists, concessionaires, merchants, brokers, traders,
dealers, agents, importers and exporters and to undertake and carry on and
execute all kinds of investment, financial, commercial, mercantile trading and
other operations.

(ii) To exercise and enforce all rights and powers conferred by or incidental to
the ownership of any shares, stock, obligations, or other securities including
without prejudice to the generality of the foregoing all such powers of veto or
control as may be conferred by virtue of the holding by the Company of some
special proportion of the issued or nominal amount thereof, to provide
managerial and other executive, supervisory and consultant services for or in
relation to any company in which the Company is interested upon such terms as
may be thought fit.
<PAGE>
                                       3

(iii) To purchase or otherwise acquire, to sell, exchange, surrender, lease,
mortgage, charge, convert, turn to account, dispose of and deal with real and
personal property and rights of all kinds and, in particular, mortgages,
debentures, produce, concessions, options, contracts, patents, annuities,
licences, stocks, shares, bonds, policies, book debts, business concerns,
undertakings, claims, privileges and choses in action of all kinds.

(iv) To subscribe for, conditionally or unconditionally, to underwrite, issue on
commission or otherwise, take, hold, deal in and convert stocks, shares and
securities of all kinds and to enter into partnership or into any arrangement
for sharing profits, reciprocal concessions or cooperation with any person or
company and to promote and aid in promoting, to constitute, form or organise any
company, syndicate or partnership of any kind, for the purpose of acquiring and
undertaking any property and liabilities of the Company or of advancing,
directly or indirectly, the objects of the Company or for any other purpose
which the Company may think expedient.

(v) To stand surety for or to guarantee, support or secure the performance of
all or any of the obligations of any person, firm or company whether or not
related or affiliated to the Company in any manner and whether by personal
covenant or by mortgage, charge or lien upon the whole or any part of the
undertaking, property and assets of the Company, both present and future,
including its uncalled capital or by any such method and whether or not the
Company shall receive valuable consideration therefor.


<PAGE>
                                       4

(vi) To engage in or carry on any other lawful trade, business or enterprise
which may at any time appear to the Directors of the Company capable of being
conveniently carried on in conjunction with any of the aforementioned businesses
or activities or which may appear to the Directors or the Company likely to be
profitable to the Company. In the interpretation of this Memorandum of
Association in general and of this Clause 3 in particular no object, business or
power specified or mentioned shall be limited or restricted by reference to or
inference from any other object, business or power, or the name of the Company,
or by the juxtaposition of two or more objects, businesses or powers and that,
in the event of any ambiguity in this clause or elsewhere in this Memorandum of
Association, the same shall be resolved by such interpretation and construction
as will widen and enlarge and not restrict the objects, businesses and powers of
and exercisable by the Company.

4. Except as prohibited or limited by the Companies Law (2000 Revision), the
Company shall have full power and authority to carry out any object and shall
have and be capable of from time to time and at all time exercising any and all
of the powers at any time or from time to time exercisable by a natural person
or body corporate in doing in any part of the world whether as principals,
agent, contractor or otherwise whatever may be considered by it necessary for
the attainment of its objects and whatever else may be considered by it as
incidental or conducive thereto or consequential thereon, including, but without
in any way restricting the generality of the foregoing, the power to make any
alterations or amendments to this Memorandum of Association and the Articles of
Association of the Company considered necessary or convenient in the manner set
out in the Articles of Association of the Company, and the power to do any of
the following acts or things, Viz: to pay all expenses of and incidental to the
promotion, formation and incorporation of the Company; to register the


<PAGE>

                                       5

Company to do business in any other jurisdiction; to sell, lease or dispose of
any property of the Company; to draw, make, accept, endorse, discount, execute
and issue promissory notes, debentures, bills of exchange, bills of lading,
warrants and other negotiable or transferable instruments; to lend money or
other assets and to act as guarantors; to borrow or raise money on the security
of the undertaking or on all or any of the assets of the Company including
incalled capital or without security; to invest monies of the Company in such
manner as the Directors determine; to promote other companies; to sell the
undertaking of the Company for cash or any other consideration; to distribute
assets in specie to members of the Company; to make charitable or benevolent
donations; to pay pensions or gratuities or provide other benefits in cash or
kind to Directors, Officers, employees, past or present and their families; to
carry on any trade or business and generally to do all acts and things which, in
the opinion of the Company or the Directors, may be conveniently or profitably
or usefully acquired and dealt with, carried on, executed or done by the Company
in connection with the business aforesaid PROVIDED THAT the Company shall only
carry on the businesses for which a licence is required under the laws of the
Cayman Islands when so licensed under the terms of such laws.

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

6. The authorised share capital of the Company is US$100,000 divided into
4,750,000,000 Ordinary Shares with nominal or par value of US$0.00002
250,000,000 Preference Shares with nominal or par value of US$0.00002 each and
the Company shall have the power from time to time to divide the original or any
increased capital into classes and to attach thereto any preferential, deferred,
qualified or other special rights, privileges, restrictions or conditions.

WE the several persons whose names and addresses are subscribed are desirous of
being formed into a company in pursuance of this Memorandum of Association and
we respectively agree to take the number of shares in the capital of the Company
set opposite our respective names.

<PAGE>

                                       7

Dated this 14th day of March, l997.



SIGNATURE, ADDRESSES and                             NUMBER OF SHARES
DESCRIPTION OF SUBSCRIBER                            TAKEN BY EACH
-------------------------                            -------------



REBECCA STELLER
----------------------------------
Rebecca Steller, Attorney-at-Law                     One Ordinary
P.O. Box 309, Grand Cayman




GRAHAM LOCKINGTON
----------------------------------
Graham Lockington, Attorney-at-Law                   One Ordinary
P.O. Box 309, Grand Cayman




VETA ROCKETT
----------------------------------
Witness to the above signatures



I, Anthony Ian Goddard Asst. Registrar of Companies in and for the Cayman
Islands DO HEREBY CERTIFY that this is a true and correct copy of the Memorandum
of Association of this Company duly incorporated on the 14th day of March, l997.


                                                     ANTHONY IAN GODDARD
                                                     -------------------
                                                     Asst. Registrar of
Companies


<PAGE>


                        THE COMPANIES LAW (2004 REVISION)
                        ---------------------------------

                            COMPANY LIMITED BY SHARES
                            -------------------------

                  AMENDED AND RESTATED ARTICLES OF ASSOCIATION

                                       OF

                          O2MICRO INTERNATIONAL LIMITED
                          -----------------------------

       (adopted pursuant to a special resolution dated 14th November 2005)
       -------------------------------------------------------------------


1        In these Articles Table A in the Schedule to the Law does not apply
         and, unless there be something in the subject or context inconsistent
         therewith,
<TABLE>
<CAPTION>
<S>                                         <S>
         "Articles"                         means these Articles as originally framed or as from time to time
                                            altered by Special Resolution.

         "associate"                        has the  meaning  attributed  to it in the  rules  of the  Designated
                                            Stock Exchange.

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

         "Board"                            means the board of Directors of the Company.

         "Business                          Day" means a day (other than a Saturday or Sunday) on which banks
                                            are open for business in California, United States and the Cayman
                                            Islands.

         "Company"                          means the above named O2Micro International Limited.

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

         "Designated Stock
         Exchange"                          means a stock exchange in respect of which the shares of the Company are
                                            listed or quoted and where such stock exchange deems such listing or
                                            quotation to be the primary listing or quotation of the shares of the
                                            Company.

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

         "dividend"                         includes bonus.

         "dollars" or "US$"                 refers to the dollar currency of the United States of America and
                                            references to cents or should be construed accordingly.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                         <S>
         "Law"                              shall mean the Companies Law (2004 Revision) of the Cayman Islands as
                                            amended and every statutory modification or re enactment thereof
                                            for the time being in force.

         "Ordinary Shares"                  means the Ordinary Shares of nominal or par value US$0.00002 each.

         "Member"                           shall bear the meaning ascribed to it in the Law.

         "month"                            means calendar month.

         "Preference Shares"                means the  Preference  Shares  of  nominal  or par  value  US$0.00002
                                            having   the   designations,    powers,   preferences,    privileges,
                                            participating,  optional or special rights,  and the  qualifications,
                                            limitations or restrictions  thereof including,  without  limitation,
                                            dividend rights,  voting rights,  terms of redemption and liquidation
                                            preferences  as  the  Directors   shall  in  their  sole   discretion
                                            determine in accordance with these Articles.

         "recognised clearing house"        shall have the meaning ascribed thereto in Part I
                                            of Schedule I of the Securities and Futures Ordinance of Hong Kong
                                            (Cap.571 of the Laws of Hong Kong) and any amendments thereto or
                                            re-enactments thereof for the time being in force and includes every
                                            other law incorporated therewith or substituted therefor.

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

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

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

         "shares"                           shall be construed as a reference to shares of each class of share of the
                                            Company from time to time in issue and includes fractions of shares
                                            (except as otherwise provided herein).

         "Special Resolution"               is a resolution  which has been passed by a majority of not less than
                                            three-fourths  of votes cast by such Members as, being entitled so to
                                            do,  vote  in  person  or,  in  the  case  of  such  Members  as  are
                                            corporations,  by their respective duly authorised representative or,
                                            where  proxies are  allowed,  by proxy at a general  meeting of which
                                            not  less  than  twenty-one  (21)  clear  days'  notice,   specifying
                                            (without  prejudice to the power contained in these Articles to amend
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                         <S>
                                            the  same) the  intention  to  propose  the  resolution  as a special
                                            resolution,  has been duly given.  Provided that,  except in the case
                                            of an annual  general  meeting,  if it is so agreed by a majority  in
                                            number of the  Members  having  the  right to attend  and vote at any
                                            such  meeting,  being a  majority  together  holding  not  less  than
                                            ninety-five  (95) per cent.  in nominal  value of the  shares  giving
                                            that right and in the case of an annual general meeting,  if it is so
                                            agreed  by all  Members  entitled  to  attend  and  vote  thereat,  a
                                            resolution  may be proposed and passed as a special  resolution  at a
                                            meeting of which less than  twenty-one  (21) clear  days'  notice has
                                            been given;a  special  resolution  shall be effective for any purpose
                                            for which an ordinary  resolution  is expressed to be required  under
                                            any provision of these Articles or the Statutes.

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

         Words importing the singular shall include the plural and vice versa.

         Words importing either gender shall include the other gender and the
         neuter.

         Words importing persons shall include corporations.

         References to "general meetings" in these Articles shall include annual
         general meetings and extraordinary general meetings.

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

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

                                 ISSUE OF SHARES

4        At the date of adoption of these Articles of Association the Company is
         authorised to issue 4,750,000,000 Ordinary Shares with nominal or par
         value of US$0.00002 each 250,000,000 Preference Shares of nominal or
         par value of US$0.00002 each.

5        Subject as herein provided and subject to any special terms of issue
         imposed in accordance with Article 6, the shares shall rank equally and
         in accordance with these Articles.

