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                                                                    EXHIBIT 2.02



NO: 1709998


                        THE COMPANIES ACTS 1985 TO 1989

                      ___________________________________

                       A PUBLIC COMPANY LIMITED BY SHARES
                      ____________________________________



                  A R T I C L E S  O F  A S S O C I A T I O N


             (adopted by Special Resolution passed on June 19 1996)


                                       of


                             Micro Focus Group Plc

            ________________________________________________________


1.       No regulations set out in any schedule to any statute concerning
companies shall apply as regulations or articles of the Company.

2.       (1)     In these articles if not inconsistent with the subject or
context, the following words shall bear the following meanings:-

"the Acts"                means every statute from time to time in force
                          concerning companies insofar as the same applies to
                          the Company;

"the                      means the Uncertificated Securities Regulations 1995
Uncertificated            in so far as the same applies to the Company and
Regulations"              Securities includes:
                          (i)     any enactment or subordinate legislation
                                  which amends or supersedes those
                                  Uncertificated Securities Regulations;
                          (ii)    any applicable rules made under those
                                  Uncertificated Securities Regulations or any
                                  such enactment or subordinate legislation for
                                  the time being in force;

"CREST"                   means the relevant system operated by Crest Co. 
                          Limited in terms of the Uncertificated Securities 
                          Regulations, which enables title to shares or other 
                          securities to be evidenced and transferred without 
                          a written instrument.

"these articles"          means these articles of association of the Company as
                          originally adopted or from time to time altered;

"executed"                includes any mode of execution whether under seal or
                          under hand;

"office"                  means the registered office of the Company;

"the holder"              in relation to shares means the member whose name is 
                          entered in the register of members as the holder of 
                          the shares;
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"the seal"                means the common seal of the Company (if any) and
                          includes the official seal (if any) kept by the
                          Company by virtue of the Acts;

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

"the Group"               means the Company and any subsidiary or subsidiaries
                          for the time being of the Company.

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

         (2)     References to writing shall include typewriting, printing,
lithography, photography and any other modes of representing or reproducing
words in a legible and non-transitory form.

         (3)     Where for any purpose an ordinary resolution of the Company is
required a special or extraordinary resolution shall also be effective and
where for any purpose an extraordinary resolution of the Company is required a
special resolution shall be effective.

         (4)     Unless the context otherwise requires, words or expressions
contained in these articles bear the same meaning as in the Acts or the
Uncertificated Securities Regulations (as the case may be) or any statutory
modification or re-enactment of it or them in force when these regulations
become binding on the Company.

         (5)      A reference to shares in "uncertificated form" means shares,
the title to which is recorded in the register of members as being held in such
form and which by virtue of the Uncertificated Securities Regulations may be
transferred by means of a relevant system and reference to shares in
"certificated form" means shares, the title to which is not and may not be
transferred.

                                 SHARE CAPITAL

3.1      The share capital of the Company is GBP 2,250,000 divided into
         22,500,000 Ordinary Shares of 10 pence each ("Ordinary Shares").

3.2      The Ordinary Shares shall rank pari passu in all respects and the
         holders of the Ordinary Shares shall be entitled to attend and vote at
         any general meeting of the Company.

4.       Subject to the provisions of the Acts and in particular to those
conferring rights of pre-emption and without prejudice to any rights attached
to any shares for the time being in issue, any share may be issued with or have
attached thereto such rights or restrictions as the Company may by ordinary
resolution determine or have attached thereto or if there has not been any such
determination or so far as the same shall not make specific provision, as the
directors may determine.

5.       Subject to the provisions of the Acts and to any special rights
conferred on the holders of any shares or class of shares, any shares may with
the sanction of a special resolution be issued which are to be redeemed or are
to be liable to be redeemed at the option of the Company or the holder.

6.       Subject to the provisions of the Acts, the Company is hereby
authorised to enter into any contract for the purchase of all or any of its
shares of any





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class (including any redeemable shares) and any contract under which it may,
subject to any conditions, become entitled or obliged to purchase all or any of
such shares. Every contract entered into in pursuance of this article shall be
authorised by such resolution of the Company as may be required by the Acts,
but subject thereto the directors shall have full power to determine or approve
the terms of any such contract. Any contract which the Company is hereby
authorised to enter into may be or provide for the purchase of shares by
private treaty, on a stock exchange or otherwise and neither the Company nor
the directors shall be required to select the shares in question rateably or in
any other particular manner as between the holders of shares of the same class
or as between them and the holders of shares of any other class or in
accordance with the rights as to dividends or capital conferred by any class of
shares. Subject to the provisions of the Acts the Company may agree to the
variation of any contract entered into in pursuance of this article and to
release any of its rights or obligations under any such contract.
Notwithstanding anything to the contrary contained in these articles, the
rights and privileges attached to any class of shares shall be deemed not to be
modified or abrogated by anything done by the Company in pursuance of this
article.

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

8.       Except as required by law, no person shall be recognised by the
Company as holding any share upon any trust and (except as by these articles or
by law otherwise provided) the Company shall not be bound by or to recognise
(even when having notice thereof) any interest in any share except an absolute
right to the entirety thereof in the holder.

                              VARIATION OF RIGHTS

9.       Subject to the Acts, all or any of the special rights for the time
being attached to any class of shares for the time being issued may from time
to time (whether or not the Company is being wound-up) be altered or abrogated
with the consent in writing of the holders of not less than 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 such shares.
To any such separate general meeting all the provisions of these articles as to
general meetings of the Company shall mutatis mutandis apply, but so that the
necessary quorum shall be one or more persons holding or representing by proxy
not less than one-third of the issued shares of the class, that every holder of
shares of the class shall be entitled on a poll to one vote for every such
share held by him, that any holder of shares of the class present in person or
by proxy may demand a poll and that at any adjourned meeting of such holders
one holder present in person or by proxy (whatever the number of shares held by
him) shall be a quorum.

