EXHIBIT 2.1


                 AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION


                         THE COMPANIES ACTS 1948 TO 1989


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


                            MEMORANDUM OF ASSOCIATION

                        (As modified by Resolution of the
                       Directors passed 19th January 1982
                      and pursuant to a Special Resolution
                           passed on 23 October 1997)

                                     - and -

                                       NEW

                             ARTICLES OF ASSOCIATION

                    (Adopted by Special Resolution passed on
             23 October 1997 and taking effect on 15 December 1997)

                                      - of-

                        CORDIANT COMMUNICATIONS GROUP plc

                     Incorporated the 11th day of July, 1977


                                   No.1320869



<PAGE>
                               
                               COMPANY NO: 1320869


                         THE COMPANIES ACT 1985 AND 1989
                        PUBLIC COMPANY LIMITED BY SHARES


                             SPECIAL RESOLUTIONS OF
                          CORDIANT PLC ("THE COMPANY")



     At an Annual  General  Meeting of the Company duly convened and held at the
Royal Institute of British Architects,  66 Portland Place,  London, W1 on 20 May
1997, the following resolutions were passed as Special Resolutions:-


RESOLUTIONS:

THAT:

1.   in accordance  with Section 95(l) of the Companies Act 1985,  the Directors
     be and are hereby  given power to allot equity  securities  pursuant to the
     authority  conferred  by  paragraph  1.1  of  Resolution  1  passed  at the
     Extraordinary  General  Meeting of the  Company  held on 18 June 1996 as if
     sub-section  (1) of Section 89 of the  Companies  Act 1985 did not apply to
     any such allotment, provided that:

     a)   the power hereby conferred shall be limited to the allotment of equity
          securities in connection with or pursuant to an offer by way of rights
          to the  holders of  Ordinary  Shares  and other  persons  entitled  to
          participate  therein,  in  proportion  (as  nearly  as may be) to such
          holders'  holdings of such shares (or, as appropriate,  to the numbers
          of such shares which such other persons are for those purposes  deemed
          to hold) subject only to such exclusions or other  arrangements as the
          Directors  may feel  necessary or  expedient  to deal with  fractional
          entitlements or legal or practical  problems under the laws of, or the
          requirements of any recognised regulatory body in, any territory; and

     b)   the power granted by this  Resolution  shall expire on the date of the
          next Annual  General  Meeting of the Company after the passing of this
          Resolution  or on 19 August 1998 if earlier,  save that the said power
          shall  allow and enable the  Directors  to make an offer or  agreement
          before the expiry of that power  which would or might  require  equity
          securities  to be  allotted  after such expiry and the  Directors  may
          allot equity  securities in pursuance of such offer or agreement as if
          the said power had not expired.  Words and  expressions  defined in or
          for the purposes of Part IV of the  Companies  Act 1985 shall bear the
          same meaning in this Resolution.

2.   in accordance  with Section 95(l) of the Companies Act 1985 and in addition
     to any power  conferred  by the passing of  Resolution  No 1 set out in the
     Notice of this  meeting,  the  Directors  be and are hereby  given power to
     allot equity  securities  pursuant to the authority  conferred by paragraph
     1.1 of  Resolution  1 passed at the  Extraordinary  General  Meeting of the
     Company  held on 18 June 1996 as if  subsection  (1) of  Section  89 of the
     Companies Act 1985 did not apply to any such allotment, provided that:

     a)   the power hereby conferred shall be limited to the allotment of equity
          securities up to an aggregate nominal amount of L5,500,000; and

     b)   the power granted by this  Resolution No 2 shall expire on the date of
          the next Annual  General  Meeting of the Company  after the passing of
          this  Resolution  or on 19 August 1998 if earlier,  save that the said
          power  shall  allow  and  enable  the  Directors  to make an  offer or
          agreement before the expiry of that power which would or might require
          equity  securities to be allotted  after such expiry and the Directors
          may allot equity securities in pursuance of such offer or agreement as
          if the said power had not expired. Words and expressions defined in or
          for the purposes of Part IV of the  Companies  Act 1985 shall bear the
          same meaning in this Resolution.


____________________________
Chairman
<PAGE>
 
                             THE COMPANIES ACT 1985


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

                        PUBLIC COMPANY LIMITED BY SHARES

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

                                   RESOLUTION


                                      -of-


                                  CORDIANT PLC


At an  Extraordinary  General Meeting of the Company held at The London Studios,
Upper Ground,  London SE1 on 18 June 1996, the resolution attached hereto (inter
alia) was duly passed as a Special Resolution.

     1.1 in accordance  with Section 80 of the Companies Act 1985, and by way of
renewal, consolidation and variation of the authorities granted to the Directors
by virtue of paragraph (1) of the Special Resolution passed at the Extraordinary
General  Meeting of the Company  held on 13 June 1995 and  paragraph  (2) of the
Ordinary  Resolution passed at the Extraordinary  General Meeting of the Company
held on 20  November  1995,  the  Directors  be and  are  hereby  generally  and
unconditionally  authorised  to allot  relevant  securities  up to an  aggregate
nominal  amount of  L39,597,683.75  provided that this  authority  shall (unless
previously  revoked,  varied or renewed)  expire on 17 June 2001,  save that the
Directors may before such expiry make an offer or agreement which would or might
require  relevant  securities to be allotted after such expiry and the Directors
may allot relevant  securities in pursuance of such offer or agreement as if the
authority conferred hereby had not expired;

1.2     in  accordance  with  Section  95(1)  of the  Companies  Act  1985,  the
        Directors  be and are  hereby  given  power to allot  equity  securities
        pursuant to the authority  conferred by paragraph 1.1 of this Resolution
        as if  sub-section  (1) of Section 89 of the  Companies Act 1985 did not
        apply to any such allotment, provided that:

1.2.1.  the power hereby conferred shall be limited:

        1.2.1.1.  to the allotment of equity  securities  in connection  with or
                  pursuant  to any  offer by way of  rights  to the  holders  of
                  Ordinary  Shares and other  persons  entitled  to  participate
                  therein,  in proportion (as nearly as may be) to such holders'
                  holdings of such shares (or, as appropriate, to the numbers of
                  such shares  which such other  persons are for those  purposes
                  deemed  to  hold)  subject  only to such  exclusions  or other
                  arrangements  as the Directors may feel necessary or expedient
                  to deal with  fractional  entitlements  or legal or  practical
                  problems  under  the  laws  of,  or  the  requirements  of any
                  recognised regulatory body in, any territory; and

        1.2.1.2.  to the allotment (other than pursuant to sub-paragraph 1.2.1.1
                  of this  proviso)  of  equity  securities  up to an  aggregate
                  nominal amount of L5,500,000;

1.2.2.  the power granted by this  paragraph 1.2 shall expire on the date of the
        next Annual  General  Meeting of the  Company  after the passing of this
        Resolution or on 17 September 1997 if earlier,  save that the said power
        shall  allow and  enable  the  Directors  to make an offer or  agreement
        before the  expiry of that power  which  would or might  require  equity
        securities to be allotted  after such expiry and the Directors may allot
        equity securities in pursuance of such offer or agreement as if the said
        power had not expired;

1.3     words and  expressions  defined in or for the purposes of Part IV of the
        Companies Act 1985 shall bear the same meaning herein.

<PAGE>
                         THE COMPANIES ACTS 1948 to 1989


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


                            MEMORANDUM OF ASSOCIATION

                        (As modified by Resolution of the
                       Directors passed 19th January 1982
                      and pursuant to a Special Resolution
                           passed on 23 October 1997)

                                      -of-

                        CORDIANT COMMUNICATIONS GROUP plc



*1       The name of the Company is "ANTHOLIN NO.SIX LIMITED".

2        The Company is to be a public company.

3        The registered office of the Company will be situate in England.

4        The Company is established for the following objects:-

          (1)  To carry on the  business of a holding  company and to acquire by
               purchase exchange subscription or otherwise and to hold the whole
               or any part of the shares,  stock,  debenture stock,  loan stock,
               bonds, obligations,  securities,  property, rights, privileges or
               other  interests  of or in  any  company,  corporation,  firm  or
               undertaking  carrying on business of any kind  whatsoever  in any
               part of the world and to enter  into,  assist or  participate  in
               financial,   commercial,   mercantile,   industrial   and   other
               transactions,  undertakings  and businesses of every  description
               and to carry on, develop and extend the same or sell,  dispose of
               or otherwise  turn the same to account,  and to manage,  conduct,
               supervise,  control, and co-ordinate the activities,  businesses,
               operations  or affairs  of any  company,  corporation  or firm in
               which  the  Company  is for  the  time  being  interested  and to
               co-ordinate  the policy and  administration  of any  companies of
               which  the  Company  is a  member  or  which  are in  any  manner
               controlled by or connected or associated with the Company.


*    On 26 September  1977,  the name of the  Company  was  changed to SAATCHI &
     SAATCHI COMPANY LIMITED

     On February  1982, the name of the Company was changed to SAATCHI & SAATCHI
     COMPANY PLC

     On 16 March 1995, the name of the Company was changed to CORDIANT plc

     On 15  December  1997,  the name of the  Company  was  changed to  CORDIANT
     COMMUNICATIONS GROUP plc

          (2)  To  carry  on  the   business  or   businesses   of   advertising
               consultants,   agents  and  contractors,   general  illustrators,
               publicity, press and literary agents, marketing,  market research
               and  merchandising  consultants,  public  relations  consultants,
               designers and  photographers,  printers,  publishers,  engravers,
               book  and  print   sellers,   book  binders,   art   journalists,
               proprietors of newspapers,  magazines and  periodicals of any and
               every kind, newsagents,  journalists,  stationers and to carry on
               the business or businesses of manufacturers,  distributors of and
               dealers  in  engravings,   prints,  pictures,   drawings,  films,
               cartoons and written, engraved,  painted, printed productions and
               reproductions  of any and every  kind;  to carry on all or any of
               the  businesses of producers,  promoters,  makers,  distributors,
               exhibitors,  agents and contractors of and for television, radio,
               film, cinematographic,  theatrical and musical productions of any
               and every kind; to buy, sell, hire,  manufacture,  repair, let on
               hire, alter, improve, treat and deal in all apparatus,  machines,
               materials  and  articles  of all kinds which are capable of being
               used for the purposes of the above mentioned businesses or any of
               them or likely to be used by the customers of any such business.

          (3)  To purchase,  hold,  take on lease or in  exchange,  or otherwise
               acquire and deal in, sell,  exchange,  let on lease and otherwise
               dispose of any real and personal  property of whatever nature and
               to  undertake,  carry  on,  transact  and  execute  all  kinds of
               financial,   commercial,   trading,  trust  and  agency  business
               operations and all or any of the businesses of general merchants,
               importers,  exporters,  manufacturers and dealers, both wholesale
               and retail of and in any article of commerce whatsoever.

          (4)  To carry on any business,  whether  subsidiary or not,  which may
               appear to the  Company  likely to be carried on  conveniently  or
               advantageously   in  conjunction   with  any  of  the  businesses
               aforesaid or which is likely to be  profitable  to the Company or
               calculated  directly or indirectly to enhance the value of any of
               the property, rights or assets of the Company.

          (5)  To construct,  erect, maintain,  alter, repair, replace or remove
               any  building,  works,  offices,  erections,  structures,  plant,
               machinery  or  equipment  as may  seem  desirable  for any of the
               businesses or in the interests of the Company.

          (6)  To apply for or  otherwise  acquire any patents,  patent  rights,
               trade marks, names,  copyrights,  licences,  privileges or secret
               processes for or in any way relating to all or any of the objects
               of the Company and to grant licences for the use of the same.

          (7)  To  purchase,  take on lease or in  exchange,  hire or  otherwise
               acquire,  develop, hold and manage for any estate or interest any
               real or personal  property and any rights or privileges which the
               Company  may think  necessary,  suitable  or  convenient  for the
               purposes of or in  connection  with its business or any branch or
               department thereof.

          (8)  To purchase or otherwise acquire and undertake all or any part of
               the business,  property,  assets, liabilities and transactions of
               any person or company  carrying on any business which the Company
               is  authorised  to  carry  on  or  which  can  be  carried  on in
               conjunction  therewith  or which are  capable of being  conducted
               directly or indirectly for the benefit of the Company.

          (9)  To pay for any property, assets or rights acquired by the Company
               either in cash or by the issue of fully or partly  paid shares of
               the Company with or without any  preferred  or special  rights or
               privileges  or  by  the  issue  of  debentures,  bonds  or  other
               securities with or without special rights or privileges or partly
               in one mode and partly in another and  generally on such terms as
               the Company may determine.

          (10) To work,  improve,  manage,  develop,  lease,  let on hire, grant
               licences,  easements and other rights in or over and to mortgage,
               charge, pledge, turn to account or otherwise deal with all or any
               part of the  property,  rights or assets  of the  Company  and to
               develop  the  resources  of  any  property  for  the  time  being
               belonging  to the Company in such manner as the Company may think
               fit.

          (11) To  sell,  dispose  of  or  otherwise  deal  with  the  property,
               business,  undertaking  or  assets  of the  Company  or any  part
               thereof for such  consideration  as the Company may think fit and
               in particular  for shares,  debentures or securities of any other
               company,  and to take or hold  mortgages,  liens  or  charges  to
               secure the payment of the purchase price or any unpaid balance of
               the purchase  price of any part of the property of the Company of
               whatsoever kind sold by the Company.

          (12) To enter  into  partnership  or  amalgamate  with any  person  or
               company  for  the   purpose  of  carrying  on  any   business  or
               transaction  within the  objects of the Company and to enter into
               such  arrangement  for  co-operation,  sharing  profits,  losses,
               mutual  assistance  or other  working  arrangements,  as may seem
               desirable.

          (13) To enter into any arrangements  with any Government or Authority,
               supreme, municipal, local or otherwise that may seem conducive to
               the  objects  of the  Company  or any of them,  and to apply for,
               promote  and obtain any  statute,  order,  regulation,  contract,
               decree, right, privilege, concession, licence or authorisation of
               any  Government or Authority or  department  thereof for enabling
               the  Company  to carry  any of its  objects  into  effect  or for
               extending  any of the powers of the Company or for  effecting any
               modification of the  constitution of the Company or for any other
               purpose which may seem  expedient and to carry out,  exercise and
               comply with the same.

          (14) To borrow or raise money in such amounts and manner and upon such
               terms as the Company  shall think fit and when thought  desirable
               to  execute  and issue  security  of such  kind,  subject to such
               conditions for such amount,  and payable in such place and manner
               and to such person or company as the Company shall think fit.

          (15) To mortgage and charge the undertaking and all or any of the real
               or personal  property and assets present or future and all or any
               of the uncalled capital for the time being of the Company, and to
               issue as primary or collateral  or other  security at par or at a
               premium or a  discount  and for such  consideration  and with and
               subject to such rights, powers,  privileges and conditions as may
               be thought fit, debentures,  debenture stock, mortgages,  charges
               or other securities,  either permanent or redeemable or repayable
               and  collaterally  or  further to secure  any  securities  of the
               Company by a Trust Deed or other assurance.

          (16) To give  credit  to or to become  surety,  or  guarantor  for any
               person or company, and to give all descriptions of guarantees and
               indemnities and either with or without the Company  receiving any
               consideration to guarantee or otherwise secure (with or without a
               mortgage  or  charge  on  all  or any  part  of the  undertaking,
               property and assets, present and future, and the uncalled capital
               of the  Company),  the  performance  of the  obligations  and the
               payment of the capital or principal of and  dividends or interest
               on any stock, shares,  debentures,  debenture stock, notes, bonds
               or other securities of any person,  authority  (whether  supreme,
               local,  municipal or  otherwise) or company,  including  (without
               prejudice to the  generality of the  foregoing) any company which
               is for the time being the Company's holding company as defined by
               Section  154  of  the   Companies   Act  1948  or  any  statutory
               modification  or  re-enactment  thereof or another  subsidiary as
               defined by the said section of the Company's holding company or a
               subsidiary  of the  Company  or  otherwise  associated  with  the
               Company in business.

          (17) To invest and deal with the moneys of the Company not immediately
               required  for  the  purpose  of  its  business  in or  upon  such
               investments  or securities and in such manner and upon such terms
               as may from time to time be determined.

          (18) To advance,  deposit or lend money, securities and property to or
               with such persons or companies  and on such terms with or without
               security  upon  such  property,  rights  and  assets  as may seem
               expedient,  and to undertake  the  provision of hire purchase and
               credit sale finance and to act as factors.

          (19) To make, draw, accept, endorse, discount and negotiate,  issue or
               execute  bills of exchange,  promissory  notes,  bills of lading,
               warrants  and  other   negotiable,   transferable  or  mercantile
               instrument.

          (20) To pay  commissions  to and  remunerate any person or company for
               services  rendered  in placing or  assisting  to place any of the
               shares in the capital of the Company or any  debentures  or other
               security of the Company or in or about the formation or promotion
               of the  Company or the conduct of its  business,  whether by cash
               payment  or by the  allotment  of  shares  or  securities  of the
               Company,  credited as paid up in full or in part or  otherwise as
               may seem expedient.