6        All shares in the Company for the time being unallotted and unissued
         shall be under the control of the Directors who may (subject to Article
         8) allot, issue, grant options over or otherwise dispose of shares of
         the Company with or without preferred, deferred or other special rights
         or restrictions whether in regard to dividend, voting, return of
         capital or otherwise and to such persons, at such times and on such
         other terms as they think proper.

<PAGE>

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

                                  SHARE RIGHTS

8.1      Subject to the provisions of the Law, the Memorandum and Articles of
         Association of the Company and to any special rights conferred on the
         holders of any shares or class of shares, any share in the Company
         (whether forming part of the present capital or not) may be issued with
         or have attached thereto such rights or restrictions whether in regard
         to dividend, voting, return of capital or otherwise as the Company may
         by ordinary resolution determine or, if there has not been any such
         determination or so far as the same shall not make specific provision,
         as the Board may determine.

8.2      Subject to the provisions of the Law, the Memorandum and Articles of
         Association of the Company, the rules of any Designated Stock Exchange,
         and to any special rights conferred on the holders of any shares or
         attaching to any class of shares, shares may be issued or converted
         into shares that, at a determinable date, or on the terms that they may
         be, or at the option of the Company or the holder are, liable to be
         redeemed on such terms and in such manner, including out of capital, as
         the Board may deem fit.

8.3      Where the Company purchases for redemption a redeemable share,
         purchases not made through the market or by tender shall be limited to
         a maximum price as may from time to time be determined by the Company
         in general meeting, either generally or with regard to specific
         purchases. If purchases of redeemable shares are by tender, tenders
         shall be available to all Members alike.

                             MODIFICATION OF RIGHTS

9        If at any time the share capital of the Company is divided into
         different classes of shares, all or any of the rights attached to any
         class of shares for the time being issued (unless otherwise provided
         for in the terms of issue of the shares of that class) may, subject to
         the provisions of the Law, be varied or abrogated with the consent in
         writing of the holders of not less than three fourths in nominal value
         of the issued shares of that class or with the sanction of a Special
         Resolution passed at a separate meeting of the holders of shares of
         that class. To every such separate meeting all the provisions of these
         Articles relating to general meetings shall mutatis mutandis apply, but
         so that the quorum for the purposes of any such separate meeting and of
         any adjournment thereof shall be a person or persons together holding
         (or representing by proxy) at the date of the relevant meeting not less
         than one-third in nominal value of the issued shares of that class, and
         that any holder of shares of the class present in person (or in the
         case of a corporation, by its duly authorized representative) or by
         proxy may demand a poll.
<PAGE>

10       The special rights conferred upon the holders of shares of any class
         shall not, unless otherwise expressly provided in the rights attaching
         to or the terms of issue of such shares, be deemed to be varied by the
         creation or issue of further shares ranking pari passu therewith or in
         priority thereto.

                       REDEMPTION AND REPURCHASE OF SHARES

11       Subject to the Law and to any rights conferred on the holders of any
         class of shares, the Company shall have the power to (a) purchase or
         otherwise acquire all or any of its own shares (which expression as
         used in this Article includes redeemable shares), (b) purchase or
         otherwise acquire warrants for the subscription or purchase of its own
         shares and shares and warrants for the subscription or purchase of any
         shares in any company which is its holding company and (c) give,
         directly or indirectly, by means of a loan, a guarantee, a gift, an
         indemnity, the provision of security or otherwise howsoever, financial
         assistance for the purpose of or in connection with a purchase or other
         acquisition made or to be made by any person of any shares or warrants
         in the Company or any company which is a holding company of the
         Company. The Company may pay for such shares or warrants in any manner
         authorised or not prohibited by law, including out of capital. Should
         the Company purchase or otherwise acquire its own shares or warrants,
         neither the Company nor the Board shall be required to select the
         shares or warrants to be purchased or otherwise acquired rateably or in
         any other manner as between the holders of shares or warrants of the
         same class or as between them and the holders of shares or warrants of
         any other class or in accordance with the rights as to dividends or
         capital conferred by any class of shares. Any such purchase or other
         acquisition or financial assistance shall only be made in accordance
         with any relevant code, rules or regulations issued by the Designated
         Stock Exchange from time to time in force for so long as the shares of
         the Company are listed on such Exchange.

12       The purchase or  redemption  of any share shall not be deemed to give
         rise to the purchase or redemption of any other share.

13       The holder of the shares being purchased, surrendered or redeemed shall
         be bound to deliver up to the Company at its registered office or such
         other place as the Board shall specify the certificate(s) thereof for
         cancellation and thereupon the Company shall pay to him the purchase or
         redemption monies in respect thereof.

                          COMMISSION ON SALE OF SHARES

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


<PAGE>

                            NON RECOGNITION OF TRUSTS

15       No person shall be recognised by the Company as holding any share upon
         any trust and the Company shall not be bound by or be compelled in any
         way to recognise (even when having notice thereof) any equitable,
         contingent, future, or partial interest in any share, or any interest
         in any fractional part of a share, or (except only as is otherwise
         provided by these Articles or the Law) any other rights in respect of
         any share except an absolute right to the entirety thereof in the
         registered holder.

                          DISCLOSURE OF SHARE INTEREST

15A      No action shall be taken to freeze or otherwise impair any of the
         rights attaching to any shares by reason only that the person or
         persons who are interested directly or indirectly therein have failed
         to disclose their interest to the Company.

                   REGISTER OF MEMBERS AND SHARE CERTIFICATES


16       The Company shall, in accordance with the Law and the rules of the
         Designated Stock Exchange, cause to be kept in one or more books a
         register of Members, and there shall be entered therein the particulars
         of the members and the shares issued to each of them and other
         particulars required under the Law and the rules of the Designated
         Stock Exchange.

17       The register(s) of Members shall during normal business hours (subject
         to such reasonable restrictions as the Directors may impose) be open to
         inspection by any member of the Company without charge and by any other
         person on payment of such fee as may from time to time be permitted
         under the rules of the Designated Stock Exchange. The register may be
         closed at such times and for such periods as the Board may from time to
         time determine, either generally or in respect of any class of shares,
         provided that the register shall not be closed for more than 30 days in
         any year (or such longer period as the members may by ordinary
         resolution determine provided that such period shall not be extended
         beyond 60 days in any year).

18       Every person whose name is entered as a member in the register shall be
         entitled without payment to receive, within 60 days, after allotment or
         lodgment of transfer (or within such other period as the conditions of
         issue shall provide), one certificate for all his shares of each class
         or, upon payment of such reasonable fee as the Board shall prescribe,
         such number of certificates for shares held as that person may request,
         provided that in respect of a share or shares held jointly by several
         persons the Company shall not be bound to issue a certificate or
         certificates to each such person, and the issue and delivery of a
         certificate or certificates to one of several joint holders shall be
         sufficient delivery to all such holders.

19       Every certificate for shares or debentures or representing any other
         form of security of the Company shall be issued under the seal of the
         Company, which shall only be affixed with the authority of the Board.

<PAGE>

20       Every share certificate shall specify the number of shares in respect
         of which it is issued and the amount paid thereon or the fact that they
         are fully paid, as the case may be, and may otherwise be in such form
         as the Board may from time to time prescribe.


21       The Company shall not be bound to register more than four persons as
         joint holders of any share. If any share shall stand in the names of
         two or more persons, the person first named in the register shall be
         deemed the sole holder thereof as regards service of notices and,
         subject to the provisions of these Articles, all or any other matters
         connected with the Company, except the transfer of the share.

22       If a share certificate is defaced, lost or destroyed, it may be
         replaced on payment of such reasonable fee, if any, as the Board may
         from time to time prescribe and on such terms and conditions, if any,
         as to publication of notices, evidence and indemnity, as the Board
         thinks fit and where it is defaced or worn out, after delivery up of
         the old certificate to the Company for cancellation, provided always
         that where share warrants have been issued, no new share warrant shall
         be issued to replace one that has been lost unless the Directors are
         satisfied beyond reasonable doubt that the original has been destroyed.
         The fee or fees shall not exceed the maximum fees prescribed by
         applicable law, rules or regulations.

                               TRANSFER OF SHARES

23       All transfers of shares may be effected by an instrument of transfer in
         the usual common form or in such other form as the Board may approve.
         All instruments of transfer must be left at the registered office of
         the Company or at such other place as the Board may appoint and all
         such instruments of transfer shall be retained by the Company.

24       The instrument of transfer shall be executed by or on behalf of the
         transferor and by or on behalf of the transferee PROVIDED that the
         Board may dispense with the execution of the instrument of transfer by
         the transferee in any case which it thinks fit in its discretion to do
         so. The instrument of transfer of any share shall be in writing and
         shall be executed with a manual signature or facsimile signature (which
         may be machine imprinted or otherwise) by or on behalf of the
         transferor and transferee PROVIDED that in the case of execution by
         facsimile signature by or on behalf of a transferor or transferee, the
         Board shall have previously been provided with a list of specimen
         signatures of the authorised signatories of such transferor or
         transferee and the Board shall be reasonably satisfied that such
         facsimile signature corresponds to one of those specimen signatures.
         The transferor shall be deemed to remain the holder of a share until
         the name of the transferee is entered in the register in respect
         thereof.

25       The Board may, in its absolute discretion, and without assigning any
         reason, refuse to register a transfer of any share which is not fully
         paid up or on which the Company has a lien. The Board may also decline
         to register any transfer of any shares unless:

<PAGE>

         (a)      the instrument of transfer is lodged with the Company
                  accompanied by the certificate for the shares to which it
                  relates (which shall upon registration of the transfer be
                  cancelled) and such other evidence as the Board may reasonably
                  require to show the right of the transferor to make the
                  transfer and/or with regard to whether or not the transfer
                  would result in any contravention of the restrictions (if any)
                  on the holding of shares imposed by the Board;


         (b)      the instrument of transfer is in respect of only one class of
                  shares;


         (c)      the instrument of transfer is properly stamped (in
                  circumstances where stamping is required);


         (d)      in the case of a transfer to joint holders, the number of
                  joint holders to which the share is to be transferred does not
                  exceed four;

         (e)      the shares concerned are free of any lien in favour of the
                  Company; and


         (f)      a fee of such maximum amount as the Designated Stock Exchange
                  may from time to time determine to be payable (or such lesser
                  sum as the Board may from time to time require) is paid to the
                  Company in respect thereof.

26       If the Board shall refuse to register a transfer of any share, it
         shall, within two months after the date on which the transfer was
         lodged with the Company, send to each of the transferor and the
         transferee notice of such refusal.

27       No transfer shall be made to an infant or to a person in respect of
         whom an order has been made by an competent court or official on the
         grounds that he is or may be suffering from mental disorder or is
         otherwise incapable of managing his affairs or under other legal
         disability.

28       Upon every transfer of shares the certificate held by the transferor
         shall be given up to be cancelled, and shall forthwith be cancelled
         accordingly, and a new certificate shall be issued without charge to
         the transferee in respect of the shares transferred to him, and if any
         of the shares included in the certificate so given up shall be retained
         by the transferor, a new certificate in respect thereof shall be issued
         to him without charge. The Company shall also retain the instrument(s)
         of transfer.