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

                               SHARE CERTIFICATES

11.      Every person (except a stock exchange nominee in respect of whom the
Company is not by law required to complete and have ready for delivery a
certificate) whose name is entered as a holder of any shares in the register





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of members of the Company shall be entitled, without payment, to receive within
two months after allotment or lodgment of a transfer to him of the shares in
respect of which he is so registered (or within such other period as the terms
of issue shall provide) one certificate for all such shares of any one class or
several certificates each for one or more of such shares of such class upon
payment for every certificate after the first of such reasonable out-of-pocket
expenses as the directors may from time to time determine. In the case of a
share held jointly by several persons, delivery of a certificate to one or
several joint holders shall be sufficient delivery to all. A member (except
such a nominee as aforesaid) who has transferred part of the shares comprised
in his registered holding shall be entitled to a certificate for the balance
without charge.

12.      All forms of certificate for shares/or loan capital or other
securities of the Company (other than letters of allotment, scrip certificates
and other like documents) shall, except to the extent that the terms and
conditions for the time being relating thereto otherwise provide, be issued
under seal affixed only with the authority of the Board or in such other manner
as the Board having regard to the terms of issue, the Acts and the regulations
of the London Stock Exchange may authorise. The directors may by resolution
determine, either generally or in any particular case or cases, that any
signatures on any such certificates need not be autographic but may be affixed
to such certificates by some mechanical means or may be printed thereon or that
such certificates need not be signed by any person.

13.1     If a share certificate is defaced, worn-out, lost or destroyed, it may
         be replaced without fee but on such terms (if any) as to evidence and
         indemnity and payment of the exceptional out of pocket expenses
         incurred by the Company in investigating such evidence and preparing
         such indemnity as the directors may determine and where it is defaced
         or worn out, after delivery up of the old certificate to the Company
         and in any event no replacement of a lost certificate will be issued
         unless the Company is satisfied beyond reasonable doubt that the
         original has been destroyed.

13.2     Notwithstanding the terms of articles 11, 12 and 13.1 above, where, in
         accordance with the terms of Article 13.3 hereof, any shares or other
         securities of the Company are issued, transferred, registered or
         otherwise dealt with in uncertificated form, any references in these
         articles requiring title to shares or other securities to be evidenced
         by or transferred by reference to share certificates or any other form
         of written instrument shall not apply and the holding, transfer,
         recording of title to and, registration of, uncertificated securities
         issued by the Company will be governed by reference to the provisions
         of Article 13.3 hereof.

13.3     (i)     Nothing in these articles shall preclude any share or other
                 security of the Company from being issued, held, registered,
                 converted, transferred or otherwise dealt with in an
                 uncertificated form in accordance with the Uncertificated
                 Securities Regulations and any rules or requirements laid down
                 from time to time by CREST or any other relevant system
                 operated pursuant to the Uncertificated Securities
                 Regulations.

         (ii)    In relation to any share or other security which is in
                 uncertificated form, the articles of association shall have
                 effect subject to the provisions of the Uncertificated
                 Securities Regulations and (so far as consistent with them) to
                 the following provisions:





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                 (a)      the Company shall not be obliged to issue a
                          certificate evidencing title to shares and all
                          references to a certificate in respect of any shares
                          or securities held in uncertificated form in these
                          articles shall be deemed inapplicable to such shares
                          or securities which are in uncertificated form and
                          furthermore shall be interpreted as a reference to
                          such form of evidence of title to uncertificated
                          shares or securities as the Uncertificated Securities
                          Regulations prescribe or permit;

                 (b)      the registration of title to and transfer of any
                          shares or securities in an uncertificated form shall
                          be effected in accordance with the Uncertificated
                          Securities Regulations and there shall be no
                          requirement for a written instrument of transfer;

                 (c)      a properly authenticated dematerialised instruction
                          given in accordance with the Uncertificated
                          Securities Regulations shall be given effect in
                          accordance with the Uncertificated Securities
                          Regulations;

                 (d)      any communication required or permitted by these
                          articles to be given by a person to the Company may
                          be given in accordance with and in any manner
                          (whether or not in writing) prescribed or permitted
                          by the Uncertificated Securities Regulations;

                 (e)      if a situation arises where any provision of these
                          articles  is inconsistent in any respect with the
                          terms of the Uncertificated Securities Regulations in
                          relation to shares or securities of the Company which
                          are in an uncertificated form then:-

                          (i)     the Uncertificated Securities Regulations
                                  will be given effect thereto in accordance
                                  with their terms; and

                          (ii)    the directors shall have power to implement
                                  any procedures they may think fit and as may
                                  accord with the Uncertificated Securities
                                  Regulations for the recording and
                                  transferring of title to shares and
                                  securities in uncertificated form and for the
                                  regulation of those proceedings and the
                                  persons responsible for or involved in their
                                  operation;

                          (iii)   the directors shall have the specific powers
                                  to elect, without further consultation with
                                  the holders of any shares or securities of
                                  the Company (except where such shares or
                                  securities are constituted by virtue of some
                                  other deed, document or other source), that
                                  any single or all classes of shares and
                                  securities of the Company become capable of
                                  being traded in uncertificated form in
                                  accordance with the Uncertificated Securities
                                  Regulations on CREST or any other Operator of
                                  a relevant system.

                                         DESTRUCTION OF DOCUMENTS

14.      The Company may destroy:-

        (a)     any share certificate which has been cancelled at any time after





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                 the expiry of one year from the date of such cancellation;

         (b)     any dividend mandate or any variation or cancellation thereof
                 or any notification of change of name or address at any time
                 after the expiry of two years from the date such mandate
                 variation cancellation or notification is recorded by the
                 Company;

         (c)     any instrument of transfer of shares which has been registered
                 at any time after the expiry of six years from the date of
                 registration; and

         (d)     any other documents on the basis of which any entry in the
                 register of members is made at any time after the expiry of
                 twelve years from the date an entry in the register of members
                 was first made in respect of it;

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

         (i)     the foregoing provisions of this article shall apply only to
                 the destruction of a document in good faith and without
                 express notice to the Company that the preservation of such
                 document was relevant to a claim;

        (ii)     nothing contained in this article shall be construed as
                 imposing upon the Company any liability in respect of the
                 destruction of any such document earlier than as aforesaid or
                 in any case where the conditions of proviso (i) above are not
                 fulfilled; and

       (iii)     references in this article to the destruction of any document
                 include references to its disposal in any manner.