          (21) To make  donations to such persons or companies and in such cases
               and  either  of cash or other  assets  as the  Company  may think
               directly  or  indirectly  conducive  to  any of  its  objects  or
               otherwise expedient.

          (22) To adopt such means for making known any services provided by the
               Company  and  keeping the same before the public as may be deemed
               expedient  and in  particular  to employ  advertising  and public
               relations techniques of all kinds.

          (23) To vest  any  real  or  personal  property,  rights  or  interest
               acquired by or  belonging to the Company in any person or company
               on behalf or for the benefit of the  Company  with or without any
               declared trust in favour of the Company.

          (24) To  distribute  amongst the members in specie any property of the
               Company or any proceeds of sale,  disposal or  realisation of any
               property of the Company but so that no distribution  amounting to
               a reduction  of capital be made except with the sanction (if any)
               for the time being required by law.

          (25) To  establish or promote any company for the purpose of acquiring
               all or any of the assets and  liabilities  of the  Company or for
               any  other   purpose   which  may  seem  directly  or  indirectly
               calculated  to  benefit  the  Company  or  furthering  any of the
               objects of the Company.

          (26) To insure the life of any person who may,  in the  opinion of the
               Company,  be of value to the Company as having or holding for the
               Company interest, goodwill, influence or other assets, and to pay
               the premiums on such insurance.

          (27) To support or subscribe to any  charitable  or public  object and
               any institution,  society or club which may be for the benefit of
               the  Company  or its  Directors,  officers  or  employees  or the
               directors,  officers or employees of its predecessors in business
               or any subsidiary,  allied or associated company, or which may be
               connected  with any town or place  where the  Company  carried on
               business,  and to give pensions,  gratuities or charitable aid to
               any Director or former  Director,  officer or former  officer and
               employee or former employee of the Company or its predecessors in
               business or any subsidiary,  allied or associated  company, or to
               the wives,  children or other  relatives  or  dependents  of such
               persons,  and to make payments towards  insurance and to form and
               contribute  to provident and benefit funds for the benefit of any
               Directors, officers or employees of the Company, its predecessors
               in business or any subsidiary,  allied or associated company, and
               to subsidise or assist any  association of employers or employees
               or any trade  association,  and to promote,  enter into and carry
               into effect any scheme for the sharing of profits with employees.

          (28) To procure  the Company to be  registered  or  recognised  in any
               country or place outside England.

          (29) To do all or any of the above things in any part of the world and
               either as principals, agents, contractors,  trustees or otherwise
               or by or through trustees,  agents,  sub-contractors or otherwise
               and either alone or in conjunction with others.

          (30) To do all such acts or things as are  incidental  or conducive to
               the attainment of the above objects or any of them.

               It is hereby  declared  that the word  "company"  in this  clause
               except where used in reference to this Company,  should be deemed
               to include  any  partnership  or other body of  persons,  whether
               incorporated or not  incorporated,  and whether  domiciled in the
               United  Kingdom  or  elsewhere,   and  whether  now  existing  or
               hereafter to be formed,  and it is also hereby declared that each
               of the objects  hereinbefore  mentioned  shall wherever and in so
               far  as  the  context  and  subject   admit  be  regarded  as  an
               independent  object and in nowise shall be limited or  restricted
               by reference to or inference  from any other object,  or the name
               of the  Company,  and none of the  sub-clauses  shall  be  deemed
               merely  subsidiary  or auxiliary to the objects  mentioned in the
               first sub-clause.

 5             The liability of the members is limited.

*6             The  capital of the Company is L7  divided  into shares of L1
               each.


*    By Ordinary  Resolution  passed 2nd  September  1977,  each of the existing
     Ordinary  Shares of L1 each in the capital of the Company was  subdivided
     into 10 Ordinary Shares of 10p each.

     By Ordinary Resolution passed 7th December 1977, the capital of the Company
     was  increased to  L350,000  by the creation of an  additional  3,499,000
     Ordinary Shares of 10p each.

     By Ordinary  Resolution  passed  28th  September  1978,  the capital of the
     company was  increased  to  L500,000  by the  creation  of an  additional
     1,500,000 Ordinary Shares of 10p each.

     By Ordinary  Resolution  passed 29th June 1979,  the capital of the Company
     was  increased to  L750,000  by the creation of an  additional  2,500,000
     Ordinary Shares of 10p each.

     By Ordinary  Resolution  passed 18th March 1981, the capital of the Company
     was increased to  L1,000,000  by the creation of an additional  2,500,000
     Ordinary Shares of 10p each.

     By Ordinary Resolution passed 27th May 1982, the capital of the Company was
     increased  to  Ll,800,000  by the  creation  of an  additional  8,000,000
     Ordinary Shares of 10p each.

     By Ordinary  Resolution  passed 5th April 1983,  the capital of the Company
     was increased to L3,000,000  by the creation of an additional  12,000,000
     Ordinary Shares of 10p each.

     By  Ordinary  Resolution  passed  10th  December  1984,  the capital of the
     Company was  increased to  L5,000,000  by the  creation of an  additional
     20,000,000 Ordinary Shares of 10p each.

     By Special  Resolution  passed 26th April 1985,  the capital of the Company
     was increased to L133,350,000 by the creation of an additional 33,500,000
     Ordinary  Shares  of 10p each  and  125,000,000  6.3 per  cent  Convertible
     Cumulative Redeemable Preference Shares of L1 each.

     By Ordinary  Resolution  passed 29th April, 1986 the capital of the Company
     was increased to L141,000,000 by the creation of an additional 76,500,000
     Ordinary Shares of 10p each.

     By Ordinary  Resolution  passed 3rd March,  1987 the capital of the Company
     was increased to L146,900,000 by the creation of an additional 59,000,000
     Ordinary Shares of 10p each.

     By Ordinary  Resolution  passed 9th March,  1988 the capital of the Company
     was increased to L148,400,000 by the creation of an additional 15,000,000
     Ordinary Shares of 10p each.

     By Ordinary  Resolution  passed 21st March, 1989 the capital of the Company
     was increased to L152,900,000 by the creation of an additional 45,000,000
     Ordinary Shares of 10p each.

     By a Special Resolution passed 27th March, 1991, the capital of the Company
     was  increased  to   L319,572,500   by  the  creation  of  an  additional
     1,666,725,000 Ordinary Shares of 10p each and the following further changes
     to the capital of the Company were effected:

     -    25,556,558   authorised   but  unissued  6.3  per  cent.   Convertible
          Cumulative Redeemable Preference Shares of L1 each in the capital of
          the Company ("Preference Shares") were cancelled;

     -    the 99,443,442 issued Preference Shares were consolidated,  subdivided
          and reclassified to create 129,276,150 Ordinary Shares of 10p each and
          865,158,270  Deferred  Shares of 10p each,  which Deferred Shares were
          thereupon redeemed and cancelled.

     By Special  Resolution passed 10th June, 1992 the Ordinary Share capital of
     the Company was consolidated and sub-divided  into  353,080,829.6  Ordinary
     Shares  of 25p each and  2,384,598,152  Deferred  Shares of 5p each and the
     capital of the Company was increased by 10p to  L207,500,115.10  in order
     to make up one  additional  Ordinary  Share  of 25p in the  capital  of the
     Company.

     By Ordinary  Resolution passed 20 November 1995, the capital of the Company
     was  increased  to  L269,729,907.60  by  the  creation  of an  additional
     248,919,170 Ordinary Shares of 25p each.

     By virtue  of a Special  Resolution  passed  23  October  1997 and with the
sanction  of an order of the High Court of Justice  dated 26  November  1997 and
registered  on 27 November  1997 the  capital of the  Company  was reduced  from
L269,729,907.60  divided  into  602,000,000  Ordinary  Shares  of 25p  each  and
2,384,598,152  Deferred  Shares  of  5p  each  to  L150,500,000  divided  into
602,000,000 Ordinary Shares of 25p each.

     Pursuant to a Special  Resolution passed 23 October 1997 the Ordinary Share
     capital of the Company was consolidated, with effect from 15 December 1997,
     into 301,000,000 Ordinary Shares of 50p each.

7              WE, the several persons whose names,  addresses and  descriptions
               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>
                             THE COMPANIES ACT 1985



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




                             ARTICLES OF ASSOCIATION

                                      -of-

                        CORDIANT COMMUNICATIONS GROUP plc

                    (Adopted by Special Resolution passed on
             23 October 1997 and taking effect on 15 December 1997)


<PAGE>

                                    CONTENTS


Articles                      Headings
1 - 2                         Preliminary
3 - 8                         Share Capital
9 - 11                        Share Certificates
12                            Joint Holders of Shares
13 - 18                       Calls on Shares
19 - 28                       Forfeiture of Shares and Lien
29 - 46                       Transfer and Transmission of Shares
47 - 50                       Alteration of Share Capital
51 - 52                       Modification of Rights
53 - 55                       General Meetings
56 - 61                       Notice of General Meetings
62 - 70                       Proceedings at General Meetings
71 - 82                       Votes of Members
83 - 89                       Directors
90 - 96                       Powers and Duties of Directors
97 - 98                       Borrowing Powers and Debentures
99 - 102                      Directors' Interests
103                           Disqualification of Directors
104 - 109                     Election and Appointment of Directors
110 - 111                     Alternate Directors
112                           Local and Other Directors
113 - 121                     Proceedings of Directors
122 - 124                     Executive Directors
125                           President
126 - 128                     Secretary
129                           Authentication of Documents
130                           Minutes
131                           The Seal
132 - 141                     Dividends
142                           Reserve Fund
143 - 145                     Capitalisation of Reserves
146 - 149                     Accounts
150 - 152                     Audit
153 - 156                     Notices
157                           Suspended or Curtailed Postal Services
158                           Provision for Employees
159                           Indemnity
160 - 161                     Winding Up

<PAGE>

 
 
                                   PRELIMINARY


Exclusion of Table A

1       Neither the  regulations  contained in Table A in the First  Schedule to
        the  Companies  Act 1948 nor  those  contained  in the  Schedule  to the
        Companies (Tables A to F) Regulations 1985 shall apply to the Company.

Interpretation Article

2    In these  Articles,  if not  inconsistent  with the context,  the following
     words in the first  column of the table next  hereinafter  contained  shall
     have the following meanings.

        Words                              Meanings

        "Act"                              The Companies Act 1985.

        "Articles"                         These  Articles  of  Association,  as
                                           altered from time to time.

        "business day"                     A day on which the London  Stock
                                           Exchange is open for the  transaction
                                           of business.

        "Directors"                        The  Directors of the Company  acting
                                           by   Resolution   duly  passed  at  a
                                           Meeting of the Directors or otherwise
                                           as permitted by these Articles.

        "the London  Stock  "Exchange"     The London Stock Exchange Limited.

        "Month"                            Calendar month.

        "Office"                           The registered office of the Company.

        "Recognised Person"                a  recognised  clearing  house  or  a
                                           nominee  of  a  recognised   clearing
                                           house or of a  recognised  investment
                                           exchange   who   is   designated   as
                                           mentioned  in  Section  185(4) of the
                                           Act.

        "Register"                         The   register   of  members  of  the
                                           Company.

        "the Regulations"                  The     Uncertificated     Securities
                                           Regulations   1995   (SI   1995   No.
                                           95/3272)  including any  modification
                                           thereof   or   any   regulations   in
                                           substitution   therefor   made  under
                                           Section 207 of the Companies Act 1989
                                           and for the time being in force.

        "relevant system"                  A   computer   based   system,    and
                                           procedures,  enabling title to shares
                                           to  be  evidenced   and   transferred
                                           without  a  written   instrument   as
                                           defined in the Regulations.

        "Seal"                             The Common Seal of the  Company  and,
                                           as  appropriate,  any  official  seal
                                           kept  by the  Company  by  virtue  of
                                           Section 40 of the Act.

        "Secretary"                        The    Secretary   of   the   Company
                                           appointed by the  Directors  pursuant
                                           to Article 126.

        "share"                            A share in the capital of the Company
                                           whether  held  in   certificated   or
                                           uncertificated form.

        "Statutes"                         The Act, every statutory modification
                                           or re-enactment  thereof for the time
                                           being in force and every other Act or
                                           statutory  instrument  for  the  time
                                           being  in  force  concerning  limited
                                           companies  and  affecting the Company
                                           (including,  without limitation, Part
                                           V of the  Criminal  Justice  Act 1993
                                           and   the   Companies   Consolidation
                                           (Consequential Provisions) Act 1985).

        "Subsidiary"                       A   subsidiary   within  the  meaning
                                           contained in Section 736 of the Act.

        "United Kingdom"                   Great Britain and Northern Ireland.

        "in writing"                       Written or produced by any substitute
                                           for  writing or partly one and partly
                                           another.

        "Year"                             Calendar year.

        The  expression  "Secretary"  shall include any person  appointed by the
        Directors to perform any of the duties of the Secretary  and,  where two
        or more persons are appointed to act as Joint Secretaries, shall include
        any one of those persons.

        References to an uncertificated  share or to a share (or to a holding of
        shares) being in, or held in, uncertificated form are references to that
        share being an uncertificated  unit of a security (within the meaning of
        the Regulations) which is for the time being recorded in the Register as
        being held in uncertificated form.

        References  to a  certificated  share or to a share (or to a holding  of
        shares) being in, or held in,  certificated  form are references to that
        share be a  certificated  unit of a security  (within the meaning of the
        Regulations).

        References to a  dematerialised  instruction  shall mean an  instruction
        sent or received by means of a relevant  system and such an  instruction
        shall be considered to be properly authenticated if it complies with the
        specifications  referred  to in  paragraph  5(b)  of  Schedule  1 to the
        Regulations.

        Words  importing the masculine  gender shall include the feminine gender
        and vice versa.

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

        References to any statute or statutory provision or statutory instrument
        shall  be  construed  as  relating  to  any  statutory  modification  or
        re-enactment thereof for the time being in force.

        Words or  expressions  which are not defined in these Articles but which
        are defined in the Statutes shall, if not inconsistent  with the subject
        or context, bear the same meaning in these Articles.

     
                                  SHARE CAPITAL

Capital

3       The  share  capital  of the  Company  at the date of  adoption  of these
        Articles is L150,500,000  divided into 301,000,000  Ordinary Shares of
        50p each ("Ordinary Shares").

Rights attached to new shares

4       Without  prejudice to any special  rights,  privileges  or  restrictions
        previously  conferred on the holders of any existing  shares or class of
        shares (which special rights or privileges or restrictions  shall not be
        affected,  modified,  rescinded or dealt with except in accordance  with
        Article  51),  any  shares in the  Company  may be  issued  with or have
        attached  thereto such  preferred,  deferred or other special  rights or
        privileges or such restrictions,  whether in regard to dividend,  return
        of capital, voting or otherwise, as the Company may from time to time by
        Ordinary Resolution determine.

5.1     Subject to the provisions of the Statutes and to any rights conferred on
        the holders of any other shares,  any shares may be issued on terms that
        they are or are liable to be  redeemed  at the option of the  Company or
        the  shareholder  on such terms and in such manner as these  Articles or
        the rights attaching to those shares may from time to time provide.

5.2     Subject to the provisions of the Statutes,  the Company may purchase its
        own shares (including any redeemable shares).

5.3     The  Company  may not  purchase  its own  shares  if at the time of such
        purchase there are  outstanding  any  convertible  shares of the Company
        unless such purchase has been sanctioned by an Extraordinary  Resolution
        passed at a separate  class  meeting of the  holders of the  convertible
        shares  or is  otherwise  permitted  under  the  terms  of issue of such
        shares.

5.4     Purchases by the Company of its own redeemable shares shall,  where such
        shares are listed by the London Stock Exchange,  be limited to a maximum
        price which,  in the case of  purchases by private  treaty or by tender,
        will not exceed the average of the middle market  quotations  taken from
        the Official List of the London Stock Exchange for the ten business days
        before the  purchase  is made or, in the case of a purchase  through the
        market, at the market price,  provided that it is not more than five per
        cent. above such average. If such purchases are by tender, tenders shall
        be made available to all holders of such shares alike.

5.5     Notwithstanding  anything to the contrary  contained in these  Articles,
        but subject to any rights  specifically  attached to any class of shares
        from time to time,  the rights  attached to any class of shares shall be
        deemed not to be varied or  abrogated  by  anything  done by the Company
        pursuant to this Article 5.

Control of Directors over shares

6       Subject to the  provisions of these  Articles and of the  Statutes,  any
        unissued  shares  shall be under the control of the  Directors,  who may
        allot and dispose of or grant options over the same to such persons,  on
        such terms and in such manner as they think fit.

Underwriting commission and brokerages

7       The Company (or the Directors on behalf of the Company) may exercise the
        powers of paying commissions conferred by the Statutes.  The Company (or
        the  Directors on behalf of the Company) may also on any issue of shares
        pay such brokerage as may be lawful.

Trusts not recognised

8       Save as required by statute,  the Company shall be entitled to treat the
        person  whose name  appears upon the Register in respect of any share as
        the absolute  owner of that share,  and shall not (save as aforesaid) be
        under any obligation to recognise any trust or equity or equitable claim
        to or  partial  interest  in such  share,  whether  or not it shall have
        express or other notice thereof.