29       The registration of transfers may be suspended and the register closed
         at such times for such periods as the Board may from time to time
         determine, provided always that such registration shall not be
         suspended or the register closed for more than 30 days in any year (or
         such longer period as the members may by ordinary resolution determine
         provided that such period shall not be extended beyond 60 days in any
         year).
<PAGE>

                          COMPULSORY TRANSFER OF SHARES

30       The Board shall have power to impose such restrictions as it may think
         necessary for the purpose of ensuring that no shares are held by:


         (a)        any person in breach of the law or requirements of any
                    country or governmental authority; or


         (b)        any person or persons in circumstances (whether directly or
                    indirectly affecting such person or persons and whether
                    taken alone or in conjunction with any other persons,
                    connected or not, or any other circumstances appearing to
                    the Board to be relevant) which in the opinion of the Board
                    might result in the Company incurring any liability to
                    taxation or suffering any other pecuniary disadvantage which
                    the Company might not otherwise have incurred or suffered.

31       If it shall come to the notice of the Board that any shares are owned
         directly or beneficially by any person in contravention of any such
         restrictions as are referred to in Article 30, the Board may give
         notice to such person requiring him to transfer such shares to a person
         who would not thereby be in contravention of any such restrictions as
         aforesaid. If any person upon whom such a notice is served pursuant to
         this paragraph does not within thirty days after such notice transfer
         such shares as aforesaid or establish to the satisfaction of the Board
         (whose judgment shall be final and binding) that such shares are not
         held in contravention of any such restrictions he shall be deemed upon
         the expiration of such period of thirty days to have given an
         instrument of transfer in respect of all his shares the subject of such
         notice and the Directors shall be entitled to sell such shares at the
         best price reasonably obtainable from any other person and to appoint
         any person to sign on his behalf such documents as may be required for
         the purposes of the sale and transfer. Upon the Directors resolving to
         sell the shares of a member pursuant to this Article, the member shall
         be bound forthwith to deliver to the Company or its authorised agents
         the certificate(s) for such shares.

32       Payment of the purchase moneys payable on a purchase under this Article
         will be made in dollars and will be deposited by the Company with or to
         the order of a third party bank in the name of the Company for payment
         to any such person. Upon the deposit of such purchase moneys as
         aforesaid such person shall have no further interest in such shares or
         any of them or any claim against the Company in respect thereof except
         the right to receive the moneys so deposited (without interest).

33       The Company may, if required to do so by law or by any authority or by
         the Designated Exchange, make available to such authority or to the
         Designated Exchange such evidence or information which may have been
         furnished to or which may come into the possession of the Company as
         regards the identity of a holder of shares and/or the qualification of
         such a holder to hold or to continue to hold such shares and the
         Company shall not be liable to such holder for any loss occasioned by
         reason of such disclosure.


<PAGE>

                             TRANSMISSION OF SHARES

34       In the case of the death of a member, the survivor or survivors where
         the deceased was a joint holder, and the legal personal representatives
         of the deceased where he was a sole holder, shall be the only persons
         recognised by the Company as having any title to his interest in the
         shares; but nothing herein contained shall release the estate of a
         deceased holder (whether sole or joint) from any liability in respect
         of any share solely or jointly held by him.

35       Any person becoming entitled to a share in consequence of the death or
         bankruptcy or winding-up of a member may, upon such evidence as to his
         title being produced as may from time to time be required by the Board
         and subject as hereinafter provided, either be registered himself as
         holder of the share or elect to have some other person nominated by him
         registered as the transferee thereof.

36       If the person so becoming entitled shall elect to be registered
         himself, he shall deliver or send to the Company a notice in writing
         signed by him stating that he so elects. If he shall elect to have his
         nominee registered he shall testify his election by executing in favour
         of his nominee a transfer of such share. All the limitations,
         restrictions and provisions of these Articles relating to the right to
         transfer and the registration of transfers of shares shall be
         applicable to any such notice or transfer as aforesaid as if the death
         or bankruptcy or winding-up of the member had not occurred and the
         notice or transfer were a transfer executed by such member.

37       A person becoming entitled to a share by reason of the death or
         bankruptcy or winding-up of the holder shall be entitled to the same
         dividends and other advantages to which he would be entitled if he were
         the registered holder of the share. However, the Board may, if it
         thinks fit, withhold the payment of any dividend payable or other
         advantages in respect of such share until such person shall become the
         registered holder of the share or shall have effectually transferred
         such share, but, subject to the requirements of these Articles being
         met, such a person may vote at meetings.

                                      LIEN

38       The Company shall have a first and paramount lien on every share (not
         being a fully paid up share) for all moneys, whether presently payable
         or not, called or payable at a fixed time in respect of such share; and
         the Company shall also have a first and paramount lien and charge on
         all shares (other than fully paid up shares) standing registered in the
         name of a member (whether solely or jointly with others) for all the
         debts and liabilities of such member or his estate to the Company and
         whether the same shall have been incurred before or after notice to the
         Company of any equitable or other interest of any person other than
         such member, and whether the period for the payment or discharge of the
         same shall have actually arrived or not, and notwithstanding that the
         same are joint debts or liabilities of such member or his estate and
         any other person, whether such person is a member of the Company or
         not.


<PAGE>

39       The Company's lien (if any) on a share shall extend to all dividends
         and bonuses declared in respect thereof. The Board may resolve that any
         share shall for some specified period be exempt wholly or partially
         from the provisions of this Article.

40       The Company may sell in such manner as the Board thinks fit any shares
         on which the Company has a lien, but no sale shall be made unless some
         sum in respect of which the lien exists is presently payable or the
         liability or engagement in respect of which such lien exists is liable
         to be presently fulfilled or discharged, nor until the expiration of 14
         days after a notice in writing, stating and demanding payment of the
         sum presently payable or specifying the liability or engagement and
         demanding fulfilment or discharge thereof and giving notice of
         intention to sell in default, shall have been given to the registered
         holder for the time being of the shares or the person, of which the
         Company has notice, entitled to the shares by reason of such holder's
         death, mental disorder or bankruptcy.

41       The net proceeds of such sale by the Company after the payment of the
         costs of such sale shall be applied in or towards payment or
         satisfaction of the debt or liability or engagement in respect whereof
         the lien exists, so far as the same is presently payable, and any
         residue shall (subject to a like lien for debts or liabilities not
         presently payable as existed upon the shares prior to the sale and upon
         surrender, if required by the Company, for cancellation of the
         certificate for the share sold) be paid to the holder immediately
         before such sale of the share. For giving effect to any such sale, the
         Board may authorise any person to transfer the shares sold to the
         purchaser thereof and may enter the purchaser's name in the register as
         holder of the shares, and the purchaser shall not be bound to see to
         the application of the purchase money, nor shall his title to the
         shares be affected by any irregularity or invalidity in the proceedings
         in reference to the sale.

                                 CALLS ON SHARES

42       The Board may from time to time make such calls as it may think fit
         upon the members in respect of any monies unpaid on the shares held by
         them respectively (whether on account of the nominal amount of the
         shares or by way of premium or otherwise) and not by the conditions of
         allotment thereof made payable at fixed times. A call may be made
         payable either in one sum or by instalments. A call may be revoked or
         postponed as the Board may determine.

43       At least 14 days' notice of any call shall be given to each member
         specifying the time and place of payment and to whom such payment shall
         be made.

44       Every member upon whom a call is made shall pay the amount of every
         call so made on him to the person and at the time or times and place or
         places as the Board shall specify. A person upon whom a call is made
         shall remain liable on such call notwithstanding the subsequent
         transfer of the shares in respect of which the call was made.

<PAGE>

45       The joint holders of a share shall be severally as well as jointly
         liable for the payment of all calls and instalments due in respect of
         such share or other moneys due in respect thereof.

46       The Board may from time to time at its discretion extend the time fixed
         for any call, but no member shall be entitled to any such extension as
         a matter of grace and favour.

47       If the sum or any instalment payable in respect of any call is unpaid
         on or before the day appointed for payment thereof, the person or
         persons from whom the sum is due shall pay interest on the same at such
         rate not exceeding 15 per cent. per annum as the Board shall determine
         from the day appointed for the payment thereof to the time of actual
         payment, but the Board may waive payment of such interest wholly or in
         part.

48       No member shall be entitled to receive any dividend or bonus or to be
         present and vote (save as proxy for another member) at any general
         meeting, either personally or by proxy, or be reckoned in a quorum, or
         to exercise any other privilege as a member until all sums or
         instalments due from him to the Company in respect of any call, whether
         alone or jointly with any other person, together with interest and
         expenses (if any) shall have been paid. No amount paid up in advance of
         calls on any share shall for this purpose be treated as paid up on the
         share.

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

50       Any sum which by the terms of allotment of a share is made payable upon
         allotment or at any fixed date, whether on account of the nominal value
         of the share and/or by way of premium or otherwise, shall for all
         purposes of these Articles be deemed to be a call duly made and payable
         on the date fixed for payment, and in case of non payment, all the
         relevant provisions of these Articles as to payment of interest and
         expenses, liabilities of joint holders, forfeiture and the like, shall
         apply as if such sum had become payable by virtue of a call duly made
         and notified.

51       The Board may, if it thinks fit, receive from any member willing to
         advance the same, and either in money or money's worth, all or any part
         of the money uncalled and unpaid or instalments payable upon any shares
         held by him, and upon all or any of the moneys so advanced the Company
         may pay interest at such rate (if any) as the Board may decide. The
         Board may at any time repay the amount so advanced upon giving to such
         member not less than one month's notice in writing of its intention in
         that behalf, unless before the expiration of such notice the amount so
         advanced shall have been called up on the shares in respect of which it
         was advanced. No such sum paid in advance of calls shall entitle the
         member paying such sum to any portion of a dividend declared in respect
         of any period prior to the date upon which such sum would, but for such
         payment, become presently payable.

                                       1
<PAGE>

                              FORFEITURE OF SHARES

52       If a member fails to pay any call or instalment of a call on the day
         appointed for payment thereof, the Board may, at any time during such
         time as any part thereof remains unpaid, without prejudice to the
         provisions of these Articles, serve a notice on him requiring payment
         of so much of the call or instalment as is unpaid, together with any
         interest which may have accrued and which may still accrue up to the
         date of actual payment.

53       The notice shall name a further day (not earlier than the expiration of
         14 days from the date of service 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 in the event of non payment at or before the time and
         at the place appointed, the shares in respect of which the call was
         made or instalment is unpaid will be liable to be forfeited. The Board
         may accept a surrender of any share liable to be forfeited hereunder
         and in such case, references in these Articles to forfeiture shall
         include surrender.

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

55       Any share so forfeited shall be deemed to be the property of the
         Company, and may be re-allotted sold or otherwise disposed of on such
         terms and in such manner as the Board thinks fit and at any time before
         a re allotment, sale or disposition the forfeiture may be cancelled by
         the Board on such terms as it thinks fit.