                             UNTRACED SHAREHOLDERS

15.1.1   The Company shall be entitled to sell the shares of a member or the
         shares to which a person is entitled by death, bankruptcy or
         operation of law by instructing a member of the London Stock
         Exchange to sell them at best if and PROVIDED THAT:-

         (a)      during a period of 12 years all warrants and cheques
                  in respect of at least 3 dividends declared by the
                  Company in respect of the member's shares sent by the
                  Company through the post in a prepaid letter
                  addressed to the member at his registered address or
                  to the person so entitled at the address shown in the
                  register of members as his address and have become
                  payable and remain unclaimed and uncashed or have
                  been returned undelivered; and

         (b)      the Company shall insert advertisements in a national
                  daily newspaper and a newspaper circulated in the
                  area in which the last known address of the member or
                  the address at which service of notices in the manner
                  authorised by these articles may be effected, giving
                  notice of its intention to sell the said shares; and





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         (c)      during the said period of 12 years and the period of
                  3 months following the said advertisements the
                  Company has had no indication that such member or
                  person can be traced; and

         (d)      where any shares in the capital of the Company are
                  listed or dealt in on the London Stock Exchange
                  notice is first given to the London Stock Exchange of
                  its intention so to do.

15.1.2   To give effect to such sale the Company may appoint any person to
         execute an instrument of transfer of the share or in the case
         of  shares for the time being in uncertificated form to take
         such other steps in the name of the holder as may be necessary
         to transfer the shares sold, then the instrument or steps (as
         the case may be) shall be as effective as if it had been
         executed or they had been taken by the registered holder of,
         or person entitled by transmission to, the share.  The Company
         shall account to the member or other person entitled to such
         shares for the net proceeds of such sale and shall be deemed
         to be his debtor and not a trustee for him in respect of the
         same and no interest shall be payable by the Company to the
         member or other person entitled to such shares.

15.1.2   Any moneys not accounted for to the member or other person entitled to
         such shares shall be carried to a separate account and shall
         be a permanent debt of the Company. Moneys carried to such
         separate accounts 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.

15.2     If on two consecutive occasions dividend warrants and/or Notices have
         been sent through the post to any member at his registered address or
         his address for the service of Notices but have been left uncashed
         and/or returned undelivered or if, after one such occasion reasonable
         enquiries have failed to establish any new address of the registered
         member, such member shall not thereafter be entitled to receive
         dividend warrants and/or Notices by post from the Company until he
         shall have communicated with the Company and supplied in writing to
         the office a new registered address or address within the United
         Kingdom for service of the Notices.

                                      LIEN

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

17.      The Company may sell in such manner as the directors determine any
shares on which the Company has a lien if a sum in respect of which the lien
exists is presently payable and is not paid within fourteen days after notice
has been given to the holder of the share or the person entitled to it by
reason of the death or bankruptcy of the holder demanding payment of the sum
presently payable and stating that if the notice is not complied with the
shares may be sold.

18.      To give effect to a sale the directors may authorise some person to
execute an instrument of transfer of the shares sold, or in the case of shares





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for the time being in uncertificated form to take such other steps in the name
of the holder as may be necessary to transfer the shares sold to, or in
accordance with the directions of, the purchaser. The purchaser shall be
registered as the holder of the share and he shall not be bound to see the
application of the purchase money. The title of the transferee to the shares
shall not be affected by any irregularity in or invalidity of the proceedings
in reference to the sale.

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

                         CALLS ON SHARES AND FORFEITURE

20.      Subject to the provisions of these articles and to the terms of issue,
the directors may make calls upon the members in respect of any moneys unpaid
on their shares and not by the terms of issue thereof made payable at a date
fixed by or in accordance with such terms of issue (whether in respect of
nominal value or premium) and each member shall (subject to receiving at least
fourteen clear days' notice specifying when and where payment is to be made)
pay to the Company as required by the notice the amount called on his shares. A
call may be required to be paid by instalments. A call may, before receipt by
the Company of a sum due thereunder, be revoked in whole or in part and payment
of a call may be postponed in whole or part. A member shall remain liable for
calls made upon him notwithstanding the subsequent transfer of the shares in
respect whereof the call was made.

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

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

23.      If a call remains unpaid after it has become due and payable the
person from whom the sum is due shall pay interest on the unpaid sum from the
day it became due until it is paid at the rate fixed by the terms of allotment
of the share or in the notice of the call or, if no rate is fixed, at such rate
not exceeding 15 per cent. per annum as the directors may determine but the
directors may waive payment of the interest wholly or in part.  The Company may
also recover any costs, charges and expenses incurred by reason of the
non-payment of any call.

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

25.      Subject to the terms of allotment the directors may on the issue of
shares differentiate between the allottees or holders as to the amount of calls
to be paid and the times of payment.

26.      The directors may receive from any member willing to advance the same
all or any part of the money unpaid upon the shares held by him beyond the sums
actually called up thereon as a payment in advance of calls, and such payment
in advance of calls shall extinguish, so far as the same shall extend,





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the liability upon the shares in respect of which it is advanced, and the
Company may pay interest upon the money so received, or so much thereof as from
time to time exceeds the amount of the calls then made upon the shares in
respect of which it has been received, at such rate as the member paying such
sum and the directors agree; but provided that any such payment in advance of
calls shall not entitle the holder of the shares to participate in respect
thereof in a dividend subsequently declared by reference to a record date
earlier than the due date for the call.  The directors may repay any amount
paid in advance of call, upon giving the member concerned at least three
months' notice in writing.