                               SHARE CERTIFICATES

Certificates

9.1     Every  member whose name is entered on the Register as the holder of any
        certificated share(s) (except a Recognised Person in respect of whom the
        Company is not by law required to complete and have ready for delivery a
        certificate)  shall be entitled  without  payment to one certificate for
        all the shares  registered in his name or, in the case of shares of more
        than one class being  registered in his name, to a separate  certificate
        for each class of such shares so  registered.  Every  certificate  shall
        specify  the number and class of shares in respect of which it is issued
        and the distinctive numbers, if any, of such shares and the amounts paid
        up thereon respectively.

9.2     Every certificate shall be delivered to a holder of certificated  shares
        within  two  months  after the  allotment  or,  as the case may be,  the
        lodging  with  the  Company  of the  transfer  of the  shares  comprised
        therein. A certificate shall be delivered in accordance with, and in the
        time period permitted by, the Regulations to any  uncertificated  holder
        of shares following the change of those shares to certificated form.

9.3     Every certificate for shares,  debenture stock or other form of security
        (other than letters of allotment or scrip  certificates) shall be issued
        under the Seal or in such other manner as the Directors having regard to
        the terms of issue and the requirements of the London Stock Exchange may
        by resolution  authorise (including bearing an imprint or representation
        of the  Seal) and  (subject  as  hereinafter  provided)  shall  bear the
        autographic  signatures  of  one  or  more  of  the  Directors  and  the
        Secretary,  provided that the Directors may by resolution determine that
        such signatures or any of them may be affixed thereto by some mechanical
        or electronic  means or may be printed  thereon or that the  certificate
        need not be signed by any person.

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

Additional certificates

10      Subject  as  provided  in  Article  11,  if  any  member  shall  require
        additional  certificates  he shall pay for each  additional  certificate
        such reasonable out of pocket expenses as the Directors shall determine.

Renewal of certificates

11      If any  certificate  is defaced,  worn out,  lost, or  destroyed,  a new
        certificate must be issued without charge (other than exceptional out of
        pocket  expenses)  and the person  requiring the new  certificate  shall
        surrender the defaced or worn-out certificate,  or give such evidence of
        the loss or  destruction  of the  certificate  and such indemnity to the
        Company as the Directors shall determine.

                             JOINT HOLDERS OF SHARES

Joint Holders

12      Where two or more  persons  are  registered  as the holders of any share
        they shall be deemed to hold the same as joint  tenants  with benefit of
        survivorship, subject to the following:-

12.11   The Company shall not be bound to register more than four persons as the
        holders of any share.

12.2    The joint  holders of any share  shall be liable,  severally  as well as
        jointly,  in respect of all payments  which are to be made in respect of
        such share.

12.3    On the death of any one of such joint  holders the survivor or survivors
        shall be the only person or persons  recognised by the Company as having
        any title to such share, but the estate of a deceased joint holder shall
        not be  released  from any  liability  in respect of any share which had
        been jointly held by him.

12.4    Any one of such  joint  holders  may  give  effectual  receipts  for any
        dividend, bonus or return of capital payable to such joint holders.

12.5    Only the person  whose name stands  first in the  Register as one of the
        joint  holders  of any  share  shall  be  entitled  to  delivery  of the
        certificate   relating   to  such  share  (if  that  share  is  held  in
        certificated  form),  or to receive  notices from the  Company,  and any
        notice  given to such  person  shall be  deemed  notice to all the joint
        holders.

12.6    Any one of the joint holders of any share for the time being  conferring
        a right to vote may vote either personally or by proxy at any meeting in
        respect of such share as if he were the sole  holder,  provided  that if
        more than one of such joint  holders be present at any  meeting,  either
        personally  or by proxy,  the  person  whose  name  stands  first in the
        Register as one of such holders, and no other, shall be entitled to vote
        in respect of the share.

                                 CALLS ON SHARES

Calls, how made

13      The  Directors  may from time to time make  calls  upon the  members  in
        respect of all moneys unpaid on their shares  (whether on account of the
        nominal  amount  of the  shares  or by way of  premium)  and  not by the
        conditions of allotment thereof made payable at any fixed time; provided
        that (except as otherwise  provided by the  conditions  of allotment) no
        call shall exceed  one-fourth of the nominal amount of the share,  or be
        made payable within one month after the date when the last instalment of
        the last  preceding  call shall have been made payable;  and each member
        shall,  subject to receiving fourteen days' notice at least,  specifying
        the time and place for payment,  pay the amount  called on his shares to
        the persons and at the times and places appointed by the Directors.

When call deemed to be made

14      A call shall be deemed to have been made at the time when the resolution
        of the Directors  authorising such call was passed and may be payable by
        instalments  or  postponed  or revoked  either  wholly or in part as the
        Directors may determine. Differences in amounts paid on shares

Differences in amounts paid on shares

15      The  Directors  may  make  arrangements  on the  issue of  shares  for a
        difference between the holders of such shares in the amount of calls to
        be paid and in the time of payment of such calls.

Interest on calls in arrear

16      If a call payable in respect of any share or any instalment of a call is
        not paid before or on the day appointed for payment thereof,  the holder
        for the time being of such share shall be liable to pay  interest on the
        same  at such  rate,  not  exceeding  20 per  cent.  per  annum,  as the
        Directors  determine from the day appointed for the payment of such call
        or instalment to the time of actual  payment,  but the Directors may, if
        they think fit,  waive the payment of such interest or any part thereof.
        No  dividend  or other  payment or  distribution  in respect of any such
        share  shall be paid or  distributed,  and no other  rights  which would
        otherwise  normally be exercisable in accordance with these Articles may
        be exercised  by a holder of any such share,  so long as any such sum or
        any  interest or expenses  payable in  accordance  with this  Article in
        relation thereto remains due.

Instalments to be treated as calls

17      If by the  conditions  of allotment  of any shares,  or  otherwise,  any
        amount is made  payable  at any fixed  time,  whether  on account of the
        nominal  amount of the shares or by way of  premium,  every such  amount
        shall be  payable  as if it were a call duly made by the  Directors,  of
        which due notice had been  given;  and all the  provisions  hereof  with
        respect  to  the  payment  of  calls  and  interest  thereon,  or to the
        forfeiture of shares for non-payment of calls, shall apply to every such
        amount and the shares in respect of which it is payable.

Payment in advance of calls

18      The Directors may, if they think fit, receive from any member willing to
        advance the same all or any part of the moneys  uncalled and unpaid upon
        any  shares  held by him;  and upon all or any of the  moneys so paid in
        advance the Directors  may (until the same would,  but for such advance,
        become  presently  payable)  pay  interest at such rate (not  exceeding,
        without the sanction of the Company in General Meeting, 6 per cent. per
        annum) as may be agreed  upon  between  the member  paying the moneys in
        advance and the Directors. Any such payment in advance shall not entitle
        the member  concerned  to  participate  in respect of the amount of such
        payment in any dividend declared or paid on such shares.

                          FORFEITURE OF SHARES AND LIEN

Notice requiring payment of call or instalment

19      If any member fails to pay any call or  instalment  of a call on the day
        appointed for payment thereof, the Directors may, at any time thereafter
        during such time as any part of the call or instalment  remains  unpaid,
        serve a  notice  on him  requiring  him to pay so  much  of the  call or
        instalment as is unpaid, together with interest accrued and any expenses
        incurred by reason of such non-payment.

What the notice is to state

20      The  notice  shall  name a  further  day  (not  being  earlier  than the
        expiration  of  fourteen  days from the date of the notice) on or before
        which such call or  instalment  and all  interest  accrued and  expenses
        incurred by reason of such non-payment are to be paid, and it shall also
        name the place where payment is to be made.  The notice shall also state
        that in the event of  non-payment at or before the time and at the place
        appointed  the shares in respect  of which  such call or  instalment  is
        payable will be liable to forfeiture.

Forfeiture if notice not complied with

21      If the requirements of any such notice are not complied with, any shares
        in  respect  of which  such  notice  has  been  given  may,  at any time
        thereafter  before the payment  required by the notice has been made, be
        forfeited by a resolution of the Directors to that effect,  and any such
        forfeiture  shall  extend to all  dividends  declared  in respect of the
        shares so forfeited  but not actually paid before such  forfeiture.  The
        Directors  may  accept  surrender  of any share  liable to be  forfeited
        hereunder.

Forfeited shares the property of the Company

22      When any share has been  forfeited,  notice of the  forfeiture  shall be
        served  upon the  person  who was  before  forfeiture  the holder of the
        share;  but no  forfeiture  shall be in any  manner  invalidated  by any
        omission or neglect to give such notice.  Subject to the  provisions  of
        the Statutes,  any share so forfeited shall be deemed to be the property
        of the Company,  no voting rights shall be exercised in respect  thereof
        and the  Directors  may  cancel the same or within  three  years of such
        forfeiture sell, reallot or otherwise dispose of the same in such manner
        as they,  think fit either to the  person who was before the  forfeiture
        the holder thereof,  or to any other person,  and either with or without
        any past or accruing dividends, and, in the case of reallotment, with or
        without any money paid thereon by the former  holder  being  credited as
        paid up  thereon.  Any  share not  disposed  of in  accordance  with the
        foregoing within a period of three years from the date of its forfeiture
        shall  thereupon be cancelled in accordance  with the  provisions of the
        Statutes.

Liability to pay calls after forfeiture

23      Any 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 the
        forfeiture  were  presently  payable by him to the Company in respect of
        the shares,  together with interest  thereon at such rate, not exceeding
        20 per  cent.  per  annum  or such  lower  rate as the  Directors  shall
        appoint,  down to the date of payment,  but his liability shall cease if
        and when the  Company  receives  payment  in full of all such  moneys in
        respect  of  the  shares,  together  with  interest  as  aforesaid.  The
        Directors  may, if they think fit, waive the payment of such interest or
        any part thereof.

Statutory declaration of forfeiture

24      A statutory  declaration  in writing that the declarant is a Director of
        the Company or the Secretary and that a share has been duly forfeited or
        sold  to  satisfy  a  lien  of  the  Company  on a  date  stated  in the
        declaration shall be conclusive  evidence of the facts stated as against
        all persons  claiming to be entitled to the share,  and such declaration
        and the receipt of the Company for the  consideration (if any) given for
        the  share  on the  sale,  re-allotment  or  disposal  thereof,  and the
        appropriate  share  certificate,  shall  constitute  a good title to the
        share, and the person to whom the share is sold, re-allotted or disposed
        of shall be registered as the holder thereof, and his title to the share
        shall  not  be  affected  by  any  irregularity  or  invalidity  in  the
        proceedings  in  reference  to the  forfeiture,  re-allotment,  sale  or
        disposal of such  share.  The  Directors  may  authorise  some person to
        transfer a forfeited share to any other person as aforesaid.  The remedy
        (if any) of any  former  holder  of any such  share,  and of any  person
        claiming  under or through  him,  shall be against  the  Company  and in
        damages only.

Lien on partly paid shares

25      The Company shall have a first and  paramount  lien upon all the shares,
        other than fully paid-up  shares,  registered in the name of each member
        (whether solely or jointly with other persons) for any amount payable in
        respect of such shares,  whether presently payable or not, and such lien
        shall apply to all dividends  from time to time declared or other moneys
        payable  in  respect  of  such  shares.  Unless  otherwise  agreed,  the
        registration  of a transfer of a share shall  operate as a waiver of the
        Company's lien, if any, on such share.

Sale for lien

26      For the purpose of enforcing  such lien the Directors  may,  subject (in
        the case of uncertificated  shares) to the provisions of the Regulations
        sell the shares subject  thereto,  in such manner as they think fit, but
        no such sale shall be made until all or any part of the sum  outstanding
        on the shares  shall have  become  payable  and until  notice in writing
        stating,  and demanding payment of, the sum payable and giving notice of
        the  intention to sell in default of such payment shall have been served
        on such member and default shall have been made by him in the payment of
        the sum payable for fourteen days after such notice.

Proceeds of sale

27      The net proceeds of any such sale,  after payment of the costs  thereof,
        shall be applied in or towards  satisfaction of such part of the amount
        in  respect  of which  the lien  exists  as is  presently  payable.  The
        residue,  if any, shall (upon surrender to the Company for  cancellation
        of the  certificate  for any  certificated  shares sold and subject to a
        like lien for sums not  presently  payable  as  existed  upon the shares
        before the sale) be paid to the member or as he shall in writing  direct
        or  the  person  (if  any)  entitled  by   transmission  to  the  shares
        immediately before the sale.

Title

28      An entry in the Directors'  minute book of the forfeiture of any shares,
        or that any  shares  have  been sold to  satisfy a lien of the  Company,
        shall be  sufficient  evidence,  as against all  persons  claiming to be
        entitled to such shares, that the said shares were properly forfeited or
        sold;  and such entry,  the receipt of the Company for the price of such
        shares, and the appropriate share  certificate,  shall constitute a good
        title to such  shares,  and the name of the  purchaser  or other  person
        entitled  shall be entered in the Register as a Member,  and he shall be
        entitled,  if such shares are in certificated form, to a certificate of
        title to the shares and 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
        forfeiture or sale.  For giving  effect to any such sale,  the Directors
        may, subject (in the case of uncertificated shares) to the provisions of
        the Regulations,  authorise some person to transfer any such shares sold
        to the  purchaser  thereof.  The remedy (if any) of the former holder of
        such shares,  and of any person  claiming under or through him, shall be
        against the Company and in damages only.

                       TRANSFER AND TRANSMISSION OF SHARES

Form of instrument of transfer of certificated shares etc.

29        All transfers of certificated  shares shall be in writing in the usual
          common form or in any other form  permitted by the Stock  Transfer Act
          1963 or approved by the Directors. The instrument of transfer shall be
          signed by or on  behalf of the  transferor  and,  if the  certificated
          shares  transferred  are  not  fully  paid,  by or on  behalf  of  the
          transferee.  The  transferor  shall be deemed to remain  the holder of
          such  certificated  shares until the name of the transferee is entered
          in the Register in respect thereof.

Transfers of uncertificated shares

30      Subject to the provisions of these  Articles,  a Member may transfer all
        or any of his uncertificated  shares in any manner which is permitted by
        the Statutes and is from time to time  approved by the Directors and the
        Company shall  register  such transfer in accordance  with the Statutes.
        The   transferor   shall  be  deemed  to  remain   the  holder  of  such
        uncertificated shares until the name of the transferee is entered on the
        register in respect thereof.

Renunciation of Allotments

31      The  Directors  may at any time  after  the  allotment  of any share but
        before any person has been entered in the Register as the holder thereof
        recognise a renunciation thereof by the allottee in favour of some other
        person and may accord to any  allottee of a share a right to effect such
        renunciation  upon and  subject  to such  terms  and  conditions  as the
        Directors may think fit.

Power to refuse registration of transfers

32      Subject (in the case of uncertificated  shares) to the provisions of the
        Regulations  and the facilities and  requirements of the relevant system
        concerned,  the Directors may, in their absolute  discretion and without
        assigning any reason therefor, refuse to register any transfer of shares
        of any class (not  being  fully paid  shares),  and may also  decline to
        register any transfer of  certificated  shares of any class on which the
        Company has a lien, provided that, where any such shares are admitted to
        the Official List of the London Stock Exchange, the Directors may impose
        only such  restrictions on transfer as are permitted by the London Stock
        Exchange.

33      The Directors may also refuse to recognise any instrument of transfer of
        a certificated share,  unless the instrument of transfer,  duly stamped,
        is  deposited  at the Office or such other  place as the  Directors  may
        appoint,  accompanied by the certificate for the certificated  shares to
        which it relates if it has been issued,  and such other  evidence as the
        Directors may reasonably  require to show the right of the transferor to
        make the transfer.

34      The Directors  may, in their absolute  discretion and without  assigning
        any  reason   therefor,   refuse  to   register   any   transfer  of  an
        uncertificated share where permitted by the Statutes.

35      The  Directors may also refuse to register any transfer of shares unless
        it is in respect of only one class of shares.

36      The maximum  number of persons who may be registered as joint holders of
        a share is four.

Notice of refusal of transfer

37      If the  Directors  refuse to register a transfer  they shall send to the
        transferee notice of the refusal:-

37.1    the case of a  certificated  share,  within two months after the date on
        which the transfer was lodged with the Company; or

37.2    in the case of an uncertificated share, within two months of the date on
        which a properly authenticated  dematerialised  instruction attributable
        to the  operator of the  relevant  system was received by the Company in
        respect of such transfer.

Register may be closed

38      Subject to compliance  with the Statutes,  the Register may be closed at
        such  times and for such  periods  as the  Directors  in their  absolute
        discretion may from time to time determine, provided that:-

38.1    the Register  shall not be closed for more than thirty days in any year;
        and

38.2   where  shares  have  been  permitted  to be  transferred  by  means of a
        relevant  system,  the  consent of the  operator of that system has been
        obtained.

No fee for registration

39      No fee shall be charged in respect of the  registration of any transfer,
        probate,  letters of  administration,  certificate of marriage or death,
        power of attorney or other  document  relating to or affecting the title
        to any shares.

Transfer instruments to be retained by the Company

40.1    All instruments of transfer which shall be registered shall,  subject to
        Article 40.2, be retained by the Company, but any instrument of transfer
        which the Directors may refuse to register  shall (except in any case of
        fraud) be returned to the persons depositing the same.