56       A person whose shares have been forfeited shall cease to be a member in
         respect of the forfeited shares but shall, notwithstanding, remain
         liable to pay to the Company all moneys which, at the date of
         forfeiture, were payable by him to the Company in respect of the
         shares, together with (if the Board shall in its discretion so require)
         interest thereon from the date of forfeiture until payment at such rate
         not exceeding 15 per cent. per annum as the Board may prescribe, and
         the Board may enforce the payment thereof if it thinks fit, and without
         any deduction or allowance for the value of the shares forfeited, at
         the date of forfeiture. For the purposes of this Article any sum which,
         by the terms of issue of a share, is payable thereon at a fixed time
         which is subsequent to the date of forfeiture, whether on account of
         the nominal value of the share or by way of premium, shall
         notwithstanding that time has not yet arrived, be deemed to be payable
         at the date of forfeiture, and the same shall become due and payable
         immediately upon the forfeiture, but interest thereon shall only be
         payable in respect of any period between the said fixed time and the
         date of actual payment.

<PAGE>

57       A statutory declaration in writing that the declarant is a Director or
         Secretary of the Company, and that a share in the Company has been duly
         forfeited on a date stated in the declaration, shall be conclusive
         evidence of the facts therein stated as against all persons claiming to
         be entitled to the share. The Company may receive the consideration, if
         any, given for the share on any re allotment, sale or disposition
         thereof and the Board may authorise any person to execute a letter of
         re allotment or transfer the share in favour of the person to whom the
         share is re allotted, sold or disposed of and he shall thereupon be
         registered as the holder of the share, and shall not be bound to see to
         the application of the subscription or purchase money, if any, nor
         shall his title to the share be affected by any irregularity or
         invalidity in the proceedings in reference to the forfeiture, re
         allotment, sale or other disposal of the share.

58       When any share shall have been forfeited, notice of the forfeiture
         shall be given to the member in whose name it stood immediately prior
         to the forfeiture, and an entry of the forfeiture, with the date
         thereof, shall forthwith be made in the register. Notwithstanding the
         above, no forfeiture shall be in any manner invalidated by any omission
         or neglect to give such notice as aforesaid.

59       Notwithstanding any such forfeiture as aforesaid, the Board may at any
         time, before any share so forfeited shall have been re-allotted, sold,
         or otherwise disposed of, permit the share forfeited to be redeemed
         upon the terms of payment of all calls and interest due upon and
         expenses incurred in respect of the share, and upon such further terms
         (if any) as it thinks fit.

60       The  forfeiture  of a share shall not  prejudice  the right of the
         Company to any call  already  made or instalment payable thereon.

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

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

62       Subject to and in so far as permitted by the provisions of the Law and
         subject to Article 9, the Company may from time to time by Special
         Resolution alter or amend its Memorandum of Association and may,
         without restricting the generality of the foregoing, by ordinary
         resolution:

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

                                       3
<PAGE>

         (b) consolidate and divide all or any of its share capital into shares
             of larger amount than its existing shares. On any consolidation of
             fully paid shares and division into shares of larger amount, the
             Board may settle any difficulty which may arise as it thinks
             expedient and in particular (but without prejudice to the
             generality of the foregoing) may as between the holders of shares
             to be consolidated determine which particular shares are to be
             consolidated into each consolidated share, and if it shall happen
             that any person shall become entitled to fractions of a
             consolidated share or shares, such fractions may be sold by some
             person appointed by the Board for that purpose and the person so
             appointed may transfer the shares so sold to the purchaser thereof
             and the validity of such transfer shall not be questioned, and so
             that the net proceeds of such sale (after deduction of the expenses
             of such sale) may either be distributed among the persons who would
             otherwise be entitled to a fraction or fractions of a consolidated
             share or shares rateably in accordance with their rights and
             interests or may be paid to the Company for the Company's benefit;

         (c) sub-divide its existing shares or any of them into shares of
             smaller amount than is fixed by the Memorandum of Association
             or into shares without nominal or par value and so that the
             resolution whereby any share is sub-divided may determine
             that, as between the holders of the shares resulting from such
             sub-division, one or more of the shares may have any such
             preferred or other special rights, over, or may have such
             deferred rights or be subject to any such restrictions as
             compared with the others as the Company has power to attach to
             unissued or new shares;


         (d) divide its shares into several classes and without prejudice to any
             rights previously conferred on the holders of existing shares
             attach thereto respectively any preferential, deferred, qualified
             or special rights, privileges, conditions or such restrictions
             which in the absence of any such determination by the Company in
             general meeting, as the Directors may determine provided always
             that where the Company issues shares which do not carry voting
             rights, the words "non-voting" shall appear in the designation of
             such shares and where the equity capital includes shares with
             different voting rights, the designation of each class of shares,
             other than those with the most favourable voting rights, must
             include the words "restricted voting" or "limited voting"; or

         (e) 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.

63       All new shares created hereunder shall, except as permitted by these
         Articles, be subject to the same provisions with reference to the
         payment of calls, liens, transfer, transmission, forfeiture and
         otherwise as the shares in the original share capital.

64       Subject to the  provisions  of the Law, the Company may by Special
         Resolution  change its name or alter its objects.

<PAGE>

65       Subject to the provisions of the Law, the Company may by Special
         Resolution reduce its share capital and any capital redemption reserve
         fund.

66       Subject to the  provisions  of the Law, the  Company may by resolution
         of the  Directors  change the location of its registered office.

                                BORROWING POWERS

67       The Board may from time to time at its discretion exercise all the
         powers of the Company to raise or borrow or to secure the payment of
         any sum or sums of money for the purposes of the Company and to
         mortgage or charge its undertaking, property and assets (present and
         future) and uncalled capital or any part thereof.

68       The Board may raise or secure the payment or repayment of such sum or
         sums in such manner and upon such terms and conditions in all respects
         as it thinks fit and, in particular, by the issue of debentures,
         debenture stock, bonds or other securities of the Company, whether
         outright or as collateral security for any debts, liability or
         obligations of the Company or of any third party.

69       Debentures, debenture stock, bonds and other securities may be made
         assignable free from any equities between the Company and the person to
         whom the same may be issued.

70       Any debentures, debenture stock, bonds or other securities may be
         issued at a discount, premium or otherwise and with any special
         privileges as to redemption, surrender, drawings, allotment of shares,
         attending and voting at general meetings of the Company, appointment of
         Directors and otherwise.

71       The Board shall cause a proper register to be kept, in accordance with
         the provisions of the Law, of all mortgages and charges specifically
         affecting the property of the Company and shall duly comply with the
         requirements of the Law in regard to the registration of mortgages and
         charges therein specified and otherwise.

72       If the Company issues debentures or debenture stock (whether as part of
         a series or as individual instruments) not transferable by delivery,
         the Board shall cause a proper register to be kept of the holders of
         such debentures.

73       Where any uncalled capital of the Company is charged, all persons
         taking any subsequent charge thereon shall take the same subject to
         such prior charge, and shall not be entitled, by notice to the Members
         or otherwise, to obtain priority over such prior charge.

                                 GENERAL MEETING

74       The Company shall within one year of its incorporation and in each year
         of its existence thereafter (within 15 months, or such longer period as
         the Designated Stock Exchange may authorise, after the date of the
         previous annual general meeting) hold a general meeting as its annual
         general meeting and shall specify the meeting as such in the notices
         calling it. The annual general meeting shall be held at such time and
         place as the Directors shall appoint.

<PAGE>


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

76       The Directors may whenever they think fit, proceed to convene a general
         meeting of the Company


                           NOTICE OF GENERAL MEETINGS


77A      An annual general meeting and any extraordinary general meeting at
         which the passing of a Special Resolution is to be considered shall be
         called by not less than twenty-one (21) clear days' notice. All other
         extraordinary general meetings may be called by not less than fourteen
         (14) clear days' notice but a general meeting may be called by shorter
         notice, subject to the Law, if it is so agreed:

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

         (b)    in the case of any other meeting, by a majority in number of
                the Members having the right to attend and vote at the
                meeting, being a majority together holding not less than
                ninety-five per cent. (95%) in nominal value of the issued
                shares giving that right.

77B      Every  notice  shall be  exclusive  of the day on which it is given or
         deemed to be given and of the day for which it is given and shall
         specify the place, the day and the hour of the meeting and the
         general nature of the business and shall be given in manner
         hereinafter mentioned or in such other manner if any as may be
         prescribed by the Company PROVIDED that a general meeting of the
         Company shall, whether or not the notice specified in this Article
         has been given, be deemed to have been duly convened if it is so
         agreed either before or after the meeting by each person entitled to
         vote thereat who was not present in person (or in the case of a
         corporation, by its duly authorized representative) or by proxy by
         such person signing a written waiver of notice or a consent to the
         holding of the meeting or an approval of the minutes thereof. The
         waiver of notice, consent or approval need not specify either the
         business to be transacted or the purpose of any general meeting
         except that if action is taken or proposed to be taken in relation
         to the waiver of notice, consent or approval shall state the general
         nature of the proposal. All such waivers, consents and approvals
         shall be filed with the corporate records of the Company or referred
         to in the minutes of the Meeting. Attendance by a Member at a
         meeting shall also constitute a waiver of notice except when that
         person objects at the beginning of the meeting to the transaction of
         any business before the meeting is not lawfully called or convened.
         Such notice shall state the place, date, and hour of the meeting and
         (a) in the case of a general meeting other than an annual general
         meeting, the general nature of the business to be transacted, and no
         other business may be transacted, or (b) in the case of the annual
         general meeting, those matters which the Directors, at the time of
         the mailing of the notice, intends to present for action by the
         Members, and, subject to the provisions of Articles 90 and 91
         hereof, any proper matter may be presented at the meeting for such
         action. The notice of any meeting at which Directors are to be
         elected shall include the names of nominees intended at the time of
         the notice to be presented by the Directors for election.

<PAGE>

                         PROCEEDINGS AT GENERAL MEETINGS

78       No business shall be transacted at any general meeting unless a quorum
         of Members is present at the time when the meeting proceeds to
         business; the quorum shall be Members present in person (or in the case
         of a corporation, by its duly authorized representative) or by proxy
         holding a majority of shares carrying the right to vote. Members
         present in person (or in the case of a corporation, by its duly
         authorized representative) or by proxy at a meeting at which a quorum
         is present when the meeting proceeds to business may continue to do
         business until adjournment notwithstanding that a quorum ceases to
         exist provided any action taken is approved by at least a majority of
         the holders required to constitute a quorum.

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

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

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

82       The Chairman may, with the consent of any general meeting duly
         constituted hereunder, and shall if so directed by the holders, present
         in person (or in the case of a corporation, by its duly authorized
         representative) or by proxy, of a majority of the shares held by
         Members present at that meeting in person (or in the case of a
         corporation, by its duly authorized representative) or by proxy,
         adjourn the meeting from time to time and from place to place, but no
         business shall be transacted at any adjourned meeting other than the
         business left unfinished at the meeting from which the adjournment took
         place. When a general meeting is adjourned for more than forty five
         days or a new record date is fixed for the adjourned meeting, notice of
         the adjourned meeting shall be given as in the case of an original
         meeting; save as aforesaid it shall not be necessary to give any notice
         of an adjournment or of the business to be transacted at an adjourned
         general meeting.