27.      If a call or instalment of a call remains unpaid after it has become
due and payable the directors may give to the person from whom it is due not
less than fourteen clear days' notice requiring payment of the amount unpaid
together with any interest which may have accrued. The notice shall name the
place where payment is to be made and shall state that if the notice is not
complied with the shares in respect of which the call was made or instalment is
payable will be liable to be forfeited.

28.      If the notice is not complied with any share in respect of which it
was given may, before the payment required by the notice has been made, be
forfeited by a resolution of the directors and the forfeiture shall include all
dividends or other moneys payable in respect of the forfeited shares and not
paid before the forfeiture.  Where any share has been forfeited in accordance
with the articles of association, the Company will serve a notice of forfeiture
on the person who was the holder of the share before forfeiture.  The
accidental omission to give notice or the non-receipt of notice will not
invalidate the forfeiture.

29.      Subject to the provisions of the Acts, a forfeited share may be sold,
re-allotted or otherwise disposed of on such terms and in such manner as the
directors determine either to the person who was before the forfeiture the
holder or to any other person upon such terms and in such manner as the
directors think fit and at any time before a sale, re-allotment or other
disposition the forfeiture may be annulled by the directors on such terms as
they think fit. Where for the purposes of its disposal a forfeited share is to
be transferred to any person the directors may authorise some person to execute
an instrument of transfer of the share, or in the case of a share for the time
being in uncertificated form to take such steps in the name of the holder as
may be necessary to transfer the share to that person.

30.      A person any of whose shares have been forfeited shall cease to be a
member in respect of them and, in the case of shares in certificated form shall
surrender to the Company for cancellation the certificate for the shares
forfeited but shall remain liable to the Company for all moneys which at the
date of forfeiture were presently payable by him to the Company in respect of
those shares with interest at such rate as may be fixed by the terms of
allotment of the share or in the notice of the call or, if no rate is fixed, at
the appropriate rate (as defined in the Acts) from the date of forfeiture until
payment but the directors may waive payment wholly or in part or enforce
payment without any allowance for the value of the shares at the time of
forfeiture or for any consideration received on their disposal.  Forfeiture of
a share shall extinguish all interest and all claims and demands against the
Company in respect of that share.

31.      A statutory declaration by a director or the secretary that a share
has been forfeited on a specified date shall be conclusive evidence of the
facts stated in it as against all persons claiming to be entitled to the share
and the declaration shall (subject to the execution of an instrument of
transfer if necessary) constitute a good title to the share and the person to
whom the





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share is disposed of shall not be bound to see to the application of the
consideration, if any, nor shall his title to the share be affected by any
irregularity in the proceedings in reference to the forfeiture or disposal of
the share.

                             DISCLOSURE OF INTEREST

32.1     No member shall, unless the Directors otherwise determine, be entitled
         in respect of any share held by him to vote (either in person or by
         representative or proxy) at any general meeting or at any separate
         meeting of the holders of any class of shares, or to exercise any
         other right conferred by membership in relation to any such meeting if
         he or any other person appearing to be interested in the share(s) has
         been given a notice under Section 212 of the Companies Act 1985 ("a
         Section 212 notice") and has failed to give the Company the
         information thereby required within  14 days from the date of the
         notice.

32.2     Without prejudice to the provisions of sub-clause 1 of this article,
         no member holding shares representing 0.25 per cent or more in nominal
         value of the issued shares of any class of capital in the Company
         shall, unless the Directors otherwise determine, be entitled:

         (a)     in respect of any such shares, to vote (either in person or by
                 representative or proxy) at any general meeting or at any
                 separate meeting of the holders of any class of shares, or to
                 exercise any other right conferred by membership in relation
                 to any such meeting; or

         (b)     to receive payment of any dividend (including shares in lieu
                 of dividend) or other distribution payable in respect of any
                 such shares; or

         (c)     to transfer any such shares otherwise than:

                 (i)       pursuant to acceptance of a take-over offer;

                 (ii)      through a recognised investment exchange or other 
                           recognised market; or

                 (iii)     in any other manner which the Directors are
                           satisfied is bona fide and at arm's length; (in each
                           case hereinafter referred to as an "arm's length
                           sale") if he or any person appearing to be
                           interested in such shares has been given a Section
                           212 notice and has failed to give the Company the
                           information thereby required within 14 days from the
                           date of the notice provided that upon receipt by the
                           Company of notice that the shares have been
                           transferred pursuant to any arm's length sale or
                           upon all information required by the Section 212
                           notice being given, such restrictions shall cease to
                           apply in respect of such shares and any dividend
                           withheld shall be paid.

32.3     For the purposes of this article:

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





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                 the person is, or may be, so interested;

         (b)     "interested" shall be construed as it is for the purpose of
                 Section 212 of the Companies Act 1985;

         (c)     "take-over offer" shall have the meaning ascribed to it in
                 Part XIII A of the Companies Act 1985;

         (d)     "recognised investment exchange" shall have the meaning
                 ascribed to it in Section 207(1) of the Financial Services Act
                 1986; and

         (e)     "at arm's length" means a transfer to a person who is
                 unconnected with the members and with any other person
                 appearing to be interested in the shares; and

         (f)     reference to a person having failed to give the Company the
                 information required by a Section 212 notice includes (i)
                 reference to his having failed or refused to give all or any
                 part of it and (ii) reference to his having given information
                 which he knows to be false in a material particular or having
                 recklessly given information which is false in a material
                 particular.

32.4     Where on the basis of information obtained from a member in respect of
         any share held by him, the Company gives a Section 212 notice to any
         other person, it shall at the same time send a copy of the notice to
         the member, but the accidental omission to do so, or the non-receipt
         by the member of the copy, shall not invalidate or otherwise affect
         the application of sub-clauses 1 and 2 of this article.