40.2    The Company shall be entitled to destroy the following  documents at the
        following times:-

40.2.1  registered  instruments  of  transfer  or  dematerialised   instructions
        transferring  shares  and any other  documents  which were the basis for
        making an entry on the Register: at any time after the expiration of six
        years from the date of registration thereof;

40.2.2  allotment  letters:  at any time after the  expiration of six years from
        the date of issue thereof;

40.2.3  dividend mandates,  powers of attorney, grants of probate and letters of
        administration:  at any time  after the  account  to which the  relevant
        mandate,   power  of   attorney,   grant  of   probate   or  letters  of
        administration related has been closed;

40.2.4  notifications of change of address:  at any time after the expiration of
        two years from the date of recording thereof; and

40.2.5  cancelled  share  certificates:  at any time after the expiration of one
        year from the date of the cancellation thereof.

40.3    It shall conclusively be presumed in favour of the Company:-
 
40.3.1  that every entry in the Register  purporting  to be made on the basis of
        any such documents so destroyed was duly and properly made; and

40.3.2  that every such  document so destroyed  was valid and  effective and had
        been duly and properly registered,  cancelled,  or recorded, as the case
        may be, in the books or records of the Company.

40.4    The provisions aforesaid shall apply to the destruction of a document in
        good faith and without  notice of any claim  (regardless  of the parties
        thereto) to which the document might be relevant.

40.5    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.

40.6    References in this Article to the  destruction  of any document  include
        the disposal thereof in any manner.

Persons recognised on death of a member

41      On the death of any member  (not being one of two or more joint  holders
        of a share) the legal personal  representatives  of such deceased member
        shall be the only persons  recognised by the Company as having any title
        to the share or shares registered in his name.

Transmission

42      Any person becoming entitled to a share or shares by reason of the death
        or bankruptcy of a member may, upon such evidence  being produced as may
        from  time to time be  required  by the  Directors,  elect  either to be
        registered  as a member in respect  of such share or shares,  or to make
        such transfer of the share or shares as the deceased or bankrupt  person
        could have made.  If the person so becoming  entitled  shall elect to be
        registered  himself  he shall  give to the  Company a notice in  writing
        signed by him to that effect.  The  Directors  shall in either case have
        the same right to refuse or suspend  registration as they would have had
        if the death or bankruptcy of the member had not occurred and the notice
        of election or transfer were a transfer executed by that member.

Limitation of rights before registration

43      Any  person  becoming  entitled  to a share by  reason  of the  death or
        bankruptcy of a member shall be entitled to the same dividends and other
        advantages  to  which he would  be  entitled  if he were the  registered
        holder of the share,  except  that he shall not,  unless and until he is
        registered  as a member in respect of the share or unless the  Directors
        otherwise determine,  be entitled in respect of it to receive notice of,
        or to  exercise  any right  conferred  by  membership  in  relation  to,
        meetings of the Company:  Provided  always that the Directors may at any
        time  give  notice  requiring  any such  person  to elect  either  to be
        registered  himself or to transfer such share to some other person,  and
        if such notice is not complied with within ninety days after service the
        Directors  may  thereafter  withhold  payment of all dividends and other
        moneys  payable in respect of such share until the  requirements  of the
        notice have been complied with.

Untraced members

44.1   Subject to the provisions of the Statutes, the Company shall be entitled
        to sell at the best price reasonably  obtainable any share or stock of a
        member  or any  share  or  stock  to  which  a  person  is  entitled  by
        transmission if and provided that:-

44.1.1  for a period of twelve  years no cheque or warrant  sent by the  Company
        through the post in a pre-paid letter  addressed to the member or to the
        person  entitled by transmission to the share or stock at his address on
        the Register or other the last known  address given by the member or the
        person  entitled by transmission to which cheques and warrants are to be
        sent has been  cashed  and no  communication  has been  received  by the
        Company from the member or the person entitled by transmission  provided
        that in any such  period of twelve  years the  Company has paid at least
        three dividends in respect of the shares in question  whether interim or
        final and no such dividend has been claimed; and

44.1.2  the Company has at any time  following the expiration of the said period
        of twelve years by  advertisement  in a national  daily  newspaper and a
        local newspaper  circulating in the area in which the last known address
        of the member or the person  entitled to the shares by  transmission  at
        which  service of notices  might be  effected in  accordance  with these
        Articles is located  given  notice of its  intention to sell such share;
        and

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

44.1.4  the Company has given  notice in writing of its  intention  to sell such
        shares or stock in each case to the Quotations  Department of the London
        Stock Exchange.

44.2    To give effect to any such sale, the Directors may authorise some person
        to transfer such share and such transfer  shall be as effective as if it
        had been executed by the registered holder of, or person entitled by the
        transmission  to, such share. The Company shall account to the member or
        other  person  entitled  to such share or stock for the net  proceeds of
        such sale by  carrying  all  moneys in  respect  thereof  to a  separate
        account  which shall be a permanent  debt of the Company and the Company
        shall be deemed to be a debtor and not a trustee in respect  thereof for
        such Member or other person. Moneys carried to such separate account may
        either be  employed  in the  business of the Company or invested in such
        investments (other than shares of the Company or its holding company (if
        any)) as the  Directors  may from time to time  think fit.  The  Company
        shall not be required  to pay  interest on the said moneys or to account
        for any amounts earned thereon.

Uncertificated shares - general provisions

45      Subject to the  Regulations  and the facilities and  requirements of the
        relevant system  concerned,  the Directors shall have power to make such
        arrangements  as they may (in their  absolute  discretion)  think fit in
        order for any class of share to be a participating  security and subject
        thereto  the Company  may issue  shares of that class in  uncertificated
        form and permit  such  shares to be  transferred  by means of a relevant
        system to the fullest  extent  available from time to time. No provision
        of these  Articles  shall  apply or have effect to the extent that it is
        inconsistent with:-

45.1    the holding of shares in uncertificated form;

45.2    the transfer of title to shares by means of a relevant system; and

45.3    the Regulations.

46     Without prejudice to the generality of Article 45,  notwithstanding  any
        provision of these Articles and subject always to the Regulations, where
        any class of share is a participating security:-

46.1    the register  relating to such class shall be maintained at all times in
        the United Kingdom;

46.2    shares  of such  class  held by the  same  holder  or  joint  holder  in
        certificated  form  and in  uncertificated  form  shall  be  treated  as
        separate holdings, unless the Directors otherwise determine;

46.3    shares of such class may be changed from  certificated to uncertificated
        form, and from  uncertificated to certificated  form, in accordance with
        the Regulations;

46.4    the  Company  shall  comply with  Regulation  21 of the  Regulations  in
        relation to the  rectification of, and changes to, the Register relating
        to such class;

46.5    the provisions of these Articles with respect to meetings, including the
        holders,  of such class shall have effect  subject to the  provisions of
        Regulation 34 of the Regulations; and

46.6    the  Directors   may,  by  notice  in  writing  to  the  holder  of  any
        uncertificated  shares of such class,  require that holder to change the
        form of such  shares to  certificated  form within such period as may be
        specified in the notice.

                           ALTERATION OF SHARE CAPITAL

Capital, how increased

47      The Company may from time to time by Ordinary  Resolution  increase  its
        capital by the  creation  of new  shares,  such  increase  to be of such
        aggregate  amount  and to be  divided  into  shares  of such  respective
        amounts as the resolution shall prescribe.

New capital to be considered part of original unless otherwise provided

48      Any capital raised by the creation of new shares shall, unless otherwise
        provided  by the  conditions  of  issue,  be  considered  as part of the
        original  capital,  and shall be  subject  to the same  provisions  with
        reference  to the  payment  of calls  and the  forfeiture  of  shares on
        non-payment  of calls,  transfer  and  transmission  of shares,  lien or
        otherwise, as if it had been part of the original capital.

Alteration of capital

49.1    The Company may by Ordinary Resolution:-

49.1.1  consolidate all or any of its share capital into shares of larger amount
        than its existing shares;

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

49.1.3  sub-divide  its shares or any of them into shares of smaller amount than
        is fixed by the Memorandum of Association (subject, nevertheless, to the
        provisions  of the  Statutes),  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.

49.2    The  Company may by Special  Resolution  reduce its share  capital,  any
        capital  redemption  reserve and any share premium account in any manner
        authorised by law.

Fraction of shares

50      Anything  done in  pursuance  of  Article 49 shall be done in the manner
        therein  provided and subject to any conditions  imposed by the Statutes
        so far as they  shall be  applicable  and,  so far as they  shall not be
        applicable,  in accordance with the terms of the resolution  authorising
        the same and be  otherwise  in such  manner as the  Directors  deem most
        expedient,  with power for the Directors on any  consolidation of shares
        to deal with  fractions  of shares in any  manner  they  think  fit.  In
        particular,  whenever on any consolidation  members shall be entitled to
        any  fractions  of  shares  the  Directors  may  sell all or any of such
        fractions  and shall  distribute  the net proceeds  thereof  amongst the
        members entitled to such fractions in due proportions.  In giving effect
        to any such sales,  the Directors may authorise  some person to transfer
        the shares  sold to the  purchaser  thereof and the  purchaser  shall be
        registered  as the holder of the shares  comprised in any such  transfer
        and he  shall  not be bound to see to the  application  of the  purchase
        money nor shall his title to the shares be affected by any  irregularity
        or invalidity in the proceedings relating to the transfer.

                             MODIFICATION OF RIGHTS

Rights of various classes may be altered

51.1    If at any time the capital is divided into different  classes of shares,
        the rights attached to any class or any of such rights (unless otherwise
        provided by the terms of issue of the shares of that class) may, subject
        to the provisions of Section 127 of the Act,  whether or not the Company
        is being wound up, be modified,  abrogated or varied with the consent in
        writing  of the  holders of three  fourths of the issued  shares of that
        class, or with the sanction of an Extraordinary  Resolution  passed at a
        separate  general meeting of the holders of the shares of the class, but
        not otherwise.

51.2    To every such separate  general meeting the provisions of these Articles
        relating to General  Meetings shall,  mutatis  mutandis,  apply,  but so
        that: -

51.2.1  at every such separate  general  meeting the quorum shall be two persons
        at least holding or representing by proxy one third of the issued shares
        of the class.  Provided that if at any adjourned  meeting of the holders
        of any class a quorum as defined is not  present  those  holders who are
        present in person or by proxy shall form a quorum;

51.2.2  any  holder of shares of the class in  question  present in person or by
        proxy may demand a poll; and

51.2.3  the  holders of the shares of the class in  question  shall,  on a poll,
        have  one vote in  respect  of every  share  of the  class  held by them
        respectively.

51.3    This Article shall apply to the modification, variation or abrogation of
        the special  rights  attached to some only of the shares of any class as
        if each  group of  shares  of the  class  differently  treated  formed a
        separate class the special rights whereof are to be modified,  varied or
        abrogated.

51.4    For the avoidance of doubt, the provisions of these Articles relating to
        General  Meetings  shall apply,  with  necessary  modifications,  to any
        separate meeting of the holders of shares of a class held otherwise than
        in connection  with the variation or abrogation or  modification  of the
        rights attached to shares of that class.

Creation or issue of further shares of special class

52      The rights  attached to any class of shares shall not (unless  otherwise
        provided  by the terms of issue of the  shares  of that  class or by the
        terms upon which such  shares are for the time being  held) be deemed to
        be modified or varied by the creation or issue of further shares ranking
        in some or all  respects  pari  passu  therewith  but in no  respect  in
        priority thereto.

                                GENERAL MEETINGS

Annual General Meetings

53      The  Company  shall in each year hold a General  Meeting  as its  Annual
        General  Meeting in addition to any other meetings in that year, and not
        more than fifteen  months  shall  elapse  between the date of one Annual
        General  Meeting and that of the next. The Annual General  Meeting shall
        be held at such  time and  place as the  Directors  shall  appoint.  All
        General  Meetings  other than Annual  General  Meetings  shall be called
        "Extraordinary General Meetings".

Extraordinary General Meetings

54.1    The  Directors  may whenever  they think fit,  convene an  Extraordinary
        General  Meeting and shall do so upon a  requisition  made in accordance
        with Section 368 of the Act.

54.2    If at any time there  shall not be present  in  England  and  capable of
        acting sufficient  Directors to form a quorum,  the Directors in England
        capable of acting,  or if there shall be no such  Directors then any two
        members, may convene an Extraordinary General Meeting in the same manner
        as nearly as possible as that in which General  Meetings may be convened
        by the  Directors,  and the Company at such meeting  shall have power to
        elect Directors.

Business at meeting called by requisition

55      In the case of an Extraordinary General Meeting called in pursuance of a
        requisition,   unless  such  meeting  shall  have  been  called  by  the
        Directors,  no business other than that stated in the requisition as the
        objects of the meeting shall be transacted.

                           NOTICE OF GENERAL MEETINGS

Notice of meeting

56      An Annual General Meeting and an Extraordinary  General Meeting at which
        it is proposed to pass a Special  Resolution or (save as provided by the
        Statutes) a  resolution  of which  special  notice has been given to the
        Company  shall be called by  twenty-one  days'  notice in writing at the
        least,  and any other  Extraordinary  General Meeting shall be called by
        fourteen  days'  notice in  writing at the  least.  The notice  shall be
        exclusive  of the day on which it is served  or deemed to be served  and
        also of the day for which it is given.

Recipients of Notices

57      Notice of every Annual General Meeting and Extraordinary General Meeting
        of the Company shall be given to:-

57.1    all Members other than any who,  under the  provisions of these Articles
        or the terms of issue of the  shares  they  hold,  are not  entitled  to
        receive such notices from the Company;

57.2    the auditors of the Company for the time being; and

57.3    each Director.

Contents of notice

58      The notice  shall  specify  the place,  the day and the time of meeting,
        and, in case of special  business,  the general  nature of the business.
        The notice  shall be given in manner  hereinafter  mentioned  or in such
        other  manner  (if  any) as may be  prescribed  by the  Company  General
        Meeting to such persons as are under these Articles  entitled to receive
        such notices from the Company.  Every notice  calling an Annual  General
        Meeting shall specify the meeting as such.

Meeting convened by short notice

59      A meeting of the  Company  shall,  notwithstanding  that it is called by
        shorter notice than specified  above, be deemed to have been duly called
        with regard to length of notice if it is so agreed:-

59.1    in the case of a meeting  called as the Annual General  Meeting,  by all
        the members entitled to attend and vote thereat; and

59.2    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 95 per cent.  in  nominal  value of the
        shares giving that right.

Statement as to proxies in notice

60      In every  notice  calling a meeting  of the  Company  or of any class of
        members of the Company there shall appear with  reasonable  prominence a
        statement  that a member  entitled  to attend  and vote is  entitled  to
        appoint a proxy to attend and vote instead of him, and that a proxy need
        not be a member.

Omission to give notice

61      The  accidental  omission  to give notice to any person  entitled  under
        these  Articles  to  receive  notice  of  a  General  Meeting,   or  the
        non-receipt by any such person of such notice,  shall not invalidate the
        proceedings at that meeting.

                        PROCEEDINGS AT GENERAL MEETINGS

Business of meeting

62      The ordinary  business of an Annual General  Meeting shall be to receive
        and  consider  the  accounts  and  balance  sheets,  the  reports of the
        Directors and Auditors,  and any other  documents  required by law to be
        attached or annexed to the balance  sheets,  to elect Directors in place
        of those  retiring,  to elect  Auditors  where no special notice of such
        election  is required  by the  Statute  and fix their  remuneration,  or
        determine the method by which it may be fixed, to declare  dividends and
        to confer,  vary or renew any  authority  under Section 80 of the Act or
        any  power  pursuant  to  Section  95 of the  Act.  All  other  business
        transacted at an Annual General Meeting, with all business transacted at
        an Extraordinary General Meeting, shall be deemed special.

Quorum

63      No business  shall be transacted at any General  Meeting unless a quorum
        of members is present,  and such quorum  shall  consist of not less than
        two members present in person or by proxy and entitled to vote.

Adjournment for want of quorum

64      If,  within  fifteen  minutes  from the  time  appointed  for a  General
        Meeting, a quorum is not present,  the meeting, if convened by or on the
        requisition of members,  shall be dissolved.  In any other case it shall
        stand  adjourned  to such day and to such time and place (not being less
        than seven nor more than thirty days  thereafter)  as the  Chairman  may
        determine. In default of such determination it shall be adjourned to the
        same day in the next week or,  if that day is not a  business  day,  the
        next  following  business  day at the same  time and  place;  if at such
        adjourned  meeting a quorum is not present  within half an hour from the
        time appointed for the meeting, the meeting shall be dissolved.

Chairman

65      The  Chairman  (if  any) of the  Board of  Directors  shall  preside  as
        Chairman at every  General  Meeting of the Company.  If there is no such
        Chairman,  or if at any meeting he is not present within fifteen minutes
        after the time appointed for holding the meeting, or is unwilling to act
        as Chairman,  the Directors  present shall choose one of their number to
        act as  Chairman  or if no  Director  is present and willing to take the
        chair  the  members  present  shall  choose  one of their  number  to be
        Chairman.