83       At any general meeting a resolution put to the vote of the meeting
         shall be decided on a show of hands unless a poll is, before or on the
         declaration of the result of the show of hands, demanded by the
         Chairman or any other Member present in person (or in the case of a
         corporation, by its duly authorized representative) or by proxy.

<PAGE>

84       At any general meeting at which directors are to be elected, a Member
         shall be entitled to cumulate votes (i.e., cast for any candidate a
         number of votes greater than the number of votes which such Member
         normally is entitled to cast) if the candidates' names have been placed
         in nomination prior to commencement of the voting and the Member has
         given notice prior to commencement of the voting of the Member's
         intention to cumulate votes. If any Member has given such notice, then
         every Member entitled to vote may cumulate votes for candidates in
         nomination either (i) by giving one candidate a number of votes equal
         to the number of directors to be elected multiplied by the number of
         votes to which the Member's shares are normally entitled to, or (ii) by
         distributing Member's votes on the same principle among any or all of
         the candidates, as the Member thinks fit. The candidates receiving the
         highest number of affirmative votes, up to the number of directors to
         be elected, shall be elected; votes against any candidate and votes
         withheld shall have no legal effect.

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

86       The demand for a poll may be withdrawn.

87       Except as provided in Article 81, if a poll is duly demanded it shall
         be taken in such manner as the Chairman directs and the result of the
         poll shall be deemed to be the resolution of the general meeting at
         which the poll was demanded.

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

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

90       At an annual general meeting of the Members, only such business shall
         be conducted as shall have been properly brought before the annual
         general meeting. To be properly brought before an annual general
         meeting, business must be specified in the notice of meeting (or any
         supplement thereto) given by or at the direction of the Directors,
         otherwise properly brought before the annual general meeting by or at
         the direction of the Directors or otherwise properly brought before the
         annual general meeting by a Member.


<PAGE>

         In addition to any other applicable requirements, for business to be
         properly brought before an annual general meeting by a Member, the
         Member must have given timely notice thereof in writing to the
         Secretary of the Company. To be timely, a Member's notice must be
         delivered to or mailed and received at the principal executive
         offices of the Company, not less than 45 days nor more than 75 days
         prior to the date on which the Company first mailed its proxy
         materials for the previous year's annual general meeting (or the
         date on which the Company mails its proxy materials for the current
         year if during the prior year the Company did not hold an annual
         general meeting or if the date of the annual general meeting was
         changed more than 30 days from the prior year). A Member's notice to
         the Secretary shall set forth as to each matter the Member proposes
         to bring before the annual general meeting (i) a brief description
         of the business desired to be brought before the annual general
         meeting and the reasons for conducting such business at the annual
         general meeting, (ii) the name and record address of the Member
         proposing such business, (iii) the class and number of shares of the
         Company which are beneficially owned by the Member, and (iv) any
         material interest of the Member in such business. Notwithstanding
         anything hereof to the contrary, no business shall be conducted at
         the annual meeting except in accordance with the procedures set
         forth in this Article 90, provided, however, that nothing in this
         Article 90 shall be deemed to preclude discussion by any Member of
         any business properly brought before the annual general meeting in
         accordance with said procedure. The Chairman of an annual general
         meeting shall, if the facts warrant, determine and declare to the
         meeting that business was not properly brought before the meeting in
         accordance with the provisions of this Article 90, and if he should
         so determine he shall so declare to the meeting, and any such
         business not properly brought before the meeting shall not be
         transacted. Nothing in this Article 90 shall affect the right of a
         Member to request inclusion of a proposal in the Company's proxy
         statement to the extent that such right is provided by an applicable
         rule of the United States Securities and Exchange Commission.

91       In addition to any other applicable requirements, only persons who are
         nominated in accordance with the following procedures shall be eligible
         for election as Directors. Nominations of persons for election to the
         Board may be made at a general meeting of the Company by any nominating
         committee or person appointed by the Board or by any Member entitled to
         vote for the election of Directors at the meeting who complies with the
         notice procedures set forth in this Article 91. Such nominations, other
         than those made by or at the direction of the Board, shall be made
         pursuant to timely notice in writing to the Secretary of the Company.
         The minimum length of the period, during which such notice(s) are
         given, shall be at least seven (7) days and that if the notices are
         submitted after the dispatch of the notice of the general meeting
         appointed for such election the period for lodgment of such notice(s)
         shall commence on the day after the dispatch of the notice of the
         general meeting appointed for such election and end no later than seven
         (7) days prior to the date of such general meeting. Such notice shall
         set forth (a) as to each person whom the Member proposes to nominate
         for election or re-election as a Director, (i) the name, age, business
         address and residence address of the person, (ii) the principal
         occupation or employment of the person, (iii) the class and number of
         shares of the Company which are beneficially owned by the person, and
         (iv) any other information relating to the person that is required to
         be disclosed in solicitations for proxies for election of Directors
         pursuant to Rule 14a under the United


<PAGE>

         States Securities Exchange Act of 1934, as amended; and (b) as to
         the Member giving the notice, (i) the name and record address of the
         Member, and (ii) the class and number of shares of the Company which
         are beneficially owned by the Member. The Company may require any
         proposed nominee to furnish such other information as may reasonably
         be required by the Company to determine the eligibility of such
         proposed nominee to serve as a Director of the Company. No person
         shall be eligible for election as a Director of the Company unless
         nominated in accordance with the procedures set forth herein. These
         provisions shall not apply to nomination of any persons entitled to
         be separately elected by holders of Preference Shares. The Chairman
         of the Meeting shall, if the facts warrant, determine and declare to
         such meeting that a nomination was not made in accordance with the
         foregoing procedure, and if he should so determine, he shall so
         declare to such meeting and the defective nomination shall be
         disregarded.

                                VOTES OF MEMBERS

92       Subject to any rights or restrictions for the time being attached to
         any class or classes of shares:

         (a)      on a show of hands  every  Member  who holds an  Ordinary
                  Share or a Preference Share who is present in person (or in
                  the case of a corporation, by its duly authorized
                  representative)or by proxy shall have one vote; and

         (b)      on a poll every Member present in person (or in the case of a
                  corporation, by its duly authorized representative) or by
                  proxy shall be entitled to one vote in respect of each
                  Ordinary Share or Preference Share held by him.

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

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

95       No Member shall be entitled to vote at any general meeting unless he is
         registered as a shareholder of the Company on the record date for such
         meeting nor unless all calls or other sums presently payable by him in
         respect of shares in the Company have been paid. Where the Company has
         knowledge that any Member is, under the rules of the Designated Stock
         Exchange, required to abstain from voting on any particular resolution
         of the Company or restricted to voting only for or only against any
         particular resolution of the Company, any votes cast by or on behalf of
         such Member in contravention of such requirement or restriction shall
         not be counted.

<PAGE>

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

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

                                  RECORD DATES

98       For purposes of determining the Members entitled to notice of any
         meeting or to vote thereat or entitled to give written consent without
         a meeting, the Board may fix, in advance, a record date, which shall
         not be more than sixty days nor less than ten days before the date of
         any such meeting nor more than sixty days before any such action
         without a meeting, and in such event only shareholders of record on the
         date so fixed are entitled to notice and to vote or to give consents,
         as the case may be, notwithstanding the registration of any transfer of
         any shares.

99       If the Board does not so fix a record date:


         (a)      the record date for determining Members entitled to notice of
                  or to vote at any general meeting shall be at the close of
                  business on the Business Day next preceding the Day on which
                  notice is given or, if notice is waived, at the close of
                  Business on the Business Day next preceding the day on which
                  the meeting is held; and


         (b)      the record date for determining Members entitled to give
                  written consent without a meeting, (i) when no prior action by
                  the Board has been taken, shall be the day on which the first
                  written consent is given, or (ii) when prior action by the
                  Board has been taken, shall be at the close of business on the
                  day on which the Board adopts the resolution relating to that
                  action, or the sixtieth day before the date of such other
                  action, whichever is later.

100      For the purposes of determining the Members entitled to receive payment
         of any dividend or other distribution or allotment of any rights or the
         Members entitled to exercise any rights in respect of any other lawful
         action (other than as provided above), the Board may fix, in advance, a
         record date, which shall not be more than sixty days before any such
         action. In that case, only Members of record at the close of business
         on the date so fixed are entitled to receive the dividend, distribution
         or allotment of rights, or to exercise such rights, as the case may be,
         notwithstanding any transfer of any shares on the books of the Company
         after the record date so fixed.

<PAGE>

101      If the Board does not so fix a record date, then the record date for
         determining Members for any such purpose shall be at the close of
         business on the day on which the Board adopts the applicable resolution
         or the sixtieth (60th) day before the date of that action, whichever is
         later.

                                     PROXIES

102      Any Member entitled to attend and vote at a meeting of the Company
         shall be entitled to appoint another person as his proxy to attend and
         vote instead of him. A Member who is the holder of two or more shares
         may appoint more than one proxy to represent him and vote on his behalf
         at a general meeting of the Company or at a class meeting. A proxy need
         not be a Member. In addition, a proxy or proxies representing either a
         Member who is an individual or a Member which is a corporation shall be
         entitled to exercise the same powers on behalf of the Member which he
         or they represent as such Member could exercise.

103A     The instrument appointing a proxy shall be in writing and shall be
         executed under the hand of the appointor or of his attorney duly
         authorised in writing, or, if the appointor is a corporation under the
         hand of an officer or attorney duly authorised in that behalf.

103B     The instrument appointing a proxy shall be deposited at the registered
         office of the Company or at such other place as is specified for that
         purpose in the notice convening the meeting no later than the time for
         holding the meeting, or adjourned meeting provided that the Chairman of
         the Meeting may at his discretion direct that an instrument of proxy
         shall be deemed to have been duly deposited upon receipt of telex,
         cable or telecopy confirmation from the appointor that the instrument
         of proxy duly signed is in the course of transmission to the Company.

104      The instrument appointing a proxy may be in any usual or common form or
         in such other form as the Directors may approve (provided that this
         shall not preclude the use of a two-way form) and may be expressed to
         be for a particular meeting or any adjournment thereof or generally
         until revoked. An instrument appointing a proxy shall be deemed to
         include the power to demand or join or concur in demanding a poll. A
         validly executed proxy which does not state that it is irrevocable
         shall continue in full force and effect unless (i) the person who
         executed the proxy revokes it prior to the time of voting by delivering
         a writing to the Company stating that the proxy is revoked or by
         executing a subsequent proxy and presenting it to the meeting or by
         voting in person at the meeting, or (ii) written notice of the death or
         incapacity of the maker of that proxy is received by the Company before
         the vote pursuant to which that proxy is counted; provided, however,
         that no proxy shall be valid after the expiration of eleven months from
         the date of the proxy, unless otherwise provided in the proxy.