32.5     Any sanctions imposed upon a shareholding in respect of a person
         having failed to give the Company the information required by a
         section 212 notice will cease to apply 7 days after the earlier of:-

         (i)     receipt by the Company of notice that the shareholding has
                 been sold to a third party in the manner described above; and

         (ii)    due compliance to the satisfaction of the Company, with the 
                 notice under section 212.

32.6     Nothing in these articles shall limit the powers of the Company under
         Section 216 of the Companies Act 1985 or any other powers whatsoever.

                               TRANSFER OF SHARES

33.1     Subject to such of the restrictions of these articles as may be
         applicable, any member may transfer all or any of his shares. The
         instrument of transfer of a share in certificated form may be in any
         usual form or in any other form which the directors may approve and
         shall be executed by or on behalf of the transferor and, unless the
         share is fully paid, by or on behalf of the transferee.

33.2     Nothing in these articles shall require title to any securities of the
         Company to be evidenced or transferred by a written instrument, the
         regulations from time to time made under the Acts so permitting. The
         Board shall have power to implement any arrangements it may think fit
         for such evidencing and transfer which accord with those regulations.

34.      The directors may, in their absolute discretion and without giving any
reason, refuse to register the transfer of a share in certificated form which
is not fully paid or of a share on which the Company has a lien.





                                       11
<PAGE>   12
35.1     The directors may also decline to recognise an instrument of transfer
         in respect of shares in certificated form unless:-

         (a)     it is lodged duly stamped at the office or at such other place
                 as the directors may appoint and is accompanied by the
                 certificate for the shares to which it relates and such other
                 evidence as the directors may reasonably require to show the
                 right of the transferor to make the transfer;

         (b)     it is in respect of only one class of share; and

         (c)     it is in favour of not more than four transferees.

35.2     In the case of shares for the time being in uncertificated form
         transfers shall be registered only in accordance with the terms of the
         Uncertificated Securities Regulations but so that the directors may
         refuse to register a transfer which would require shares to be held
         jointly by more than four persons.

36.      If the directors decline to register a transfer they shall within two
months after the date on which the transfer was lodged with the Company or in
the case of uncertificated shares the Operator-instruction was received by the
Company send to the transferee notice of the refusal.

37.      The registration of transfers of shares or debentures or of any class
of shares or debentures may be suspended at such times and for such periods
(not exceeding thirty days in any year) as the directors may determine but so
that such a suspension shall only apply to uncertificated shares with the prior
consent of the Operator.

38.      No fee shall be charged for the registration of any instrument of
transfer or other document or instructions relating to or affecting the title
to any share or for otherwise making any entry in the register of members
relating to any share.

39.      Subject to article 14, all instruments of transfer which are
registered shall be retained by the Company, but any instrument of transfer
which the directors refuse to register shall be returned to the person
depositing it.

40.      Nothing in these articles shall preclude the directors from
recognising a renunciation of the allotment of any share by the allottee in
favour of some other person.

                             TRANSMISSION OF SHARES

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

42.      A person becoming entitled to a share in consequence of the death or
bankruptcy of a member or otherwise by operation of law may, upon such evidence
being produced as the directors may properly require, elect  to become the
holder of the share or in the case of certificated shares alternatively elect
to have some person nominated by him registered as the transferee. If he elects
to become the holder he shall give notice to the Company to that effect. If he
elects to have another person registered he shall execute an instrument of
transfer of the share to that person. All the





                                       12
<PAGE>   13
provisions of these articles relating to the transfer of shares shall apply to
the notice or instrument of transfer as if it were an instrument of transfer
signed by the member and the death or bankruptcy of the member had not
occurred.  Nothing in these articles shall preclude the transfer of shares or
other securities of the Company in uncertificated form in accordance with the
terms of Article 13.3 hereof, and any references contained in these Articles in
relation to the execution of any instrument of transfer or the registration of
any transfer of shares or other securities of the Company in uncertificated
form shall be read in accordance with the terms of Article 13.3 hereof.

43.      A person becoming entitled to a share by reason of the death or
bankruptcy of a member or otherwise by operation of law shall (upon such
evidence being produced as may from time to time be required by the directors
as to his entitlement) have the rights to which he would be entitled if he were
the holder of the share, except that he shall not, before being registered as
the holder of the share, be entitled in respect of it to attend or vote at any
meeting of the Company or at any separate meeting of the holders of any class
of shares in the Company. The Board may at any time give notice requiring the
person to elect either to be registered himself or to transfer the share and if
the Notice is not complied with within 60 days the Board may withhold payment
of all dividends and other monies payable in respect of the share until the
requirements of the Notice have been complied with.

                                     STOCK

44.      The Company may by ordinary resolution convert any paid up shares into
stock, and re-convert any stock into paid up shares of any denomination. After
the passing of any resolution converting all the fully paid up shares of any
class in the capital of the Company into stock, any shares of that class which
subsequently become fully paid up and rank pari passu in all other respects
with such shares shall by virtue of this article and such resolution be
converted into stock transferable in the same units as the shares already
converted.

45.      The holders of stock may transfer the same or any part thereof in the
same manner, and subject to the same regulations, as would have applied to the
shares from which the stock arose if they had not been converted, or as near
thereto as circumstances admit, but the directors may from time to time, if
they think fit, fix the minimum amount of stock transferable, but so that such
minimum shall not exceed the nominal amount of each of the shares from which
the stock arose.

46.      The holders of stock shall, according to the amount of the stock held
by them, have the same rights, privileges and advantages in all respects as if
they held the shares from which the stock arose provided that no such privilege
or advantage (except participation in dividends and profits of the Company and
in the assets on a winding up) shall be conferred by an amount of stock which
would not, if existing in shares, have conferred such privilege or advantage.

47.      All the provisions of these articles applicable to paid up shares
shall apply to stock and in all such provisions the words "share" and "member"
shall include "stock" and "stockholder" respectively.