Adjournment

66.1    The  Chairman  may,  with the consent of any General  Meeting at which a
        quorum is present (and shall if so directed by the meeting), adjourn the
        meeting from time to time and from place to place; but no business shall
        be  transacted at any  adjourned  meeting other than the business  which
        might  lawfully  have been  transacted  at the  meeting  from  which the
        adjournment took place.

66.2    The Chairman may at any time adjourn any meeting  (whether or not it has
        commenced or a quorum is present)  either sine die or to such other time
        and place as the Board or the Chairman of the meeting may decide,  if it
        appears to him that:-

66.2.1  the  number  of  persons   wishing  to  attend  cannot  be  conveniently
        accommodated in the place appointed for the meeting; or

66.2.2  the unruly  conduct of persons  attending  the  meeting  prevents  or is
        likely to  prevent  the  orderly  continuation  of the  business  of the
        meeting; or

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

66.3    When a meeting is adjourned  for thirty days or more or sine die,  seven
        days' notice of the adjourned  meeting shall be given in the like manner
        as in the case of an original meeting.  Save as aforesaid,  it shall not
        be  necessary  to give any  notice  of an  adjourned  meeting  or of the
        business to be transacted thereat.

Voting

67.1    At any  General  Meeting  every  question  shall be decided by a show of
        hands  unless a poll is (on or before the  declaration  of the result of
        the show of hands) directed by the Chairman or demanded by:-

67.1.1  at least  three  members  present in person or by proxy and  entitled to
        vote; or

67.1.2  one or more members  representing  not less than  one-tenth of the total
        voting  rights  of all  the  Members  having  the  right  to vote at the
        meeting; or

67.1.3  one or more members holding shares in the Company  conferring a right to
        vote at the meeting,  being  shares on which an  aggregate  sum has been
        paid up equal to not less than one-tenth of the total sum paid up on all
        the shares conferring that right.

The demand for a poll may be withdrawn.

67.2    A declaration  by the Chairman that a resolution has been carried or not
        carried,  or carried or not  carried by a  particular  majority,  and an
        entry  to that  effect  in the  minute  book of the  Company,  shall  be
        conclusive  evidence  of the  facts,  without  proof  of the  number  or
        proportion  of  the  votes   recorded  in  favour  of  or  against  such
        resolution.

Poll

68      If a poll is duly  directed or demanded it may be taken  immediately  or
        (subject  to the  provisions  of Article 70) at such other time (but not
        more than thirty days after such direction or demand) and in such manner
        as the Chairman may appoint, and the result of such poll shall be deemed
        to be the  resolution  of the meeting at which the poll was  directed or
        demanded. No notice need be given of a poll not taken immediately.

Casting Vote

69      In the case of an equality of votes at any General Meeting, whether upon
        a show of hands or on a poll, the Chairman shall be entitled to a second
        or casting vote.

When poll taken without adjournment

70      A poll  demanded  upon the  election of a Chairman or upon a question of
        adjournment shall be taken forthwith.  Any business other than that upon
        which a poll has been demanded may be proceeded  with pending the taking
        of the poll.

                                VOTES OF MEMBERS

Votes

71      Subject to any special  terms as to voting upon which any shares may for
        the time being be held,  upon a show of hands  every  member  present in
        person  shall  have one vote,  and upon a poll every  member  present in
        person or by proxy shall have one vote for every share held by him.

By committee or curator

72      A member incapable by reason of mental disorder or otherwise of managing
        and administering his property and affairs may vote whether on a show of
        hands or on a poll by his  receiver  or other  person  appointed  by any
        Court of competent jurisdiction to act on his behalf and any such person
        may on a poll vote by proxy provided that such evidence as the Directors
        may require of the  authority of the person  claiming to vote shall have
        been deposited at the Office,  or at such other place as is specified in
        accordance  with these Articles for the deposit of instruments of proxy,
        not less than  forty-eight  hours before the time of holding the meeting
        or adjourned meeting at which such person claims to vote.

Persons whose calls are unpaid not entitled to vote

73      No member  shall be entitled to vote at any General  Meeting  unless all
        calls or other  sums  presently  payable by him in respect of the shares
        held by him in the Company have been paid.

Disenfranchisement of members

74.1    For  the  purposes  of  this  Article,   unless  the  context  otherwise
        requires:-

74.1.1  "disclosure notice" means a notice issued by or on behalf of the Company
        requiring  disclosure  of  interests  in  specified  shares  pursuant to
        Section 212 of the Act;

74.1.2  "restrictions"   means  one  or  more,  as  the  case  may  be,  of  the
        restrictions referred to in paragraph 74.3 of this Article;

74.1.3  "specified  shares" means all or, as the case may be, some of the shares
        specified in a disclosure notice;

74.1.4  a person  other  than the  member  holding a share  shall be  treated as
        appearing to be  interested  in the share if the member has informed the
        Company  that the person is, or may be, so  interested,  or if the Board
        (after taking  account of any  information  obtained from the member or,
        pursuant to a disclosure  notice,  from any other  person)  knows or has
        reasonable  cause  to  believe  that  the  person  is,  or  may  be,  so
        interested; and

74.1.5  "interested"  shall be construed as it is for the purpose of Section 212
        of the Act.

74.2    Notwithstanding anything in these Articles to the contrary, if:-

74.2.1  a  disclosure  notice  has been  served on a member or any other  person
        appearing to be interested in the specified shares; and

74.2.2  the  Company  has not  received  (in  accordance  with the terms of such
        disclosure  notice) the information  required  therein in respect of the
        relevant  specified  shares not later than  fourteen  days  (subject  as
        provided  in Article  74.7 below)  after the service of such  disclosure
        notice

        then the  Directors  may (subject to Article 74.3 below)  determine that
        the member in respect of the relevant specified shares shall,  upon  the
        issue of a  restriction  notice  (as  referred  to  below),  be  subject
        to the restrictions referred to in such restriction notice (and upon the
        issue of  such  restriction  notice  such  member  shall be so subject).
        A "restriction notice" shall be a notice issued by the Company  stating,
        or substantially  to the effect,  that (until such time as the Directors
        determine  otherwise  pursuant  to Article  74.4) the  specified  shares
        referred to therein shall be subject to one or more of the  restrictions
        stated therein.

74.3    The  restrictions  which the  Directors  may  determine  shall  apply to
        specified  shares  pursuant  to this  Article  shall be one or more,  as
        determined by the Directors,  of the following (save that, (i) where the
        holder of specified shares is the holder of less than 0.25 per cent. (in
        nominal  value) of the shares of the same class as the specified  shares
        in issue at the time of service of the  disclosure  notice in respect of
        such  specified  shares,  only the  restriction  referred  to in Article
        74.3.1 below may be  determined  by the Directors to apply) and (ii) the
        restrictions  referred to in Article  74.3.2 shall not apply to sales of
        specified shares to a bona fide unconnected  third party (such as a sale
        of  specified  shares on a recognised  stock  exchange as defined in the
        Financial  Services  Act 1986 or on any  stock  exchange  on  which  the
        Company's  shares are normally  dealt or pursuant to an  acceptance of a
        take-over  offer for the  Company  (as defined in Section 428 (1) of the
        Act)):-

74.3.1  that the member registered in respect of such specified shares shall not
        be entitled,  in respect of those specified  shares, to be present or to
        vote either  personally or by representative or by proxy or otherwise at
        any general meeting or at any separate general meeting of the holders of
        any class of shares or upon any poll;

74.3.2  that no transfer of such  specified  shares  (other than a transfer to a
        bona  fide  unconnected  third  party)  by the  member  registered  as a
        certificated  holder  in  respect  of such  specified  shares  shall  be
        effective or shall be recognised by the Company; and

74.3.3  that no dividend  shall be paid to the member  registered  in respect of
        such specified  shares in respect of those specified  shares and that in
        circumstances  where an offer of the right to elect to receive shares or
        other  securities  instead of cash in respect of any  dividend is or has
        been made,  any election  made  thereunder  by such member in respect of
        such specified shares shall not be effective.

74.4    The Directors may determine that one or more of the restrictions imposed
        on specified  shares shall cease to apply (whereupon they shall cease so
        to apply) at any time, and all the restrictions imposed on the specified
        shares  shall in any event cease to apply on the expiry of two  business
        days after:-

74.4.1  the  Company  receives  (in  accordance  with the terms of the  relevant
        disclosure  notice) the information  required therein in respect of such
        specified shares; or

74.4.2  the  Company  receives  any other  executed  instrument  of  transfer in
        respect of such specified shares held in certificated form or a properly
        authenticated  dematerialised  instruction in respect of the transfer of
        such specified shares held in uncertificated  form which would otherwise
        be given effect to and the  Directors  have not  determined,  within ten
        days after such receipt,  not to give effect thereto on the grounds that
        it has  reasonable  cause to believe  that the change in the  registered
        holder  of such  specified  shares  would not be as a result of an arm's
        length sale resulting in a material  change in the beneficial  interests
        in such specified shares.

74.5    Where  dividends  are not paid as a result of  restrictions  having been
        imposed on specified  shares,  such dividends  shall accrue and shall be
        payable  (without  interest)  upon the relevant  restriction  ceasing to
        apply.

74.6    Where the Directors make a  determination  under Article 74.3 above they
        shall notify the purported transferee as soon as practicable thereof and
        any  person  may  make  representations  in  writing  to  the  Directors
        concerning any such determination.  The Directors shall not be liable to
        any person as a result of having imposed  restrictions  or having failed
        to  determine  that  such  restrictions  shall  cease  to  apply  if the
        Directors acted in good faith.

74.7    Where the holder of the specified shares is the holder of less than 0.25
        per cent.  (in  nominal  value) of the  shares of the same  class as the
        specified  shares  in  issue at the time of  service  of the  disclosure
        notice in respect of such specified shares,  the period of fourteen days
        referred to in Article  74.2.2 above shall be deemed to be replaced by a
        period of twenty-eight days.

74.8    Shares issued in right of specified  shares in respect of which a member
        is for the time being subject to  restrictions  under this Article shall
        on issue  become  subject to the same  restrictions  whilst held by that
        member as the  specified  shares in right of which they are issued.  For
        this  purpose,  shares  which the  Company  procures  to be  offered  to
        shareholders pro rata (or pro rata ignoring fractional  entitlements and
        shares not  offered to certain  members by reason of legal or  practical
        problems  associated  with offering  shares outside the United  Kingdom)
        shall be treated as shares issued in right of specified shares.

74.9    The Directors shall at all times have the right, at their discretion, to
        suspend,  in whole or in part, any restriction  notice given pursuant to
        this Article either  permanently or for any given period and to pay to a
        trustee any dividend  payable in respect of any  specified  shares or in
        respect  of any shares  issued in right of  specified  shares  which are
        referred to in such restriction notice. Notice of suspension, specifying
        the sanctions  suspended and the period of suspension  shall be given to
        the relevant  holder in writing  within seven days after any decision to
        implement such a suspension.

74.10   The  provisions of this Article are without  prejudice to, and shall not
        affect, the right of the Company to apply any of the provisions referred
        to in Part VI of the Act.

Objection to the qualification of a vote

75      If any objection shall be raised as to the qualification of any voter or
        it is alleged  that any votes have been  counted  which  should not have
        been counted or that any votes are not counted  which ought to have been
        counted,  the objection or allegation  shall not vitiate the decision on
        any resolution  unless it is raised at the meeting or adjourned  meeting
        at which  the vote  objected  to is given or  tendered  or at which  the
        alleged error occurs. Any objection or allegation made in due time shall
        be referred to the  Chairman of the  meeting,  whose  decision  shall be
        final and conclusive.

Voting by proxy

76      Upon a poll votes may be given either  personally  or by proxy.  A proxy
        shall not be entitled to vote except on a poll.

How signed

77      The  instrument  appointing a proxy shall be in the usual common form or
        such other form as may be  approved by the  Directors  from time to time
        (provided  that it shall be so  worded  as to  enable  the proxy to vote
        either for or against the  resolutions  to be proposed at the meeting at
        which the proxy is to be used) and shall be in writing under the hand of
        the appointor, or of his attorney duly authorised in writing, or if such
        appointor  is a  corporation  either  under its common seal or under the
        hand of an attorney or duly  authorised  officer of the  corporation.  A
        member may  appoint two or more  persons as proxies in the  alternative,
        but if he shall do so only one of such  proxies  may  attend as such and
        vote instead of such member on any one occasion.

Any person may act as proxy

78      Any  person  may be  appointed  to act as proxy.  A proxy  need not be a
        member of the Company.

Deposit of proxy

79      The  instrument  appointing a proxy,  and the power of attorney or other
        authority (if any) under which it is signed,  or a notarially  certified
        copy of such power or  authority,  shall be  deposited at the Office (or
        such other  place in the United  Kingdom  as may be  specified  for that
        purpose in or by way of note to the notice  convening  the  meeting) not
        less than  forty-eight  hours  before  the time  fixed for  holding  the
        meeting  or  adjourned  meeting  at  which  the  person  named  in  such
        instrument is  authorised to vote,  or, in the case of a poll taken more
        than forty-eight hours after it was demanded,  not less than twenty-four
        hours  before the time  appointed  for the taking of the poll or, in the
        case of a poll not taken  forthwith but taken within  forty-eight  hours
        after it was  demanded,  at the meeting at which such poll was  demanded
        with any Director or the  Secretary,  and in default the  instrument  of
        proxy  shall not be treated as valid:  Provided  that an  instrument  of
        proxy  relating  to more than one  meeting  (including  any  adjournment
        thereof)  having once been so delivered  for the purposes of any meeting
        shall  not  require  again  to be  delivered  for  the  purposes  of any
        subsequent meeting to which it relates.

A proxy may demand a poll

80      The instrument appointing a proxy shall be deemed to confer authority to
        demand or join in  demanding  a poll but shall not  confer  any  further
        right  to  speak  at the  meeting  except  with  the  permission  of the
        Chairman.

When vote by proxy valid, though authority revoked

81      A vote given or act done in  accordance  with the terms of an instrument
        of proxy shall be valid  notwithstanding  the previous death or insanity
        of the appointor,  or revocation of the proxy, or of the authority under
        which the proxy was executed, or the transfer of the share in respect of
        which the proxy is  given,  unless  notice  in  writing  of such  death,
        insanity,  revocation or transfer as aforesaid  shall have been received
        by the Company at the Office (or such other place in the United  Kingdom
        as may be specified for  depositing the instrument of proxy in or by way
        of any note to the  notice  convening  the  meeting)  at least  one hour
        before the  commencement of the meeting or adjourned  meeting or poll at
        which the vote was given or the act was done.

Votes by corporations

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

                                    DIRECTORS

Numbers of Directors

83      Unless  and  until  the  Company  in  General  Meeting  shall  otherwise
        determine, the number of Directors shall be not less than three nor more
        than fourteen.

Director's retiring age excluded

84      A Director shall be capable of being  appointed or re-elected a Director
        notwithstanding that he shall have attained the age of seventy nor shall
        a Director be required to retire by reason of his having  attained  that
        or any other age, and Section 293 of the Act shall not apply.

Director's share qualification

85      A Director shall not require a share qualification.  A Director shall be
        entitled  to  receive  notice of and  attend  and  speak at all  General
        Meetings  of the  Company and at all  separate  general  meetings of the
        holders of any class of shares in the capital of the Company.

Remuneration of Directors

     86 The  remuneration  of the Directors  for acting as Directors  (including
acting as members of any committee of the Directors)  shall from time to time be
determined by the Company in General  Meeting,  save that the Company may pay to
Directors  not being  employees of the Company or any of its  subsidiaries  such
fees as may be determined by the  Directors,  in an amount not exceeding a basic
fee of L20,000 per Director per annum,  together  with  allowances of up to L600
per Director for each meeting of the Directors or any committee thereof attended
in person,  L500 per Director for each such  meeting  attended by telephone  and
L250 per  calendar  quarter  for acting as Chairman  of any  committee  of the
Directors,  in each case  exclusive  of value  added tax,  if any (or such other
amount(s) as may from time to time be fixed by the Company in general meeting).

Repayment of expenses

87      The Company may repay to any Director all such reasonable expenses as he
        may incur in attending and returning from meetings of the Directors,  or
        of any committee of the Directors,  or General Meetings, or otherwise in
        or about the business of the Company.

Payment for duties outside scope of ordinary duties

88      Any  Director  who is  appointed  to any  executive  office or otherwise
        performs  services which in the opinion of the Directors are outside the
        scope of the  ordinary  duties of a Director  may be paid in addition to
        any  Directors'  fees to which he may be entitled  under Article 86 such
        remuneration by way of salary, percentage of profits or otherwise as the
        Directors may determine.

Register of Directors' holdings of shares or debentures by Directors

89      The Company shall in accordance with the provisions of the Statutes duly
        keep at the Office a register  showing,  as respects each Director,  the
        number  description  and  amount of any shares in or  debentures  of the
        Company and of other bodies  corporate in which he is  interested.  Such
        register shall be open to inspection between the hours of 10 a.m. and 12
        noon on weekdays other than national holidays and shall also be produced
        at the commencement of each Annual General Meeting and shall remain open
        and  accessible  during  the  continuance  of the  meeting to any person
        attending the meeting.