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

<PAGE>

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

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

108      If a recognised clearing house (or its nominee) is a Member of the
         Company it may, by resolution of its directors or other governing body
         or by power of attorney, authorise such person or persons as it thinks
         fit to act as its representative or representatives at any general
         meeting of the Company or at any general meeting of any class of
         Members of the Company provided that, if more than one person is so
         authorised, the authorisation shall specify the number and class of
         shares in respect of which each such person is so authorised. A person
         so authorised pursuant to this provision shall be entitled to exercise
         the same powers on behalf of the clearing house (or its nominee) which
         he represents as that clearing house (or its nominee) could exercise if
         it were an individual Member of the Company holding the number and
         class of shares specified in such authorisation.

                             INSPECTORS OF ELECTION

109      Before any meeting of the Members, the Board may appoint an inspector
         or inspectors of election to act at the meeting or its adjournment. If
         no inspector of election is so appointed, then the chairman of the
         meeting may, and on the request of any Member or a Member's proxy
         shall, appoint an inspector or inspectors of election to act at the
         meeting. The number of inspectors shall be either one (1) or three (3).
         If inspectors are appointed at a meeting pursuant to the request of one
         (1) or more Members or their proxies, then the holders of a majority of
         shares or their proxies present at the meeting shall determine whether
         one (1) or three (3) inspectors are to be appointed. If any person
         appointed as inspector fails to appear or fails or refuses to act, then
         the chairman of the meeting may, and upon the request of any Member or
         a Member's proxy shall, appoint a person to fill that vacancy.

         Such inspectors shall:


         (a)      determine the number of shares in issue and the voting power
                  of each, the number of shares represented at the meeting, the
                  existence of a quorum, and the authenticity, validity, and
                  effect of proxies;

<PAGE>

         (b)      receive votes, ballots or consents;


         (c)      hear and determine all challenges and questions in any way
                  arising in connection with the right to vote;


         (d)      count and tabulate all votes or consents;


         (e)      determine when the polls shall close;


         (f)      determine the result; and


         (g)      do any other acts that may be proper to conduct the election
                  or vote impartially.

                                    DIRECTORS


110      There shall be a Board consisting of not less than five or more than
         nine persons (exclusive of alternate Directors) PROVIDED HOWEVER that
         the Company may from time to time by resolution passed by the holders
         of a majority of shares of the Company entitled to vote increase or
         reduce the limits in the number of Directors. The first Directors of
         the Company shall be determined in writing by, or appointed by a
         resolution of, the subscribers of the Memorandum of Association.

111      At the first annual general meeting of the Company after becoming
         eligible to have a classified Board, the Company shall divide its Board
         into three classes, designated Class I, Class II, and Class III, as
         nearly equal in number as the then total number of directors permits.
         At such annual general meeting, Class I directors shall be elected for
         a one-year term, Class II directors for a two-year term and Class III
         directors for a three-year term. At each annual general meeting
         thereafter, successors to the class of directors whose terms expire at
         that annual general meeting shall be elected for a three-year term. If
         the number of directors is changed, any increase or decrease shall be
         apportioned among the classes so as to maintain the number of directors
         in each class as nearly equal as possible, and any additional directors
         of any class elected to fill a vacancy resulting from an increase in
         such class shall hold office for a term that shall coincide with the
         remaining term of that class, but in no case will a decrease in the
         number of directors shorten the term of any incumbent director.
         Notwithstanding the foregoing, whenever the holders of any one or more
         classes or series of Preference Shares issued by the Company shall have
         the right, voting separately by class or series, to elect directors at
         an annual or general meeting of Members, the election, term of office,
         filling of vacancies and other features of such directorships shall be
         governed by the terms of these Articles applicable thereto, and such
         directors so elected shall not be divided into classes pursuant to this
         Article 111 unless expressly provided by such terms.


<PAGE>

                              INTERESTED DIRECTORS

112      Any Director may continue to be or become a director, managing
         director, joint managing director, deputy managing director, executive
         director, manager or other officer or Member of any other company in
         which the Company may be interested and (unless otherwise agreed
         between the Company and the Director) no such Director shall be liable
         to account to the Company or the Members for any remuneration or other
         benefits received by him as a director, managing director, joint
         managing director, deputy managing director, executive director,
         manager or other officer or Member of any such other company. The
         Directors may exercise the voting powers conferred by the shares in any
         other company held or owned by the Company, or exercisable by them as
         directors of such other company in such manner in all respects as they
         think fit (including the exercise thereof in favour of any resolution
         appointing themselves or any of them directors, managing directors,
         joint managing directors, deputy managing directors, executive
         directors, managers or other officers of such company) and any Director
         may vote in favour of the exercise of such voting rights in manner
         aforesaid notwithstanding that he may be, or is about to be, appointed
         a director, managing director, joint managing director, deputy managing
         director, executive director, manager or other officer of such a
         company, and that as such he is or may become interested in the
         exercise of such voting rights in the manner aforesaid.

113      A Director may hold any other office or place of profit with the
         Company (except that of Auditor) in conjunction with his office of
         Director for such period and upon such terms as the Board may
         determine, and may be paid such extra remuneration therefor (whether by
         way of salary, commission, participation in profit or otherwise) as the
         Board may determine, and such extra remuneration shall be in addition
         to any remuneration provided for by or pursuant to any other Article.

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

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

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

117      A Director who to his knowledge is in any way, whether directly or
         indirectly, interested in a contract or arrangement or proposed
         contract or arrangement with the Company shall declare the nature of
         his interest at the meeting of the Board at which the question of
         entering into the contract or arrangement is first considered, if he
         knows his interest then exists, or in any other case at the first
         meeting of the Board after he knows that he is or has become so
         interested, either specifically or by way of a general notice stating
         that, by reason of facts specified in the notice, they are to be
         regarded as interested in any contracts of a specified description
         which may subsequently be made by the Company. No person shall be
         disqualified from the office of Director or alternate

<PAGE>

         Director or prevented by such office from contracting with the Company,
         either as vendor, purchaser or otherwise, nor shall any such contract
         or any contract or transaction entered into by or on behalf of the
         Company in which any Director or alternate Director shall be in any way
         interested be or be liable to be avoided, nor shall any Director or
         alternate Director so contracting or being so interested be liable to
         account to the Company for any profit realised by any such contract or
         transaction by reason of such Director holding office or of the
         fiduciary relation thereby established.

118      A general notice or disclosure to the Directors or otherwise contained
         in the minutes of a Meeting or a written resolution of the Directors or
         any committee thereof that a Director or alternate Director is a
         shareholder of any specified firm or company and is to be regarded as
         interested in any transaction with such firm or company shall be
         sufficient disclosure under these Article and after such general notice
         it shall not be necessary to give special notice relating to any
         particular transaction.

119      A Director shall not vote (nor be counted in the quorum) on any
         resolution of the Board approving any contract or arrangement or any
         other proposal in which he or any of his associates is materially
         interested, but this prohibition shall not apply to any of the
         following matters namely:

         (a)      any contract or arrangement for the giving to such Director or
                  his associate(s) any security or indemnity in respect of money
                  lent by him or any of his associates or obligations incurred
                  or undertaken by him or any of his associates at the request
                  of or for the benefit of the Company or any of its
                  subsidiaries;

         (b)      any contract or arrangement for the giving of any security or
                  indemnity to a third party in respect of a debt or obligation
                  of the Company or any of its subsidiaries for which the
                  Director or his associate(s) has himself/themselves assumed
                  responsibility in whole or in part whether alone or jointly
                  under a guarantee or indemnity or by the giving of security;

         (c)      any contract or arrangement concerning an offer of shares or
                  debentures or other securities of or by the Company or any
                  other company which the Company may promote or be interested
                  in for subscription or purchase, where the Director or his
                  associate(s) is/are or is/are to be interested as a
                  participant in the underwriting or sub-underwriting of the
                  offer;

         (d)      any contract or arrangement in which the Director or his
                  associate(s) is/are interested in the same manner as other
                  holders of shares or debentures or other securities of the
                  Company by virtue only of his/their interest in shares or
                  debentures or other securities of the Company;

         (e)      any contract or arrangement concerning any other company in
                  which the Director or his associate(s) is/are interested only,
                  whether directly or indirectly, as an officer or executive or
                  a shareholder or in which the Director and any of his
                  associates are not in aggregate beneficially interested in
                  five (5) per cent or more of the issued shares or of the
                  voting rights of any class of shares of such company (or of
                  any third company through which his interest or that of any of
                  his associate is derived); or

<PAGE>

         (f)      any proposal or arrangement concerning the adoption,
                  modification or operation of a share option scheme, a pension
                  fund or retirement, death or disability benefits scheme or
                  other arrangement which relates both to directors, his
                  associates and employees of the Company or of any of its
                  subsidiaries and does not provide in respect of any Director,
                  or his associate(s), as such any privilege or advantage not
                  accorded generally to the class of persons to which such
                  scheme or fund relates.

120      Where a company in which a Director and/or his associate(s) holds five
         (5) per cent. or more is materially interested in a transaction, then
         that Director and/or his associate(s) shall also be deemed materially
         interested in such transaction. A company shall be deemed to be a
         company in which a Director and/or his associate(s) holds five (5) per
         cent. or more if and so long as (but only if and so long as) he and/or
         his associates, (either directly or indirectly) are the holders of or
         beneficially interested in five (5) 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 (or of any third company through
         which his interest or that of any of his associates is derived). For
         the purpose of this paragraph there shall be disregarded any shares
         held by a Director or his associate(s) as bare or custodian trustee and
         in which he or any of them has no beneficial interest, any shares
         comprised in a trust in which the interest of the Director or his
         associate(s) is/are in reversion or remainder if and so long as some
         other person is entitled to receive the income thereof, and any shares
         comprised in an authorised unit trust scheme in which the Director or
         his associate(s) is/are interested only as a unit holder.

121      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 such
         chairman) to vote and such question is not resolved by his voluntarily
         agreeing to abstain from voting, such question shall be referred to the
         chairman of the meeting and his ruling in relation to such other
         Director shall be final and conclusive except in a case where the
         nature or extent of the interest of the Director concerned as known to
         such Director has not been fairly disclosed to the Board. If any
         question as aforesaid shall arise in respect of the chairman of the
         meeting such question shall be decided by a resolution of the Board
         (for which purpose such chairman shall not vote thereon) and such
         resolution shall be final and conclusive except in a case where the
         nature or extent of the interest of such chairman as known to such
         chairman has not been fairly disclosed to the Board.

                  ALTERNATE DIRECTORS AND PROXIES FOR DIRECTORS

122      A Director may at any time by notice in writing delivered to the
         registered office of the Company or at a meeting of the Board, appoint
         any person (including another Director) to be his alternate Director in
         his place during his absence and may in like manner at any time
         determine such appointment. Such appointment, unless previously
         approved by the Board, shall have effect only upon and subject to being
         so approved, provided that the Board may not withhold approval of any
         such appointment where the proposed appointee is a Director.

<PAGE>

123      The appointment of an alternate Director shall determine on the
         happening of any event which, were he a Director, would cause him to
         vacate such office or if his appointor ceases to be a Director.