                             ALTERATION OF CAPITAL

48.      The Company may from time to time by ordinary resolution:-

         (a)     increase the share capital by new shares of such amount as the
resolution prescribes;





                                       13
<PAGE>   14
         (b)     consolidate and divide all or any of its shares into shares of
                 a larger amount than its existing shares;

         (c)     subject to the provisions of the Acts, 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
                 Acts) and the resolution may determine that, as between the
                 holders of the shares resulting from the sub-division, one or
                 more of the shares may have any such preferred or other
                 special rights over, or may have such deferred qualified
                 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; and

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

49.      Whenever as a result of a consolidation of shares any members would
become entitled to fractions of a share, the directors may, on behalf of those
members, sell the shares representing the fractions for the best price
reasonably obtainable to any person (including the Company) and distribute the
proceeds of sale in due proportion among those members, and the directors may
authorise some person to execute an instrument of transfer of the shares, or in
the case of shares for the time being in uncertificated form to take such other
steps in the name of the holder as may be necessary to transfer shares sold to,
or in accordance with the directions of, the purchaser. The transferee shall
not be bound to see to the application of the purchase money nor shall his
title to the shares be affected by any irregularity in or invalidity of the
proceedings in reference to the sale.

50.      Subject to the provisions of the Acts, the Company may by special
resolution reduce its authorised or issued share capital, any capital
redemption reserve, and any share premium account in any way.

                                GENERAL MEETINGS

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

52.      The directors may call general meetings. If at any time there are not
within the United Kingdom sufficient Directors capable of acting to form a
quorum, any Director or any two members of the Company may convene an
extraordinary general meeting in the same manner as nearly as possible as that
in which meetings may be convened by the Directors.

                           NOTICE OF GENERAL MEETINGS

53.      Subject to the provisions of the Acts, an annual general meeting and
an extraordinary general meeting for the passing of a special resolution or a
resolution appointing a person as a director shall be called by twenty-one
days' notice at the least, and all other extraordinary general meetings shall
be called by fourteen days' notice at the least. The notice shall be exclusive
of the day on which it is served, or deemed to be served, and of the day for
which it is given. Every notice shall be in writing and shall specify the
place, the day and the time of meeting, and (in the case of special business)
the general nature of such business, and in the case of an annual general
meeting shall specify the meeting as such and the notice convening a meeting to
pass a special or extraordinary resolution shall specify the intention to





                                       14
<PAGE>   15
propose the resolution as a special or extraordinary resolution as the case may
be. Notices shall be given in manner hereinafter mentioned to all the members,
other than those who under the provisions of these articles or under the rights
attached to the shares held by them are not entitled to receive the notice, and
to the auditors for the time being of the Company. Notwithstanding that a
meeting of the Company is called by shorter notice than that specified in this
article, it shall be deemed to have been duly called if it is so agreed:-

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

(b)      in the case of any other meeting, by a majority in number of the
         members having a 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.

54.      The Board may convene an Extraordinary General Meeting whenever it
         thinks fit and, upon receipt of a requisition of members pursuant to
         the provisions of the Acts, shall forthwith convene such a meeting for
         a date not later than 28 days after the date of the Notice convening
         the meeting.

55.1     The accidental omission to give notice of a meeting or (in cases where
         instruments of proxy are sent out with the notice) the accidental
         omission to send such instrument of proxy to, or the non-receipt of
         notice of a meeting or such instrument of proxy by, any person
         entitled to receive notice shall not invalidate the proceedings at
         that meeting.

55.2     The directors may determine that persons entitled to receive notices
         of meetings are those persons entered on the register of members at
         the close of business on a day determined by the directors being not
         more than 21 days before the day that the notices are sent and  may
         specify in the notice of the meeting a time, not more than 48 hours
         before the time fixed for the meeting, by which a person must be
         entered on the register of members in order to have the right to
         attend or vote at the meeting.  Changes to entries on the register of
         members after the time so specified shall be disregarded in
         determining the rights of any person to attend or vote at the meeting.

                        PROCEEDINGS AT GENERAL MEETINGS

56.      All business shall be deemed special that is transacted at an
extraordinary general meeting. All business that is transacted at an annual
general meeting shall also be deemed special, with the exception of declaring
dividends, the consideration of the accounts and balance sheet and the reports
of the directors and auditors and other documents required to be annexed to the
balance sheet, the appointment of directors in the place of those retiring by
rotation or otherwise and the reappointment of the retiring auditors (other
than retiring auditors who have been appointed by the directors to fill a
casual vacancy) and the fixing of or the determining of the method of fixing
the remuneration of the auditors and the directors.

57.      No business shall be transacted at any meeting unless a quorum is
present but the absence of a quorum shall not preclude the appointment, choice
or election of a chairman which shall not be treated as part of the business of
the meeting. Two persons entitled to vote upon the business to be transacted,
each being a member or a proxy for a member or a duly authorised representative
of a corporation, shall be a quorum.

58.      If a quorum is not present within five minutes (or such longer time
not exceeding one hour as the chairman of the meeting may determine to wait)
from the time appointed for the meeting, or if during a meeting a quorum ceases
to





                                       15
<PAGE>   16
be present, the meeting if convened on the requisition of, or by members, shall
be dissolved. In any other case it shall stand adjourned to such other day not
being less than fourteen nor more than twenty-eight days thereafter and at such
other time and place as the directors may determine. At such adjourned meeting
one member present in person or proxy (whatever the number of shares held by
him) shall be a quorum. The Company shall give not less than seven days' notice
in writing of any meeting adjourned through want of a quorum and such notice
shall state that one member present in person or by proxy (whatever the number
of shares held by him) shall be a quorum.