                        POWERS AND DUTIES OF DIRECTORS

Powers

90      The business of the Company  shall be managed by the  Directors  who may
        exercise  all such  powers  of the  Company  as are not  required  to be
        exercised by the Company in General Meeting,  subject, to the provisions
        of these Articles and of the Statutes, and to such regulations as may be
        prescribed by the Company in General Meeting;  but no regulation made by
        the Company in General  Meeting  shall  invalidate  any prior act of the
        Directors  which would have been valid if such  regulation  had not been
        made.  The general  powers  conferred upon the Directors by this Article
        shall not be deemed to be abridged or restricted  by any specific  power
        conferred upon the Directors by any other Article.

Pensions, etc.

91      Without prejudice to the generality of the last preceding  Article,  the
        Directors  may  give  or  award  pensions,  annuities,   gratuities  and
        superannuation or other allowances or benefits to any persons who are or
        have at any time  been  employed  by or in the  service  of the  Company
        (including  Directors  who have  held any  executive  office  under  the
        Company) and to the  husbands,  wives,  widows,  widowers,  children and
        other  relatives and  dependents  of any such  persons,  and may set up,
        establish,  join with other companies  (being  Subsidiaries or companies
        with which it is associated in business),  support and maintain pension,
        superannuation  or  other  funds or  schemes  (whether  contributory  or
        non-contributory)  for the benefit of such persons or any of them or any
        class of them.  Any Director shall be entitled to receive and retain for
        his own benefit any such pension, annuity, gratuity,  allowance or other
        benefit.  Any such  pension,  funds or  schemes  may,  as the  Directors
        consider  desirable,  be granted  to an  employee  either  before and in
        anticipation of or upon or at any time after his actual retirement.

Subsidiaries

92      The Directors may arrange that any branch of the business  carried on by
        the Company or any other business in which the Company may be interested
        shall be carried on as or through one or more Subsidiaries and they may,
        on behalf of the Company, make such arrangements as they think advisable
        for taking the  profits or bearing  the losses of any branch or business
        so  carried  on or for  financing,  assisting  or  subsidising  any such
        Subsidiary or  guaranteeing  its contracts,  obligations or liabilities,
        and they may appoint, remove and re-appoint any persons (whether members
        of their own body or not) to act as  Directors,  Managing  Directors  or
        Managers  of any such  Subsidiary  or any  other  company  in which  the
        Company may be interested and may determine the remuneration (whether by
        way of salary,  commission  on profits or  otherwise)  of any persons so
        appointed,  and any Directors of the Company may retain any remuneration
        so payable to them.

Attorneys

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

Seal for use abroad

94      The Company may exercise  the powers  conferred by Section 39 of the Act
        with regard to having an official  seal for use abroad,  and such powers
        shall be vested in the Directors.

Overseas Branch Register

95      The  Company  may  exercise  the powers  conferred  upon the  Company by
        Section 362 of the Act with regard to the keeping of an Overseas  Branch
        Register,  and the  Directors  may  (subject to the  provisions  of that
        Section) make and vary such regulations as they may think fit respecting
        the keeping of any such register.

Authorisation of signatures and acceptances

96      All  cheques,  promissory  notes,  drafts,  bills of exchange  and other
        negotiable or transferable instruments, and all receipts for moneys 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 determine.

                        BORROWING POWERS AND DEBENTURES

97.1    The Directors may exercise all the powers of the Company to borrow money
        and to mortgage or charge all or any part of its  undertaking,  property
        and  uncalled  capital  and to issue  debentures  and  other  securities
        whether  outright or as principal or  collateral  security for any debt,
        liability  or  obligation  of the  Company  or of any third  party.  The
        Directors  shall restrict the borrowings of the Company and exercise all
        voting and other rights or powers of control  exercisable by the Company
        in  relation to its  Subsidiaries  (if any) so as to procure (as regards
        Subsidiaries  so far as by such  exercise  they  can  procure)  that the
        aggregate principal amount for the time being remaining  undischarged of
        all moneys  borrowed by the Company and its  Subsidiaries  (exclusive of
        intra-group  borrowings)  shall  not at any time  without  the  previous
        sanction of an Ordinary  Resolution of the Company exceed four times the
        aggregate of:-

97.1.1  the amount paid up or  credited  as paid up on the share  capital of the
        Company; and

97.1.2  the  amount  standing  to the  credit of the  consolidated  capital  and
        revenue reserves of the Company and its subsidiary  companies (including
        any share premium account and capital  redemption  reserve but excluding
        any reserves for taxation and after deducting any amount standing to the
        debit for the time being on profit and loss account).

        all  as  shown  by  the latest audited consolidated balance sheet of the
        Company and its subsidiary companies but after:-

        (i)  making such  adjustments  as may be  appropriate  in respect of any
             variation of paid-up capital effected or any  distribution  made or
             any shares  transferred  (other than a transfer between the Company
             and/or  any of its  Subsidiaries)  since  the date of such  balance
             sheet  and so that  for  this  purpose  capital  allotted  shall be
             treated as issued and any capital  already  called up or payable at
             any fixed future date should be treated as being paid up; and

        (ii) adding  the  cost of  goodwill  which  arose  on  consolidation  of
             businesses or assets  acquired by the Company or any Subsidiary and
             which are held by the Company or any  Subsidiary  as at the date of
             such  consolidated  balance  sheet,  less  amortisation  as if such
             goodwill  had been  carried  on the  balance  sheet as an asset and
             amortised over 40 years on a straight line basis, such amount to be
             certified by the Company's Auditors.

             For this purpose the expression  "moneys  borrowed" shall be deemed
             to  include  all  amounts   outstanding  by  way  of  loan  capital
             notwithstanding  that the same may have  been or may be  issued  in
             whole or in part for a consideration other than cash.

97.2    No such sanction  shall be required to the borrowing of any sum of money
        intended to be applied in the repayment (with or without premium) of any
        moneys then already  borrowed and  outstanding  and so applied within 60
        days of the borrowing thereof  notwithstanding  that the same may result
        in such limit being  exceeded.  Notwithstanding  the  provisions of this
        Article, no person dealing with the Company shall be concerned to see or
        enquire whether this limit is observed, and no debt incurred or security
        given in excess of such limit shall be invalid or ineffectual unless the
        lender or the  recipient  of the  security had at the time when the debt
        was  incurred or security  given  express  notice that the limit  hereby
        imposed had been or would thereby be exceeded.

97.3    A  certificate  by the  Auditors for the time being of the Company as to
        the  aggregate  amount of moneys  borrowed  which may at any one time in
        accordance  with  Article  97.1  above be owing by the  Company  and its
        Subsidiaries without such sanction as is provided for in that paragraph.
        or as to the  actual  amount of  moneys  borrowed  at any time  shall be
        conclusive  and shall be binding upon the  Company,  its members and all
        persons dealing with the Company.

Bonds, debentures, etc., to be subject to control of Directors

98      Subject to the  provisions  of the  Statutes,  any  debentures  or other
        securities  issued  or to be issued  by the  Company  shall be under the
        control  of the  Directors,  who may  issue  them  upon  such  terms and
        conditions and in such manner and for such  consideration  as they shall
        consider to be for the benefit of the Company.

                              DIRECTORS' INTERESTS

Power to hold other office

99      Subject to the provisions of these Articles and the Statutes:-

99.1    a Director  may hold  subject  to  Section  319 of the Act any office or
        place of profit  under the  Company  in  conjunction  with the office of
        Director  for such  period,  and on such  terms as to  remuneration  and
        otherwise, as the Directors may determine, and a Director or any firm in
        which  he is  interested  may  act in a  professional  capacity  for the
        Company  and he or such  firm  shall be  entitled  to  remuneration  for
        professional  services  as if he were not a Director:  Provided  that no
        Director or any such firm may act as Auditor to the Company;

99.2    a Director may enter into or be interested in contracts or  arrangements
        with the  Company  (whether  with  regard to any such office or place of
        profit  or any such  acting in a  professional  capacity  or as  vendor,
        purchaser  or  otherwise  howsoever)  and may have or be  interested  in
        dealings  of any nature  whatsoever  with the  Company  and shall not be
        disqualified  from office  thereby.  No such  contract,  arrangement  or
        dealing shall  (subject to the  provisions of the Statutes) be liable to
        be  avoided,   nor  (subject  as   aforesaid)   shall  any  Director  so
        contracting,  dealing or being so interested be liable to account to the
        Company for any profit arising out of any such contract,  arrangement or
        dealing to which he is a party or in which he is interested by reason of
        his being a  Director  of the  Company,  or the  fiduciary  relationship
        thereby established.

Declaration of interest

100.1   A Director  who to his  knowledge  is in any way,  whether  directly  or
        indirectly,  interested  in any  contract  or  arrangement  or  proposed
        contract or  arrangement  shall  declare the nature of his interest at a
        meeting of the  Directors  in  accordance  with the  provisions  of this
        Article.

When declaration to be made

100.2   In the case of a proposed contract such declaration shall be made at the
        meeting of Directors at which the question of entering into the contract
        is first taken into consideration, or, if the Director concerned was not
        (or did not know that he was) at the date of that meeting  interested in
        the proposed  contract,  at the next meeting of the Directors held after
        he became so interested, or knew he had become so interested.  Where the
        Director  concerned becomes  interested (or knows he is interested) in a
        contract after it is made, such  declaration  shall be made at the first
        meeting of Directors held after the Director  becomes so interested,  or
        knows that he is so interested.

General notice

100.3   A general notice given to the Directors by a Director (if it is given at
        a meeting of  Directors,  or such  Director  takes  reasonable  steps to
        secure that it is brought up and read at the next  meeting of  Directors
        after it is given)  to the  effect  that he is a member  of a  specified
        company or firm and is to be  regarded  as  interested  in any  contract
        which may,  after the date of the notice,  be made with that  company or
        firm, shall for the purpose of this Article be deemed to be a sufficient
        declaration  of interest in  relation to any  contract so made.  For the
        purposes  hereof a transaction  or  arrangement of the kind described in
        Section  330 of the Act made for a Director or a person  connected  with
        such Director (within the meaning of Section 346 of the Act) shall if it
        would not otherwise be so treated (and whether or not prohibited by that
        Section)  be  treated  as a  transaction  or  arrangement  in which that
        Director is interested.

Interests of Directors in other companies

101     A Director may be or continue or may become a director or other  officer
        or servant of, or otherwise interested in, any other company promoted by
        the  Company or in which the Company  may be in any way  interested  and
        shall not (in the absence of  agreement  to the  contrary)  be liable to
        account to the Company for any emoluments or other benefits  received or
        receivable  by him as  director,  or officer or servant  of, or from his
        interest in, such other company.

Exercise of voting rights conferred by shares of other companies

102     Subject to Article  115,  the  Directors  may  exercise  or procure  the
        exercise of the voting rights attached to shares in any other company in
        which the Company is or becomes in any way interested,  and may exercise
        any voting  rights to which they are  entitled as  directors of any such
        other company in such manner as they shall in their absolute  discretion
        think  fit,  save  that no  Director  shall be  entitled  to vote (or be
        counted in a quorum) in respect of any resolution  appointing himself as
        a director, officer or servant of such other company.

                          DISQUALIFICATION OF DIRECTORS

Disqualification

103     The office of a Director shall be vacated if the Director:-

103.1   becomes bankrupt or insolvent or compounds with his creditors  generally
        or shall apply to the Court for an interim  order  under  Section 253 of
        the Insolvency Act 1986 in connection with voluntary  arrangements under
        that Act;

103.2   he is, or may be, suffering from mental disorder and either:-

103.2.1 he is admitted to hospital in pursuance of an application  for admission
        for  treatment  under the  Mental  Health Act 1983 or, in  Scotland,  an
        application for admission  under the Mental Health  (Scotland) Act 1984;
        or

103.2.2 an order is made by a court having jurisdiction  (whether in the United
        Kingdom or  elsewhere)  in matters  concerning  mental  disorder for his
        detention or for the  appointment of a receiver,  curator bonis or other
        person to exercise powers with respect to his property or affairs;

103.3   becomes  prohibited  from being a director of a company by reason of any
        order made under the Statutes;

103.4   is convicted of an indictable  offence (not being an offence  which,  in
        the opinion of the Directors,  does not affect his character or position
        as a Director of the Company);

103.5   is absent  from  meetings  of the  Directors  for a period of six months
        without  leave  expressed  by a  resolution  of the  Directors  and  the
        Directors resolve that his office be vacated;

103.6   (not being an executive Director whose contract of employment  precludes
        resignation)  he resigns  his  office by notice in  writing  left at the
        Office;

103.7   is removed  from office  under  Section 303 of the Act or as provided in
        Article 108;

103.8   is  requested  in  writing by all of the other  Directors  to resign his
        office.

        But any act done in good faith by a Director whose office is so  vacated
        shall be valid  unless, prior to the doing of such act,  written  notice
        shall have been served upon the Company or an entry shall have been made
        in the Directors' minute book stating that such Director  has  ceased to
        be a Director of the Company.

                      ELECTION AND APPOINTMENT OF DIRECTORS

Directors to retire by rotation

104     At the Annual General  Meeting in every year, one third of the Directors
        for the time  being,  or if their  number is not three or a multiple  of
        three then the number  nearest to  one-third,  shall retire from office,
        the  Directors  to retire in each year being those who have been longest
        in office since their last election,  but as between  persons who became
        Directors on the same day those to retire shall  (unless they  otherwise
        agree among  themselves) be determined by lot. A retiring Director shall
        be eligible for  re-election.  Any Director not re-elected at the Annual
        General Meeting shall retain office until the Meeting  appoints  another
        person in his place, or if it does not appoint a replacement,  until the
        end of the Meeting.

Filling vacancies

105     At the Annual General Meeting, the Company may elect a person to any and
        each retiring Director's office and appoint persons to any other offices
        which may then be  vacant.  The  Company  may also at any  Extraordinary
        General  Meeting on notice duly given,  fill any vacancies in the office
        of Director, or appoint additional Directors,  provided that the maximum
        number fixed as hereinbefore mentioned shall not be exceeded.

Notice of intention to propose a Director

106     No person  other  than a  Director  retiring  at the  meeting  or who is
        recommended by the Directors for election shall be eligible for election
        to the office of Director at any General Meeting  unless,  not less than
        seven nor more than  twenty-one  days before the day  appointed  for the
        meeting,  there  shall have been left at the Office  notice in  writing,
        signed by a member duly qualified to attend and vote at such meeting, of
        his  intention to propose such person for  election,  and also notice in
        writing signed by that person of his willingness to be elected.

Power to fill casual vacancy

107     The  Directors  shall  have  power at any time and from  time to time to
        appoint any other person to be a Director of the Company, either to fill
        a casual  vacancy or as an  addition to the Board of  Directors,  but so
        that the total  number of  Directors  shall not at any time  exceed  the
        maximum. Any Director so appointed shall hold office only until the next
        following  Annual General  Meeting,  when he shall retire,  but shall be
        eligible for  re-election.  Any Director who retires  under this Article
        shall not be taken into account in  determining  the number of Directors
        who are to retire by rotation at such meeting.

Removal of a Director by the Company in General Meeting

108     The Company may in accordance  with and subject to the provisions of the
        Statutes by Ordinary  Resolution of which special  notice has been given
        in  accordance  with  Section  379  of  the  Act,  remove  any  Director
        (including a managing or other executive Director) before the expiration
        of his period of office  (notwithstanding  anything in these Articles or
        in any  agreement  between  the Company  and such  Director  but without
        prejudice  to any claim for damages in respect of the breach of any such
        agreement), and may by Ordinary Resolution appoint another person in his
        stead.

109     Any  Director  so  appointed  shall  hold  office  only  until  the next
        following  Annual General  Meeting,  when he shall retire,  but shall be
        eligible for re-election.

                              ALTERNATE DIRECTORS

Directors may appoint an alternate Director

     110 Any Director may at any time appoint a person approved by the Directors
to be an  alternate  Director  of the  Company  and may at any time  remove  any
alternate  Director  appointed  by him from  office.  An  alternate  Director so
appointed shall not be entitled to receive any remuneration from the Company nor
be required to hold any  qualification,  nor be counted in reckoning the minimum
number of Directors  allowed or required by these Articles,  but shall otherwise
be subject to the  provisions of these  Articles  with regard to  Directors.  An
alternate Director shall (subject to his giving to the Company an address within
the United  Kingdom at which  notices  may be served  upon him) be  entitled  to
receive  notices of all  meetings of the  Directors  and to attend and vote as a
Director  at any such  meetings  at which  the  Director  appointing  him is not
personally present, and generally to perform all the functions of such appointor
as a Director.  An alternate  Director shall ipso facto cease to be an alternate
Director if his appointor ceases for any reason to be a Director,  provided that
if any Director retires pursuant to Article 105 but is re-elected by the meeting
at which such  retirement took effect,  any appointment  made by him pursuant to
this  Article  which  was in force  immediately  prior to his  retirement  shall
continue  to operate  after his  re-election  as if he had not so  retired.  The
appointment  of an  alternate  Director  shall  automatically  determine  on the
happening  of any event  which if he were a Director  would  cause him to vacate
such office.  All  appointments  and removals of  alternate  Directors  shall be
effected  by writing  under the hand of the  Director  making or  revoking  such
appointment left at the Office.