124      An alternate Director shall be entitled to receive and waive (in lieu
         of his appointor) notices of meetings of the Directors and shall be
         entitled to attend and vote as a Director and be counted in the quorum
         at any such meeting at which the Director appointing him is not
         personally present and generally at such meeting to perform all the
         functions of his appointor as a Director and for the purposes of the
         proceedings at such meeting the provisions of these Articles shall
         apply as if he (instead of his appointor) were a Director. If he shall
         be himself a Director or shall attend any such meeting as an alternate
         for more than one Director his voting rights shall be cumulative and he
         need not use all his votes or cast all the votes he uses in the same
         way. To such extent as the Board may from time to time determine in
         relation to any committee of the Board, the foregoing provisions of
         this Article shall also apply mutatis mutandis to any meeting of any
         such committee of which his appointor is a Member. An alternate
         Director shall not, save as aforesaid, have power to act as a Director
         nor shall he be deemed to be a Director for the purposes of these
         Articles.

125      An alternate Director shall be entitled to contract and be interested
         in and benefit from contracts or arrangements or transactions and to be
         repaid expenses and to be indemnified to the same extent mutatis
         mutandis as if he were a Director, but he shall not be entitled to
         receive from the Company in respect of his appointment as alternate
         Director any remuneration except only such part (if any) of the
         remuneration otherwise payable to his appointor as such appointor may
         by notice in writing to the Company from time to time direct.

126      In addition to the foregoing provisions of this Article, a Director may
         be represented at any meeting of the Board (or of any committee of the
         Board) by a proxy appointed by him, in which event the presence or vote
         of the proxy shall for all purposes be deemed to be that of the
         Director. A proxy need not himself be a Director and the provisions of
         these Articles relating to the appointment of proxies by Members shall
         apply mutatis mutandis to the appointment of proxies by Directors save
         that an instrument appointing a proxy shall not become invalid after
         the expiration of twelve months from its date of execution but shall
         remain valid for such period as the instrument shall provide or, if no
         such provision is made in the instrument, until revoked in writing and
         save also that a Director may appoint any number of proxies although
         only one such proxy may attend in his stead at meetings of the Board
         (or of any committee of the Board).

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                            REMUNERATION OF DIRECTORS

127      The Directors shall be entitled to receive by way of remuneration for
         their services such sum as shall from time to time be determined by the
         Company in general meeting or by the Board, as the case may be, such
         sum (unless otherwise directed by the resolution by which it is
         determined) to be divided amongst the Directors in such proportions and
         in such manner as they may agree, or failing agreement, equally, except
         that in such event any Director holding office for less than the whole
         of the relevant period in respect of which the remuneration is paid
         shall only rank in such division in proportion to the time during such
         period for which he has held office. Such remuneration shall be in
         addition to any other remuneration to which a Director who holds any
         salaried employment or office in the Company may be entitled by reason
         of such employment or office.

128      The Board may grant special remuneration to any Director, who shall
         perform any special or extra services at the request of the Company.
         Such special remuneration may be made payable to such Director in
         addition to or in substitution for his ordinary remuneration as a
         Director, and may be made payable by way of salary, commission or
         participation in profits or otherwise as may be agreed. However, the
         Board shall obtain the approval of the Company in general meeting
         before making any payment to any Director or past Director of the
         Company by way of compensation for loss of office, or as consideration
         for or in connection with his retirement from office (not being payment
         to which the Director is contractually entitled).

129      The remuneration of an Executive Director or a Director appointed to
         any other office in the management of the Company shall from time to
         time be fixed by the Board and may be by way of salary, commission, or
         participation in profits or otherwise or by all or any of those modes
         and with such other benefits (including share option and/or pension
         and/or gratuity and/or other benefits on retirement) and allowances as
         the Board may from time to time decide. Such remuneration shall be in
         addition to such remuneration as the recipient may be entitled to
         receive as a Director.

130      The Directors shall be entitled to be paid all expenses, including
         travel expenses, reasonably incurred by them in or in connection with
         the performance of their duties as Directors including their expenses
         of travelling to and from Board meetings, committee meetings or general
         meetings or otherwise incurred whilst engaged on the business of the
         Company or in the discharge of their duties as Directors.

                         POWERS AND DUTIES OF DIRECTORS


131A     The business of the Company shall be managed by the Directors (or a
         sole Director if only one is appointed) who may pay all expenses
         incurred in promoting, registering and setting up the Company, and may
         exercise all such powers of the Company as are not, from time to time
         by the Law, or by these Articles, or such regulations, being not
         inconsistent with the aforesaid, as may be prescribed by the Company in
         general meeting required to be exercised by the Company in general
         meeting PROVIDED HOWEVER that no regulations made by the Company in
         general meeting shall invalidate any prior act of the Directors which
         would have been valid if that regulation had not been made.

131B     Except as would, if the Company were a company incorporated in Hong
         Kong, be permitted by Section 157H of the Companies Ordinance (Chapter
         32 of the Laws of Hong Kong) as in force at the date of adoption of
         these Articles, and except as permitted under the Law, the Company
         shall not directly or indirectly:

<PAGE>

         (a)      make a loan to a Director or a director of any holding company
                  of the Company or to any of their respective associates (as
                  defined by the rules, where applicable, of the Designated
                  Stock Exchange);

         (b)      enter into any guarantee or provide any security in connection
                  with a loan made by any person to a Director or such a
                  director; or

         (c)      if any one or more of the Directors hold (jointly or severally
                  or directly or indirectly) a controlling interest in another
                  company, make a loan to that other company or enter into any
                  guarantee or provide any security in connection with a loan
                  made by any person to that other company.

         This Article 131B shall only have effect for so long as the shares of
         the Company are listed on The Stock Exchange of Hong Kong Limited.

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

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

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

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

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

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


<PAGE>

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

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

                                   MANAGEMENT

137      The Directors may from time to time provide for the management of the
         affairs of the Company (including the power to vote, represent and
         exercise on behalf of the Company any securities of other entities held
         by the Company) in such manner as they shall think fit and the
         provisions contained in the three next following paragraphs shall be
         without prejudice to the general powers conferred by this paragraph.

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

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

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

                               MANAGING DIRECTORS

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

<PAGE>

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

                            PROCEEDINGS OF DIRECTORS

143      Except as otherwise provided by these Articles, the Directors shall
         meet together for the despatch of business, convening, adjourning and
         otherwise regulating their meetings as they think fit. Questions
         arising at any meeting shall be decided, resolutions shall be adopted
         and other action shall be taken only upon the affirmative vote of a
         majority of the Directors and alternate Directors present at a meeting
         at which there is a quorum, the vote of an alternate Director not being
         counted if his appointor be present at such meeting.

144      The President, any Vice President, the Secretary or any two Directors
         may at any time summon a meeting of the Directors by at least four
         days' notice in writing or forty eight hours oral notice to every
         Director and alternate Director which notice shall set forth the
         general nature of the business to be considered PROVIDED FURTHER if
         notice is given in person, by cable, telex or telecopy the same shall
         be deemed to have been given on the day it is delivered to the
         Directors or transmitting organisation as the case may be. The
         provisions of Articles 77A and 77B shall apply mutatis mutandis with
         respect to notices of meetings of Directors. Any oral notice given
         personally or by telephone may be communicated either to the director
         or to a person at the office of the Director who the person giving the
         notice has reason to believe will promptly communicate it to the
         Director.

145      Notice of a meeting need not be given to any Director (i) who signs a
         waiver of notice or a consent to holding the meeting or an approval of
         the minutes thereof, whether before or after the meeting , or (ii) who
         attends the meeting without protesting, prior thereto or at its
         commencement, the lack of notice to such Director. All such waivers,
         consents, and approvals shall be filed with the corporate records or
         made part of the minutes of the meeting. A waiver of notice need not
         specify the purpose of any regular or special meeting of the Board.

146      The quorum necessary for the transaction of the business of the
         Directors shall be a majority of the Directors present in person or by
         proxy. A meeting at which a quorum is initially present may continue to
         transact business notwithstanding the withdrawal of Directors, if any
         action taken is approved by at least a majority of the required quorum
         for that meeting.

147      For the purposes of Article 146 an alternate Director or proxy
         appointed by a Director shall be counted in a quorum at a meeting at
         which the Director appointing him is not present.

<PAGE>

148      A majority of the Directors present, whether or not constituting a
         quorum (provided there was a quorum when the meeting started) may
         adjourn any meeting to another time and place). Notice of the time and
         place of holding an adjourned meeting need not be given unless the
         meeting is adjourned for more than twenty-four hours. If the meeting is
         adjourned for more than twenty four hours, then notice of the time and
         place of the adjourned meeting shall be given before the adjourned
         meeting takes place, in the manner specified in Article 144 to the
         Directors not present at the time of the adjournment.

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

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

151      A  committee  may meet and  adjourn  as it thinks  proper.  Questions
         arising at any meeting shall be determined by the affirmative vote of
         all members present.

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

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

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

                            RESIGNATION AND VACANCIES


155A     Any director may resign effective on giving written notice to the
         Board, unless the notice specifies a later time for that resignation to
         become effective. If the resignation of a director is effective at a
         future time, the Board may elect a successor to take office when the
         resignation becomes effective.

<PAGE>

155B    The Members may, at any general meeting convened and held in accordance
        with these Articles, by Special Resolution remove a Director at any time
        before the expiration of his period of office notwithstanding anything
        to the contrary in these Articles or in any agreement between the
        Company and such Director (but without prejudice to any claim for
        damages under any such agreement).

156      The Directors may appoint any person to be a Director, either to fill a
         vacancy or as an additional Director provided that the appointment does
         not cause the number of Directors to exceed any number fixed by or in
         accordance with the Articles as the maximum number of Directors. Each
         director so elected shall hold office only until the next annual
         meeting of the Members and shall then be eligible for re-election.

                              PRESUMPTION OF ASSENT

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

                                      SEAL

158      The Seal shall only be used by the authority of the Directors or of a
         committee of the Directors authorised by the Directors in that behalf
         and every instrument to which the Seal has been affixed shall be signed
         by one person who shall be either a Director or the Secretary or
         Secretary Treasurer or some person appointed by the Directors for the
         purpose.

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

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

                                    OFFICERS

159      The Company may have a President, a Secretary or Secretary Treasurer
         appointed by the Directors who may also from time to time appoint such
         other officers as they consider necessary, all for such terms, at such
         remuneration and to perform such duties, and subject to such provisions
         as to disqualification and removal as the Directors from time to time
         prescribe.

<PAGE>

                                    DIVIDENDS

160      Subject to the rights, preferences and privileges attached to any class
         of Shares, each Ordinary Share shall be entitled to receive such
         dividends at such times and from time to time as the Directors consider
         appropriate. No dividend shall be paid on the Ordinary Shares unless a
         dividend has been declared or paid on each class of Preference Shares
         and no dividend shall be declared on any class of Preference Shares
         unless dividends have been declared on all other classes of Preference
         Shares.

161      All dividends declared shall be declared payable to the holders thereof
         registered as such on the record date specified by the Directors at the
         time such dividends are declared.