59.      The directors may make arrangements for simultaneous attendance and
participation in general meetings by members and proxies entitled to attend
such meetings at places other than the place specified in the notice convening
the meeting ("the specified place").  Any arrangements for simultaneous
attendance at other places shall operate so that any members and proxies
excluded from attendance at the specified place are able to attend at one or
more of the other places.  For the purpose of all other provisions of these
articles any such meeting shall be treated as being held and taking place at
the specified place.  The right of any member or proxy otherwise entitled to
attend a general meeting at the specified place shall be subject to any
arrangements that the directors may at their discretion make from time to time
(whether before or after the date of the notice convening the meeting) for
facilitating the organisation and administration of any general meeting by
requiring any such person (selected on such basis as the directors may at their
discretion decide) to attend the meeting at one or more of the other places.

60.1     The chairman, if any, of the board of directors or in his absence the
         deputy-chairman, or in the absence of both the chairman and the
         deputy-chairman some other director nominated by the directors shall
         preside as chairman of the meeting, but if neither the chairman nor
         the deputy-chairman nor such other director (if any) be present within
         five minutes after the time appointed for holding the meeting, or if
         present is unwilling to act, the directors present shall elect one of
         their number to be chairman.

60.2     If no director is willing to act as chairman, or if no director is
         present within five minutes after the time appointed for holding the
         meeting, the members present and entitled to vote shall choose one of
         their number to be chairman, and will remain chairman for the duration
         of the relevant meeting.

61.1     A director shall, notwithstanding that he is not a member, be entitled
         to attend and speak at any general meeting and at any separate meeting
         of the holders of any class of shares in the Company.

61.2     Where shares are held by nominee shareholders the directors may make
         arrangements for the holders of the beneficial interest in shares to
         attend and speak (but not vote) at general meetings notwithstanding
         that the names do not appear on the Register of Members.  Any person
         invited by the Chairman to do so may attend and speak at any general
         meeting.

62.      The chairman may, with the consent of a 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.

In addition, the Chairman may at any time without the consent of the meeting,
adjourn any meeting to another time or place if it appears to the Chairman
that:-

         (a)     The number of persons wishing to attend cannot be conveniently





                                       16
<PAGE>   17
                 accommodated in the place(s) appointed for the meeting, or

         (b)     The unruly conduct of persons attending the meeting prevents
                 or is likely to prevent the orderly continuation of the
                 business of the meeting, or

         (c)     An adjournment is otherwise necessary so that the business of
                 the meeting may be properly conducted.

No business shall be transacted at an adjourned meeting other than business
which might lawfully have been transacted at the meeting from which the
adjournment took place.

63.1.1           In the case of a Resolution duly proposed as a Special or
                 Extraordinary Resolution, no amendment thereto (other than an
                 amendment to correct a patent error) may be considered or
                 voted upon and in the case of a Resolution duly proposed as an
                 Ordinary Resolution, no amendment thereto (other than an
                 amendment to correct a patent error) may be considered or
                 voted upon unless at least 48 hours prior to the time
                 appointed for holding the meeting or adjourned meeting at
                 which such Resolution is to be proposed notice in writing of
                 the terms of the amendment and intention to vote to move the
                 same have been lodged at the office.

63.1.2           If an amendment shall be proposed to any resolution under
                 consideration but shall in good faith be ruled out of order by
                 the Chairman of the meeting, the proceedings on the
                 substantive resolution shall not be invalidated by any error
                 in such ruling.

63.2     A resolution put to the vote of a meeting shall be decided on a show
         of hands unless (before or on the declaration of the result of the
         show of hands or on the withdrawal of any other demand for a poll) a
         poll is duly demanded. Subject to the provisions of the Acts, a poll
         may be demanded:-

         (a)     by the chairman of the meeting; or

         (b)     by at least two members having the right to vote at the 
                 meeting; or

         (c)     by a member or 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

         (d)     by a member or members holding shares 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;

and a demand by a proxy for a member shall be the same as a demand by a member.

64.      Unless a poll is duly demanded and the demand is not withdrawn a
declaration by the chairman that a resolution has, on a show of hands, been
carried or carried unanimously, or by a particular majority, or lost, or not
carried by a particular majority shall be final and an entry to that effect in
the minutes of the meeting shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against
the resolution.

65.      The demand for a poll may, before the poll is taken, be withdrawn with





                                       17
<PAGE>   18
the consent of the chairman and a demand so withdrawn shall not be taken to
have invalidated the result of a show of hands declared before the demand was
made.

66.      A poll on any question other than the election of the Chairman shall
be taken as the chairman directs, including the use of ballot or voting papers
or tickets, and he may appoint scrutineers (who need not be members) and fix a
time and place for declaring the result of the poll. The result of the poll
shall be deemed to be the resolution of the meeting at which the poll was
demanded.

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

68.      A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken either forthwith or at such time and place as the chairman
directs not being more than thirty days from the conclusion of the meeting. The
demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll was
demanded, and it may be withdrawn with the consent of the chairman at any time
before the close of the meeting or the taking of the poll, whichever is the
earlier. If a poll is demanded before the declaration of the result of a show
of hands and the demand is duly withdrawn, the meeting shall continue as if the
demand had not been made.

69.      No notice need be given of a poll not taken forthwith if the time and
place at which it is to be taken are announced at the meeting in respect of
which it is demanded. In any other case at least seven clear days' notice shall
be given specifying the time and place at which the poll is to be taken.

                                VOTES OF MEMBERS

70.      Subject to any rights or restrictions attached to any shares, on a
show of hands every member who (being an individual) is present in person or
(being a corporation) is present by a duly authorised representative, not being
himself a member entitled to vote, shall have one vote, and on a poll every
member present in person or by proxy shall have one vote for each share of
which he is the holder.

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

72.      A member in respect of whom an order has been made by any competent
court or official on the ground that he is or may be suffering from mental
disorder or is otherwise incapable of managing his affairs may vote, whether on
a show of hands or on a poll, by his receiver or other person authorised in
that behalf and such person may vote on a poll by proxy. Evidence to the
satisfaction of the directors of the authority of the person claiming to
exercise the right to vote shall be deposited at the office or at such other
place as is specified in accordance with the articles for the deposit of
instruments of proxy, not less than 48 hours before the time appointed for
holding the meeting or adjourned meeting at which the right to vote is to be
exercised and in default the right to vote shall not be exercisable.