Responsibility of alternate Director

111     Every alternate  Director shall be an officer of the Company,  and shall
        alone be responsible  to the Company for his own acts and defaults,  and
        he shall not be deemed to be the agent of or for the Director appointing
        him.

                            LOCAL AND OTHER DIRECTORS

Power to appoint local Directors

     112 The Directors  may from time to time  pursuant to this Article  appoint
any other  persons to any post with such  descriptive  title  including  that of
Director   (whether  as  local,   associate,   executive,   group,   divisional,
departmental,   deputy,  assistant,  advisory  director  or  otherwise)  as  the
Directors  may determine  and may define,  limit,  vary and restrict the powers,
authorities  and  discretions  of persons so appointed and may fix and determine
their  remuneration and duties,  and subject to any contract between him and the
Company may remove from such post any person so appointed. A person so appointed
shall not be a Director of the Company for any of the purposes of these Articles
or of the Act.

                            PROCEEDINGS OF DIRECTORS

Meetings and quorum

113.1   The Directors  may meet  together for the despatch of business,  adjourn
        and otherwise  regulate  their meetings as they think fit, and determine
        the quorum  necessary for the  transaction of business.  Until otherwise
        determined, two Directors shall constitute a quorum.

113.2   Any Director may  participate  in a meeting of the Directors by means of
        conference telephone or similar communications equipment whereby all the
        Directors  participating  in the  meeting  can hear  each  other and the
        Directors  participating in this manner shall be deemed to be present in
        person at such  meeting and shall  accordingly  be counted in the quorum
        and entitled to vote. Subject to the Statutes,  all business  transacted
        in such manner by the board of  Directors or a committee of the board of
        Directors  shall for the  purposes  of these  Articles,  be deemed to be
        validly  and  effectively  transacted  at a  meeting  of  the  board  of
        Directors  or a committee of the Board  notwithstanding  that fewer than
        two Directors or alternate  Directors are physically present at the same
        place.  Such a meeting  shall be deemed to take place  where the largest
        group of those participating is assembled or, if there is no such group,
        where the chairman of the meeting then is.

Voting

114     Questions  arising at any  meeting  shall be  decided  by a majority  of
        votes.  In case of an equality of votes the Chairman shall have a second
        or casting vote. A meeting of the Directors at which a quorum is present
        shall be competent to exercise all powers and  discretions  for the time
        being exercisable by the Directors.

Restrictions on voting

115.1   Save as provided in the following paragraphs of this Article, a Director
        shall not vote in respect of any  contract or  arrangement  or any other
        proposal whatsoever in which he (together with any person connected with
        him within  the  meaning  of  Section  346 of the Act) has any  material
        interest  otherwise  than  by  virtue  of his  interests  in  shares  or
        debentures  or other  securities  of, or  otherwise  in or through,  the
        Company.  A Director  shall not be counted in the quorum at a meeting in
        relation to any resolution on which he is debarred from voting.

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

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

115.2.2 any  proposal  concerning  an offer of  shares  or  debentures  or other
        securities  of  or by  the  Company  or  any  of  its  Subsidiaries  for
        subscription  or purchase in which offer he (or any person so  connected
        with him) is entitled to  participate as a holder of securities or is or
        is  to  be  interested  as  a  participant   in  the   underwriting   or
        sub-underwriting;

115.2.3 any proposal  concerning  any other  company in which he is  interested,
        directly  or  indirectly  and  whether as an officer or  shareholder  or
        otherwise  howsoever,   provided  that  he  is  not  the  holder  of  or
        beneficially  interested  in 1 per  cent.  or more of any  class  of the
        equity share  capital of such company (or of any third  company  through
        which his  interest  is derived) or of the voting  rights  available  to
        members of the relevant  company (any such interest being deemed for the
        purpose of this Article to be a material interest in all circumstances);

115.2.4 any proposal  concerning the adoption,  modification or operation of any
        arrangement  for the benefit of  employees  of the Company or any of its
        Subsidiaries  (including a  superannuation  fund or retirement  benefits
        scheme  under which he may benefit or an  employees'  share scheme under
        which he may  benefit)  and which  does not confer on any  Director  any
        privilege or advantage not  generally  accorded to the employees to whom
        such arrangement relates;

115.2.5 any proposal  concerning  the purchase or  maintenance  of any insurance
        policy under which he may benefit.

115.3   Where  proposals  are under  consideration  concerning  the  appointment
        (including  fixing or varying the terms of  appointment)  of two or more
        Directors to offices or employments  with the Company such proposals may
        be divided and considered in relation to each Director separately and in
        such cases each of the Directors  concerned (if not debarred from voting
        under the proviso to Article  115.2.3) shall be entitled to vote (and be
        counted  in the  quorum)  in  respect  of each  resolution  except  that
        concerning his own appointment.

115.4   If any question  shall arise at any meeting as to the  materiality  of a
        Director's interest or as to the entitlement of any Director 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 any other  Director shall be final
        and  conclusive  except  in a case  where  the  nature  or extent of the
        interests of the Director concerned have not been fairly disclosed.

Summoning Meetings

116     A Director  may,  and the  Secretary  on the  requisition  of a Director
        shall,  at any time  summon a  meeting  of the  Directors.  Notice  of a
        meeting of  Directors  need not be given to a Director who is not in the
        United  Kingdom.  Notice of a Board  Meeting  shall be deemed to be duly
        given to a Director if it is given to him personally or by word of mouth
        or sent in writing to him at his last known address or any other address
        given by him to the  Company  for this  purpose.  A  Director  absent or
        intending to be absent from the United Kingdom may request the Directors
        that  notice of Board  Meetings  shall  during  his  absence  be sent in
        writing to him at his last known  address or any other  address given by
        him to the  Company for this  purpose,  whether or not out of the United
        Kingdom.

Directors may act notwithstanding vacancy

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

Chairman

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

Memorandum signed by all the Directors

119     A memorandum  in writing  signed by all the Directors for the time being
        entitled  to receive  notice of a meeting of  Directors  and  annexed or
        attached to the  Directors'  minute book shall be as  effective  for all
        purposes  as a  resolution  of the  Directors  passed at a meeting  duly
        convened,  held and  constituted.  Any such  memorandum  may  consist of
        several documents  in  like  form,  each  signed  by one or more of such
        Directors. Such a resolution need not be signed by an alternate Director
        if it is signed  by the  Director  who  appointed  him,  and need not be
        signed by the appointing Director if signed by his alternate.

Delegation to committees

120     The Directors may delegate any of their powers to committees, consisting
        of such one or more of their body as they think fit. Such committees may
        also include members who are not Directors provided that the presence of
        at least one  Director  shall be required for a quorum at any meeting of
        any such  committee  and no resolution  of any such  committee  shall be
        effective  unless approved by a majority of the Directors  present.  Any
        committee  so formed  shall,  in the exercise of the powers so delegated
        and in its conduct of its meetings,  conform to any regulations that may
        be imposed on it by the Directors.  The resolutions herein contained for
        the meetings and  proceedings of Directors  shall, so far as not altered
        by any regulations made by the Directors, apply also to the meetings and
        proceedings of any committee.

Acts valid although defective appointment

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

                               EXECUTIVE DIRECTORS

Power to appoint Executive Directors

122     The  Directors may from time to time appoint one or more of their number
        to an executive office including the offices of Chairman, Vice-Chairman,
        Managing Director, Joint Managing Director,  Assistant Managing Director
        or manager  or any other  salaried  office  for such  period and on such
        terms as they think fit.  Without  prejudice to any claim a Director may
        have for damages for breach of any  contract of service  between him and
        the Company the  appointment of any Director  hereunder shall be subject
        to  determination  ipso  facto  if he  ceases  from  any  cause  to be a
        Director,  or (subject to the terms of any contract  between him and the
        Company)  if the  Directors  resolve  that  his  term  of  office  as an
        executive Director be determined.

Remuneration of Executive Directors

123     A Director  holding  office  pursuant to Article 122 shall  receive such
        remuneration  (whether by way of salary,  commission or participation in
        profits,  or partly in one way and partly in another)  as the  Directors
        may determine and such remuneration  shall,  unless otherwise agreed, be
        additional to such remuneration (if any) as is from time to time payable
        to him as a  Director  and such  Director  shall be a  Director  for the
        purposes of and subject to the provisions of Section 319 of the Act.

Powers may be delegated

124     The  Directors  may entrust to and confer upon a Director  holding  such
        executive  office as aforesaid any of the powers  exercisable by them as
        Directors upon such terms and conditions and with such  restrictions  as
        they 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.

                                    PRESIDENT

125     The Directors  may, from time to time,  appoint any person who, in their
        opinion,  has  rendered  outstanding  services  to  the  Company  to  be
        President  of the  Company.  The  President  shall not, by virtue of his
        office,  be deemed to be a Director but  nevertheless,  by invitation of
        the Directors,  he may attend  meetings of the Directors for the purpose
        of giving  advice and the  Directors  may  remunerate  the  President in
        respect of advice and assistance from time to time.

                                    SECRETARY

Secretary

     126 The Directors  shall  appoint,  and may remove at their  discretion,  a
Secretary,   and  shall  fix  his  remuneration  and  terms  and  conditions  of
employment. Anything required or authorised to be done by or to the Secretary by
the Statutes or these  Articles may, if the office is vacant or there is for any
other reason no  Secretary  capable of acting or willing or available to act, be
done by or to any assistant or deputy Secretary,  or, if there is none, by or to
any officer of the Company authorised in that behalf by the Directors.

Disqualification

127     No person shall be Secretary who is either:-

127.1   the sole Director of the Company; or

127.2   a  corporation  the sole  director of which is the sole  Director of the
        Company; or

127.3   the sole  director of a  corporation  which is the sole  Director of the
        Company.

Restriction on powers of Director who holds office as Secretary

128     A provision of the Statutes or these Articles requiring or authorising a
        thing to be done by or to a  Director  and the  Secretary  shall  not be
        satisfied  by its being  done by or to the same  person  acting  both as
        Director and as, or in place of, the Secretary.

AUTHENTICATION OF DOCUMENTS

129.1   Any Director or the  Secretary or any person  appointed by the Directors
        for the purpose shall have power to authenticate any documents affecting
        the  constitution  of the  Company  and any  resolutions  passed  by the
        Company or the Directors and any books, records,  documents and accounts
        relating to the business of the Company,  and to certify  copies thereof
        or extracts  therefrom as true copies or extracts;  and where any books,
        records,  documents or accounts are  elsewhere  than at the Office,  the
        manager or other officer of the Company having the custody thereof shall
        be deemed to be a person appointed by the Directors as aforesaid.

129.2   A document  purporting  to be a copy of a resolution of the Directors or
        an  extract  from the  minutes of a meeting  of the  Directors  which is
        certified as such shall be conclusive  evidence in favour of all persons
        dealing with the Company that such  resolution  has been duly passed or,
        as the case may be, that such extract is a true and accurate record of a
        duly constituted meeting of the Directors.

                                     MINUTES

Minutes to be made

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

130.1   of all appointments of officers made by the Directors;

130.2   of the names of the  Directors  present at each meeting of the Directors
        and of any committee of the Directors; and

130.3   of all  resolutions  and  proceedings at all meetings of the Company and
        the holders of any class of shares in the Company and of  Directors  and
        of committees of Directors.

                                    THE SEAL

Seal and sealing

     131.1 The  Directors  shall  provide for the safe custody of the Seal.  The
Seal shall not be affixed to any instrument except by the express authority of a
resolution  of the  Directors  or of a  committee  of the  Directors  and in the
presence of at least one Director,  and of the Secretary or of such other person
as the Directors or such committee of the Directors may appoint for the purpose,
and that Director and  Secretary or other person as aforesaid,  shall sign every
instrument to which the Seal is so affixed in their presence:  Provided that the
Directors  may  determine  that any  certificates  for stock  and  shares of the
Company and  (subject to the terms or  conditions  of issue  thereof)  debenture
stock or other forms of  security  may at the  discretion  of the  Directors  be
issued with such  signatures or any of them affixed  thereto by some  mechanical
means or  without  any such  signature  or  countersignature  if the  system  of
controlling  the  affixing  of the Seal  thereto  and  (where  appropriate)  the
mechanical signature or signatures thereon is approved by the Auditors, Transfer
Agents or Bankers of the Company.

131.2   Any instrument expressed to be executed by the Company and signed by two
        Directors  or one Director  and the  Secretary  by the  authority of the
        Directors or of a committee  authorised by the  Directors  shall (to the
        extent  permitted by the Statutes)  have effect as if executed under the
        Seal.

                                    DIVIDENDS

Dividends how payable

132     Subject to the  rights of the  holders  of any  shares  entitled  to any
        priority, preference or special privileges and the terms of issue of any
        shares,  all  dividends  shall be  declared  and paid to the  members in
        proportion  to the amounts  paid up or credited as paid up on the shares
        held by them respectively. No amount paid on a share in advance of calls
        shall be treated for the  purposes of this Article as paid on the share.
        All dividends  shall,  subject as  aforesaid,  be  apportioned  and paid
        proportionately  to the  amounts  paid up or  credited as paid up on the
        shares  during any portion or portions of the period in respect of which
        the dividend is paid: but if any share is issued on terms providing that
        it shall  rank for  dividend  from a  particular  date or pari  passu as
        regards dividends with a share already issued it shall rank accordingly.

Directors to recommend Company to declare dividend

133     The  Directors  shall  lay  before  the  Company  in  General  Meeting a
        recommendation  as to the amount (if any) which they consider  should be
        paid by war of dividend,  and the Company  shall declare the dividend to
        be paid,  but such dividend  shall not exceed the amount  recommended by
        the Directors.

Dividends only out of profits

134     No  dividend or interim  dividend  shall be paid  otherwise  than out of
        profits  available for distribution in accordance with the provisions of
        the Statues.

 
Interim dividends

135     The Directors may from time to time pay to the members,  or any class of
        members,  such  interim  dividends  as  appear  to the  Directors  to be
        justified by the profits of the  Company.  If at any time the capital of
        the Company is divided into  different  classes of shares the  Directors
        may pay such interim dividends in respect of those shares in the capital
        of  the  Company  which  confer  on  the  holders  thereof  deferred  or
        non-preferred  rights as well as in respect of those shares which confer
        on the holders  thereof  preferential  or special  rights with regard to
        dividends  and provided  that the Directors act bona fide they shall not
        incur any  responsibility  to the  holders  of any shares for any damage
        that they may suffer by reason of the payment of an interim  dividend on
        any shares.  The Directors may also pay half yearly or at other suitable
        intervals to be settled by them any  dividend  which may be payable at a
        fixed rate if they are of opinion that the profits justify the payment.

Lien

136.1   The Directors  may retain any dividend or other moneys  payable on or in
        respect  of a share on which  the  Company  has a lien and may apply the
        same in or towards satisfaction of the debts, liabilities or engagements
        in respect of which the lien exists.

136.2   The Directors may retain the dividends payable upon shares in respect of
        which any  person  is under the  provisions  as to the  transmission  of
        shares contained in these Articles entitled to become a member, or which
        any person is under those  provisions  entitled to transfer,  until such
        person shall become a member in respect of such shares or shall transfer
        the same.

Method of Payment of Dividends

137.1   Any dividend or other  moneys  payable in respect of a share may be paid
        by cheque or warrant or similar  financial  instrument  sent by ordinary
        post to the registered address of the person entitled or, if two or more
        persons are the  holders of the share or are  jointly  entitled to it by
        reason of the  death or  bankruptcy  of the  holder,  to the  registered
        address of that one of those  persons who is first named in the Register
        or to such person and to such address as the person or persons  entitled
        may in writing  direct.  Every  cheque or  warrant or similar  financial
        instrument  shall be made  payable to, or to the order of, the person or
        persons  entitled  or to such  other  person as the  person  or  persons
        entitled may in writing direct.

137.2   Any such  dividend or other  money may also be paid by any other  method
        (including  by direct debit or bank  transfer to the bank account of the
        person  otherwise  entitled  to receive  payment by cheque or warrant or
        similar  financial  instrument  pursuant to this Article 137 or by other
        form of electronic media (including in respect of uncertificated  shares
        by  means  of  a  relevant   system))   which  the  Directors   consider
        appropriate.  Payment by such electronic media shall be made to the bank
        account details of which have been provided to the Company in writing by
        the person  entitled  to receive  the same,  save in respect of payments
        through  a  relevant  system  which  shall be made in such  manner as is
        consistent  with the facilities and  requirements of the relevant system
        concerned, including by the sending of an instruction to the operator of
        the relevant system  concerned to credit the cash memorandum  account of
        the person entitled to receive payment. Any joint holder or other person
        jointly  entitled  to a share as  aforesaid  may give  receipts  for any
        dividend or other money payable in respect of the share.

137.3   The Company may cease to send any cheque or warrant or similar financial
        instrument  (or to use any other  method of  payment)  for any  dividend
        payable in respect of a share if, in respect of at least two consecutive
        dividends  payable  on that  share,  the  cheque or  warrant  or similar
        financial  instrument has been returned  undelivered or remains uncashed
        (or that  other  method of  payment  has  failed)  but,  subject  to the
        provisions  of these  Articles,  shall  recommence  sending  cheques  or
        warrants or similar  financial  instruments  (or using another method of
        payment)  for  dividends  payable on that share if the person or persons
        entitled so request.