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

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

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

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

166A     Any  dividend,  interest  or other  monies  payable  in cash in respect
         of shares may be paid by cheque or warrant sent through the post
         directed to the registered address of the holder or, in the case of
         joint holders, to the holder who is first named on the register of
         Members or to such person and to such address as such holder or joint
         holders may in writing direct. Every such cheque or warrant shall be
         made payable to the order of the person to whom it is sent. Any one of
         two or more joint holders may give effectual receipts for any
         dividends, bonuses, or other monies payable in respect of the share
         held by them as joint holders. All dividends or bonuses unclaimed for
         one (1) year after having been declared may be invested or otherwise
         made use of by the Board for the benefit of the Company until claimed.
         Any dividend or bonuses unclaimed after a period of six (6) years from
         the date of declaration shall be forfeited and shall revert to the
         Company. The payment by the Board of any unclaimed dividend or other
         sums payable on or in respect of a share into a separate account shall
         not constitute the Company a trustee in respect thereof.

<PAGE>

166B     Without prejudice to the rights of the Company under Article 169, the
         Company may cease sending cheques for dividend entitlements or dividend
         warrants by post if such cheques or warrants have been left uncashed on
         two consecutive occasions. However, the Company may exercise the power
         to cease sending cheques for dividend entitlements or dividend warrants
         after the first occasion on which such a cheque or warrant is returned
         undelivered.

167      No dividend shall bear interest against the Company.

                                 CAPITALISATION

168      The Company may upon the recommendation of the Directors by ordinary
         resolution authorise the Directors to capitalise any sum standing to
         the credit of any of the Company's reserve accounts (including share
         premium account and capital redemption reserve fund) or any sum
         standing to the credit of profit and loss account or otherwise
         available for distribution and to appropriate such sum to Members in
         the proportions in which such sum would have been divisible amongst
         them had the same been a distribution of profits by way of dividend and
         to apply such sum on their behalf in paying up in full unissued shares
         (not being redeemable shares) for allotment and distribution credited
         as fully paid up to and amongst them in the proportion aforesaid. In
         such event the Directors shall do all acts and things required to give
         effect to such capitalisation, with full power to the Directors to make
         such provisions as they think fit for the case of shares becoming
         distributable in fractions (including provisions whereby the benefit of
         fractional entitlements accrue to the Company rather than to the
         Members concerned). The Directors may authorise any person to enter on
         behalf of all of the Members interested into an agreement with the
         Company providing for such capitalisation and matters incidental
         thereto and any agreement made under such authority shall be effective
         and binding on all concerned.

                            UNTRACEABLE SHAREHOLDERS

169      The Company shall be entitled to sell any shares of a Member or the
         shares to which a person is entitled by virtue of transmission on death
         or bankruptcy or operation of law if and provided that:


         (a)      the Company has not during that time or before the expiry of
                  the three month period referred to in paragraph (d) below
                  received any indication of the whereabouts or existence of the
                  Member or person entitled to such shares by death, bankruptcy
                  or operation of law

<PAGE>

         (b)      during the 12 year period, at least three dividends in respect
                  of the shares in question have become payable and no dividend
                  during that period has been claimed by the Member; and


         (c)      upon expiry of the 12 year period, the Company has given
                  notice of its intention to sell such shares by way of an
                  advertisement published in the newspapers and notified the
                  Designated Stock Exchange of such intention.

170      To give effect to any sale contemplated by Article 169, the Company may
         appoint any person to execute as transferor an instrument of transfer
         of the said shares and such other documents as are necessary to effect
         the transfer, and such documents shall be as effective as if it had
         been executed by the registered holder of or person entitled by
         transmission to such shares and the title of the transferee shall not
         be affected by any irregularity or invalidity in the proceedings
         relating thereto. The net proceeds of sale shall belong to the Company
         which shall be obliged to account to the former Member or other person
         previously entitled as aforesaid 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 the same and the Company shall not be required to account for any
         money earned on the net proceeds, which may be employed in the business
         of the Company or invested in such investments (other than shares or
         other securities in or of the Company or its holding company if any) or
         as the Board may from time to time think fit.

                              DOCUMENT DESTRUCTION

171      The Company shall be entitled to destroy all instruments of transfer,
         probate, letters of administration, stop notices, powers of attorney,
         certificates of marriage or death and other documents relating to or
         affecting title to securities in or of the Company ("Registrable
         Documents") which have been registered at any time after the expiration
         of six years from the date of registration thereof and all dividend
         mandates and notifications of change of address at any time after the
         expiration of two years from the date of recording thereof and all
         share certificates which have been cancelled at any time after the
         expiration of one year from the date of the cancellation thereof and it
         shall conclusively be presumed in favour of the Company that every
         entry in the register if purporting to have been made on the basis of
         an instrument of transfer or Registrable Document so destroyed was duly
         and properly made and every instrument of transfer or Registrable
         Document so destroyed was a valid and effective instrument or document
         duly and properly registered and every share certificate so destroyed
         was a valid and effective certificate duly and properly cancelled and
         every other document hereinbefore mentioned so destroyed was a valid
         and effective document in accordance with the recorded particulars
         thereof in the books or records of the Company, provided always that:

<PAGE>

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

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

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

                                BOOKS OF ACCOUNT

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

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

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

         (c)      the assets and liabilities of the Company.



         Proper books shall not be deemed to be kept if there are not kept such
         books of account as are necessary to give a true and fair view of the
         state of the Company's affairs and to explain its transactions.

173      The minutes and accounting books and records shall be open to
         inspection upon the written demand of any Member, at any reasonable
         time during usual business hours, for a purpose reasonably related to
         the Member's interests as a shareholder. The inspection may be made in
         person or by an agent or attorney and shall include the right to copy
         and make extracts. Such rights of inspection shall extend to the
         records of each subsidiary of the Company.

174     A printed copy of the Directors' report, accompanied by the balance
        sheet and profit and loss account, including every document required by
        law to be annexed thereto, made up to the end of the applicable
        financial year and containing a summary of the assets and liabilities of
        the Company under convenient heads and a statement of income and
        expenditure, together with a copy of the Auditors' report, shall be sent
        to each person entitled thereto at least twenty-one (21) days before the
        date of the general meeting and at the same time as the notice of annual
        general meeting and laid before the Company at the annual general
        meeting held in accordance with these Articles provided that this
        Article shall not require a copy of those documents to be sent to any
        person whose address the Company is not aware or to more than one of the
        joint holders of any shares or debentures.

<PAGE>

                                      AUDIT

175      The Auditors shall audit the profit and loss account and balance sheet
         of the Company in each year and shall prepare a report thereon to be
         annexed thereto. Such report shall be laid before the Company at its
         annual general meeting in each year and shall be open to inspection by
         any Member. The Auditors shall at the next annual general meeting
         following their appointment and at any other time during their term of
         office, upon request of the Board or any general meeting of the
         Members, make a report on the accounts of the Company in general
         meeting during their tenure of office.

176      The Company shall at any annual general meeting appoint an auditor or
         auditors of the Company who shall hold office until the next annual
         general meeting. The remuneration of the Auditors shall be fixed by the
         Company at the annual general meeting at which they are appointed
         provided that in respect of any particular year the Company in general
         meeting may delegate the fixing of such remuneration to the Board. No
         person may be appointed as the, or an, Auditor, unless he is
         independent of the Company. The Board may before the first annual
         general meeting appoint an auditor or auditors of the Company who shall
         hold office until the first annual general meeting unless previously
         removed by an ordinary resolution of the Members in general meeting in
         which case the Members at that meeting may appoint Auditors. The Board
         may fill any casual vacancy in the office of Auditor but while any such
         vacancy continues the surviving or continuing Auditor or Auditors, if
         any, may act. The remuneration of any Auditor appointed by the Board
         under this Article may be fixed by the Board.

177      Every statement of accounts audited by the Auditors and presented by
         the Board at an annual general meeting shall after approval at such
         meeting be conclusive except as regards any error discovered therein
         within three months of the approval thereof. Whenever any such error is
         discovered within that period, it shall forthwith be corrected, and the
         statement of account amended in respect of the error shall be
         conclusive.

                                     NOTICES

178      Notices shall be in writing and may be given by the Company to any
         Member either personally or by sending it by post, cable, telex or
         telecopy to him or to his address as shown in the register of
         Members.Notices may also be served by advertisement in appropriate
         newspapers in accordance with the requirements of the Designated Stock
         Exchange.

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

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

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

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

183      Sufficient notice of every general meeting shall be given in any manner
         hereinbefore authorised to:

         (a)      every person shown as a Member in the register of Members as
                  of the record date for such meeting except that in the case of
                  joint holders the notice shall be sufficient if given to the
                  joint holder first named in the register of Members.


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

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


                                   INFORMATION

184      No Member shall be entitled to require discovery of or any information
         in respect of any detail of the Company's trading or any matter which
         is or may be in the nature of a trade secret or secret process which
         may relate to the conduct of the business of the Company and which in
         the opinion of the Board would not be in the interests of the Members
         or the Company to communicate to the public.

185      The Board shall be entitled to release or disclose any information in
         its possession, custody or control regarding the Company or its affairs
         to any of its Members including, without limitation, information
         contained in the register of Members and transfer books of the Company.

                                   WINDING UP

186      If the Company shall be wound up the liquidator shall apply the assets
         of the Company in satisfaction of creditors' claims in such manner and
         order as he thinks fit. Subject to the rights, preferences and
         privileges of any class of shares the Liquidator shall, in relation to
         the assets available for distribution among the Members, distribute the
         same to the Members in proportion to the number of shares held.

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

                                    INDEMNITY

188      The Directors and officers for the time being of the Company and any
         trustee for the time being acting in relation to any of the affairs of
         the Company and their heirs, executors, administrators and personal
         representatives respectively shall be indemnified to the maximum extent
         permitted by law out of the assets of the Company from and against all
         actions, proceedings, costs, charges, losses, damages and expenses
         which they or any of them shall or may incur or sustain by reason of
         any act done or omitted in or about the execution of their duty in
         their respective offices or trusts, except such (if any) as they shall
         incur or sustain by or through their own wilful neglect or default
         respectively and no such Director, officer or trustee shall be
         answerable for the acts, receipts, neglects or defaults of any other
         Director, officer or trustee or for joining in any receipt for the sake
         of conformity or for the solvency or honesty of any banker or other
         persons with whom any monies or effects belonging to the Company may be
         lodged or deposited for safe custody or for any insufficiency of any
         security upon which any monies of the Company may be invested or for
         any other loss or damage due to any such cause as aforesaid or which
         may happen in or about the execution of his office or trust unless the
         same shall happen through the wilful neglect or default of such
         Director, Officer or trustee.

                                   FISCAL YEAR

189      Unless the Directors otherwise prescribe, the financial year of the
         Company shall end on 31st December in each year.

                             AMENDMENTS OF ARTICLES

190      Subject to the Law and to Article 9, the Company may at any time
         and from time to time by Special Resolution alter or amend these
         Articles in whole or in part.

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                         TRANSFER BY WAY OF CONTINUATION

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