137.4   Payment by such cheque or warrant or similar financial instrument or the
        collection  of funds  from,  or  transfer of funds by, any bank or other
        person so authorised  on behalf of the Company in  accordance  with such
        direct  debit  or  bank  transfer  or by  means  of such  other  form of
        electronic  media  (including the making of a payment in accordance with
        the facilities and requirements of the relevant system  concerned) shall
        be an absolute discharge to the Company.

Dividends not to bear interest

138     No  dividend or other  moneys  payable on or in respect of a share shall
        bear interest as against the Company.

Distribution of assets in kind

139     The Directors may, with the sanction of the Company in General  Meeting,
        distribute  in kind  among the  members  by way of  dividend  any of the
        assets of the Company,  and in  particular  any shares or  securities of
        other  companies to which the Company is entitled:  Provided always that
        no  distribution  shall be made which  would  amount to a  reduction  of
        capital except in the manner required by law.

Purchase of assets from a past date

140     Subject to the provisions of the Statutes,  where any asset, business or
        property  is bought by the  Company as from a past date at a price fixed
        wholly by reference to the value of such asset,  business or property at
        the past date and  without  any  addition  or  reduction  in  respect of
        subsequent  transactions  upon the terms that the Company  shall as from
        that date take the  profits  and bear the  losses  thereof,  the  actual
        profit or loss as the case may be so accruing to the Company may, at the
        discretion of the Directors be credited or debited  wholly or in part to
        revenue  account  and in that case the  amount so  credited  or  debited
        shall,  for the purpose of ascertaining the fund available for dividend,
        be treated as a profit or loss  arising from the business of the Company
        and available for dividend accordingly.

Unclaimed dividends

141     Payment by the  Directors  of any  unclaimed  dividend  or other  moneys
        payable on or in respect  of a share into a separate  account  shall not
        constitute  the Company a trustee in respect  thereof  and any  dividend
        unclaimed  after a period of twelve  years  from the date such  dividend
        became  due for  payment  shall be  forfeited  and  shall  revert to the
        Company.

                                  RESERVE FUND

Reserve Fund

142     Before  recommending  a dividend the Directors may set aside any part of
        the net profits of the Company to a reserve fund, and may apply the same
        either by employing it in the business of the Company or by investing it
        in such  manner as they think  fit,  and the  income  arising  from such
        reserve  fund  shall be  treated  as part of the  gross  profits  of the
        Company.  Such reserve fund may, subject to the Statutes, be applied for
        the  purpose of  maintaining  the  property  of the  Company,  replacing
        wasting  assets,  meeting  contingencies,  forming  an  insurance  fund,
        equalising  dividends,  paying special dividends or bonuses,  or for any
        other purpose for which the profits of the Company may lawfully be used,
        and  until  the same  shall be so  applied  it shall be deemed to remain
        undivided  profit.  The Directors may also carry forward to the accounts
        of the  succeeding  year or years any profit or balance of profits which
        they shall not think fit to divide or to place to reserve.

                           CAPITALISATION OF RESERVES

Capitalisation of Reserves

143     Subject  to the  provisions  of the  Statutes,  the  Company  in General
        Meeting may upon the  recommendation of the Directors resolve that it is
        desirable  to  capitalise  any part of the  amount  for the  time  being
        standing to the credit of any of the Company's  reserve funds or reserve
        accounts  (including any  undistributable  reserves) or to the credit of
        the profit and loss  account  (not being  required for the payment of or
        provision for any fixed  preferential  dividend),  and accordingly  that
        such sum be  applied  on  behalf  of the  members  who  would  have been
        entitled  thereto  if  distributed  by way of  dividend  and in the same
        proportion either in or towards paying up any amounts for the time being
        unpaid on any shares held by such members  respectively  or paying up in
        full  unissued  shares or  debentures  of the Company to be allotted and
        issued  credited  as fully  paid up to and  among  such  members  in the
        proportion  aforesaid  or partly in the one way and partly in the other,
        and the Directors shall give effect to such resolution:  Provided that a
        share  premium  account and a capital  redemption  reserve  may, for the
        purposes of this  Article,  only be applied in the paying up of unissued
        shares to be allotted to members as fully paid shares.

Appropriations by Directors

144     Whenever such a resolution  shall have been passed the  Directors  shall
        make all  appropriations  and  applications of the amount resolved to be
        capitalised,  and all  allotments  and  issues of fully  paid  shares or
        debentures,  if any, and generally shall do all acts and things required
        to give effect  thereto  with full power to the  Directors  to make such
        provision by the issue of fractional  certificates or by payment in cash
        or otherwise as they see fit for the case of shares or debentures  which
        would otherwise be issued in fractions, and also to authorise any person
        to enter on behalf of all the members entitled thereto into an agreement
        with the  Company  providing  for the  allotment  to them  respectively,
        credited as fully paid up, of any further  shares or debentures to which
        they  may be  entitled  upon  such  capitalisation,  or (as the case may
        require)  for the  payment  up by the  Company  on their  behalf  by the
        application  thereto  of  their  respective  proportions  of the  amount
        resolved  to be  capitalised,  of the amounts or any part of the amounts
        remaining unpaid on their existing shares,  and any agreement made under
        such authority shall be effective and binding on all such members.

Scrip Dividends

145     Subject to  approval  by the  Company in General  Meeting and subject as
        hereinafter provided,  the Directors may at their discretion resolve (at
        the same time as they resolve to recommend or to pay any dividend on any
        shares in the capital of the  Company)  that the  members  will have the
        option to elect to receive in lieu of such dividend (or part thereof) an
        allotment of additional  Ordinary Shares credited as fully paid provided
        that:-

145.1   an adequate  number of unissued  Ordinary  Shares is available  for this
        purpose.

145.2   the  approval  by the  Company in General  Meeting  may only be given in
        respect of a specified  dividend or of any  dividends  declared or to be
        declared or paid in respect of a specified financial year;

145.3   the number of  Ordinary  Shares to be  allotted in lieu of any amount of
        dividend as aforesaid  shall be  determined by the Directors so that the
        value  of such  shares  shall  equal  (as  nearly  as  possible  without
        exceeding)  such  amount and for this  purpose  the value of an Ordinary
        Share shall be deemed to be the average of the middle market  quotations
        of such  shares  as  shown  in the  Official  List of the  London  Stock
        Exchange  (adjusted  as below) on the  ex-dividend  date and on the next
        four  business  days and each such  middle  market  quotation  as is not
        "ex-dividend"  shall be adjusted by deducting  therefrom the cash amount
        of such dividend per share;

145.4   the Directors,  after  determining the maximum number of Ordinary Shares
        to be allotted as aforesaid shall give notice in writing to the members
        of the option to elect  accorded to them and shall send with such notice
        forms of election  which  specify the  procedure  to be followed and the
        place at which  and the  latest  date and time by which  duly  completed
        forms of election must be lodged in order to be effective;

145.5   following  the  receipt of a notice or notices of  election  pursuant to
        Article 145.4,  the Directors shall allot to the holders of those shares
        in respect of which the share  election has been or is duly exercised in
        lieu of the  dividend  (or that part of the dividend in respect of which
        the right of  election  has been  accorded)  such  number of  additional
        Ordinary  Shares  determined  as  aforesaid  and for  such  purpose  the
        Directors  shall  appropriate  and capitalise out of any reserve or fund
        (including any share premium  account or capital  redemption  reserve or
        profit and loss account) as they shall  determine an amount equal to the
        aggregate  nominal  amount of the  additional  Ordinary  Shares so to be
        allotted and apply the same in paying up in full the appropriate  number
        of  unissued  Ordinary  Shares for  allotment  and  distribution  to and
        amongst  those  members who have given notices of election as aforesaid,
        such additional  Ordinary Shares to rank pari passu in all respects with
        the fully  paid  Ordinary  Shares  then in issue  save  only as  regards
        participation in the relevant dividend;

145.6   the  Directors  may do all  acts  and  things  considered  necessary  or
        expedient to give effect to any 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, in whole or in part, fractional entitlements are disregarded or
        the benefit of  fractional  entitlements  accrues to the Company  rather
        than to the members  concerned).  The Directors may authorise any person
        to enter,  on behalf of all 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;

145.7   the  Directors  may on any  occasion  determine  that rights of election
        shall not be made available to any members with registered  addresses in
        any territory where in the absence of a registration  statement or other
        special  formalities  the  circulation of an offer of rights of election
        would or might be unlawful  and in such event the  provisions  aforesaid
        shall be construed subject to such determination;

145.8   unless the board otherwise determines,  or unless the Regulations and/or
        the rules of the relevant system concerned  otherwise  require,  the new
        Ordinary  Share or Shares which a member has elected to receive  instead
        of cash in respect of the whole (or some part) of the specified dividend
        declared  in  respect  of  his  elected  Ordinary  Shares  shall  be  in
        uncertificated  form (in respect of the member's elected Ordinary Shares
        which were in uncertificated  form on the date of the member's election)
        and in certificated  form (in respect of the member's  elected  Ordinary
        Shares  which  were in  certificated  form on the  date of the  member's
        election);

145.9   the board may also from time to time  establish or vary a procedure  for
        election  mandates,  which,  for the avoidance of doubt,  may include an
        election by means of CREST,  under which a holder of Ordinary Shares may
        elect in respect of future  rights of  election  offered to that  holder
        under this Article  until the election  mandate is revoked in accordance
        with the procedure.

                                    ACCOUNTS

Accounts to be kept

146     The Directors  shall cause proper books of account  (being 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  and  otherwise
        complying with the Statutes) to be kept with respect to:

146.1   all sums of money received and expended by the Company,  and the matters
        in respect of which such receipts and expenditure take place;

146.2   all sales and purchases of goods by the Company; and

146.3   the assets and liabilities of the Company.

Limitation of right to inspect

147     The books of account  shall be kept at the  Office,  or  (subject to the
        provisions  of Section  222 of the Act) at such other place or places as
        the Directors may determine,  and shall always be open to the inspection
        of the Directors.  The Directors may from time to time determine whether
        and to what extent and at what times and places, and on what conditions,
        the books and accounts of the Company,  or any of them, shall be open to
        the  inspection  of the members (not being  Directors),  and the members
        shall have only such  rights of  inspection  as are given to them by the
        Statutes  or ordered  by a Court of  competent  jurisdiction  or by such
        resolution as aforesaid.

Production of accounts

148     The Directors  shall from time to time in accordance with the provisions
        of the  Statutes  cause to be prepared and to be laid before the Company
        in General Meeting such profit and loss accounts,  balance sheets, group
        accounts (if any) and reports as are referred to in the Statutes.

Copies

149     A copy of every  balance  sheet,  Directors'  report and profit and loss
        account, including every document required by law to be annexed thereto,
        which is to be laid before the Company in General Meeting, together with
        a copy of the Auditors'  report,  shall,  not less than twenty-one clear
        days before the date of the meeting, be sent to every member (whether he
        is or is not  entitled  to receive  notices of General  Meetings  of the
        Company), every holder of debentures of the Company (whether he is or is
        not so  entitled),  and all other persons so entitled.  Provided  always
        that if and to the extent permitted by the Statutes the Company need not
        despatch copies of these  documents to members,  but may instead send to
        them (or certain of them)  summaries  of such  financial  statements  or
        other  documents.  In addition  this Article shall not require a copy of
        such  documents  to be sent to any person to whom,  by virtue of Section
        238(2) of the Act, the Company is not  required to send the same.  There
        shall also be sent to each recognised  investment  exchange on which the
        shares of the Company are dealt in or listed the number of copies of the
        aforesaid documents required by such exchange.

                                      AUDIT

Auditors to be appointed

150     Auditors  shall be appointed  and their  duties  regulated in the manner
        provided by the provisions of the Statutes.

All acts to be valid

151     Subject to the  provisions of the Statutes,  all acts done by any person
        acting as an Auditor shall, as regards all persons dealing in good faith
        with the Company, be valid,  notwithstanding  that there was some defect
        in his  appointment  or that he was at the time of his  appointment  not
        qualified for appointment.

Power to attend certain General Meetings

152     The  Auditor  shall be  entitled  to attend any  General  Meeting and to
        receive all notices of and other communications  relating to any General
        Meeting which any member is entitled to receive,  and to be heard at any
        General  Meeting  on any  part  of the  business  of the  meeting  which
        concerns him as Auditor.

                                     NOTICES

Notice, how served

153     A notice may be served by the Company upon any member either  personally
        or by sending it through the post in a prepaid letter  addressed to such
        member at his registered address. Any notice may be given to a member by
        reference to the register of members as it stands at any time within ten
        days before  notice is given,  and no change in the register  after that
        time shall invalidate the notice.

Members out of United Kingdom

154     No  member  shall  be  entitled  to have a notice  served  on him at any
        address not within the United  Kingdom but any member  whose  registered
        address  is not  within  the  United  Kingdom  may by notice in  writing
        require the Company to  register  an address  within the United  Kingdom
        which, for the purpose of the service of notices,  shall be deemed to be
        his registered  address.  A member who has no registered  address within
        the United  Kingdom and has not given notice as  aforesaid  shall not be
        entitled to receive any notices from the Company.

Time of service of notice

155     Any notice  sent by first class post shall be deemed to have been served
        on the day after the same shall  have been  posted and if sent by second
        class post on the second day thereafter;  and in proving such service it
        shall be sufficient to prove that the envelope containing the notice was
        properly addressed, stamped and posted.

Notice to be given in case of death or bankruptcy of a member

156     A notice may be given by the  Company to the person  entitled to a share
        in  consequence  of the death or  bankruptcy  of a member by  sending it
        through the post in a prepaid letter addressed to him by name, or by the
        title of representative of the deceased,  or trustee of the bankrupt, or
        by any like  description,  at the  address,  if any,  within  the United
        Kingdom  supplied  for  the  purpose  by the  person  claiming  to be so
        entitled,  or (until such an address has been so supplied) by giving the
        notice  in any  manner in which the same  might  have been  given if the
        death or bankruptcy had not occurred.

                     SUSPENDED OR CURTAILED POSTAL SERVICES

157     If at any time by  reason of the  suspension  or  curtailment  of postal
        services within the United Kingdom the Company is unable  effectively to
        convene a General  Meeting by notices  sent  through the post, a General
        Meeting  may be  convened  by notice  advertised  on the same date in at
        least two  leading  daily  newspapers,  at least one of which shall be a
        national daily newspaper,  with appropriate  circulation and such notice
        shall be deemed to have duly served on all members  entitled  thereto at
        noon on the day when the  advertisement  appears.  In any such  case the
        Company shall send confirmatory copies of the notice by post if at least
        seven  days prior to the  meeting  the  posting of notices to  addresses
        throughout the United Kingdom again becomes practicable.

                             PROVISION FOR EMPLOYEES

158     The power  conferred  upon the Company by Section 719 of the Act to make
        provision  for the benefit of persons  employed or formerly  employed by
        the Company or any of its  Subsidiaries in connection with the cessation
        or the transfer to any person of the whole or part of the undertaking of
        the Company or any  Subsidiary  shall only be  exercised  by the Company
        with the  prior  sanction  of a Special  Resolution.  If at any time the
        capital of the Company is divided into different classes of shares,  the
        exercise of such power as aforesaid shall be deemed to be a variation of
        the  rights  attached  to each  class of shares  and  shall  accordingly
        require either:-

158.1   the prior  consent  in writing  of the  holders of three  fourths of the
        issued shares; or

158.2   the prior sanction of an Extraordinary  Resolution  passed at a separate
        General  Meeting  of the  holders  of  the  shares,  of  each  class  in
        accordance with the provisions of these Articles.

                                    INDEMNITY

159     Subject to the provisions of the Statutes,  every  President,  Director,
        Auditor,  Secretary or other officer of the Company shall be entitled to
        be  indemnified  by the  Company  against  all costs,  charges,  losses,
        expenses and liabilities  incurred by him in the execution and discharge
        of his duties or in relation  thereto.  The  Directors  may purchase and
        maintain  insurance  for the benefit of any Director or other officer or
        auditor to the extent permitted by the Statutes.

                                   WINDING UP

Distribution of assets in winding up

160     If the Company shall be wound up the assets  remaining  after payment of
        the  debts  and  liabilities  of  the  Company  and  the  costs  of  the
        liquidation  shall be  applied,  first,  in  repaying to the members the
        amounts  paid up on the  shares  held  by  them,  respectively,  and the
        balance (if any) shall be distributed among the members in proportion to
        the number of shares held by them respectively: Provided always that the
        provisions  hereof  shall be  subject  to the  rights of the  holders of
        shares (if any) issued upon special conditions.

Assets may be distributed in specie

161      In a winding up any part of the assets of the  Company,  including  any
         shares in or securities of other  companies,  may, with the sanction of
         an  Extraordinary  Resolution  of the  Company,  be  divided  among the
         members of the Company in specie,  or may, with the like  sanction,  be
         vested in trustees for the benefit of such members, and the liquidation
         of the Company may be closed and the Company  dissolved  but so that no
         member  shall be compelled  to accept any shares  whereon  there is any
         liability.