73.      Unless the directors otherwise determine, no member shall be entitled
to receive notice of or to vote at any general meeting, either in person or by





                                       18
<PAGE>   19
proxy, in respect of any share held by him unless all moneys presently payable
by him in respect of that share have been paid.

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

75.      On a poll votes may be given either personally or by proxy. A member
entitled to more than one vote need not, if he votes, use all his votes or cast
all the votes he uses the same way.

76.      The instrument appointing a proxy shall be in writing in any usual
form or in any other form which the directors may approve and for the avoidance
of doubt may be in the form of a two way proxy form and shall be executed by or
on behalf of the appointor. A corporation may execute a form of proxy under the
hand of a duly authorised officer. A member may appoint more than one proxy
(who need not be a member) to attend on the same occasion. Deposit of an
instrument of proxy shall not preclude a member from attending and voting at
the meeting or at any adjournment thereof.

77.      The instrument appointing a proxy and any authority under which it is
executed or a copy certified notarially or in some other way approved by the
directors shall be deposited by physical delivery either by post or by hand at
the office (or at such other place within the United Kingdom as is specified in
the notice convening the meeting or on any notice or any adjustment or, in
either case, in any document sent therewith) not less than 48 hours before the
time for holding the meeting or adjourned meeting at which the person named in
the instrument proposes to vote or, in the case of a poll taken subsequently to
the date of a meeting, not less than 24 hours before the time appointed for the
taking of the poll, and in default the instrument of proxy shall be invalid.
When two or more valid but differing instruments of proxy are delivered in
respect of the same share for use at the same meeting, the one which is last
delivered (regardless of its date or of the date of its execution) shall be
treated as replacing and revoking the others as regards that share: If the
Company is unable to determine which was last delivered, none of them shall be
treated as valid in respect of that share.

78.      A vote given or poll demanded by proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the previous
determination of the authority of the person voting or demanding a poll unless
notice of the determination was received by the Company at the office or at
such other place in the United Kingdom as may be specified for the delivery of
instruments of proxy in the notice convening the meeting or other document sent
therewith one hour at least before the commencement of the meeting or adjourned
meeting at which the vote is given or the poll demanded or (in the case of a
poll taken otherwise than on the same day as the meeting or adjourned meeting)
the time appointed for taking the poll.

79.1     The instrument appointing a proxy to vote at a meeting shall be deemed
         also to confer authority (a) to demand or join in demanding a poll
         (and for the purposes of article 62 a demand by a person as proxy for
         a member shall be the same as a demand by the member); and (b) to vote
         on a poll on the election of a chairman and on a motion to adjourn a
         meeting.

79.2     No instrument appointing a proxy shall be valid after the expiration
         of twelve months from the date named in it as the date of its
         execution, except at an adjourned meeting or on a poll demanded at a
         meeting or an





                                       19
<PAGE>   20
         adjourned meeting in cases where the meeting was originally held
         within twelve months from such date.

80.      If any votes are counted which ought not to have been counted, or
might have been rejected, the error shall not vitiate the result of the voting
unless it is pointed out at the same meeting, or at any adjournment thereof,
and it is in the opinion of the chairman of the meeting of sufficient magnitude
to vitiate the result of the voting.

                         REPRESENTATION OF CORPORATIONS

81.       Any Corporation being a member may, by resolution of its directors or
other governing body, authorise such person as it thinks fit to act as its
representative (or, as the case may be, representatives) at any general meeting
of the Company or any class meeting of the members of the Company. A person so
authorised shall be entitled to exercise the same powers on behalf of the
grantor as the Grantor could exercise if it were an individual member of the
Company and each person so authorised shall, if present at any such meeting,
for the purpose of these Articles be deemed to be a member present in person at
such meeting.

                     NUMBER AND QUALIFICATION OF DIRECTORS

82.      Unless otherwise determined by ordinary resolution the number of
directors (other than alternate directors) shall be not less than two in
number. The Company may from time to time by ordinary resolution fix a maximum
number of directors and from time to time vary that maximum number. No
shareholding qualification for directors shall be required.

                              ALTERNATE DIRECTORS

83.      Any director (other than an alternate director) may appoint any other
director, or any other person approved by the directors, to be an alternate
director and may remove from office an alternate director so appointed by him.
An alternate director shall be entitled to receive notices of all meetings of
directors, to attend and vote at any such meeting at which the director
appointing him is not personally present, and generally to perform all the
functions of his appointor as a director in his absence.  An alternate director
shall cease to be an alternate director if his appointor ceases to be a
director; but, if a director retires by rotation or otherwise but is
reappointed or deemed to have been re-appointed at the meeting at which he
retires, any appointment of an alternate director made by him which was in
force immediately prior to his retirement shall continue after his
reappointment.  Every appointment and removal of an alternate director shall be
in writing executed by the director making or revoking the appointment and (in
the case of an appointment) by the person appointed and shall be deposited at
the office or tendered at a meeting of the directors or in any other manner
approved by the directors.

84.      Every person acting as an alternate director shall (save as regards
the power to appoint an alternate director and remuneration) be subject in all
respects to the provisions of these articles relating to directors and shall
alone be responsible for his own acts and defaults and he shall not be deemed
to be the agent of the director appointing him. The remuneration of any
alternate director shall be payable out of the remuneration payable to the
director appointing him, and shall consist of such part (if any) of the
last-mentioned remuneration as shall be agreed between the alternate director
and the director appointing him.





                                       20
<PAGE>   21

                              POWERS OF DIRECTORS

85.      Subject to the provisions of the Acts and these articles and  to any
directions given by special resolution, the directors may exercise all the
powers of the Company. No alteration of the articles and no such direction
shall invalidate any prior act of the directors which would have been valid if
that alteration had not been made and that direction had not been given. The
powers given by this article shall not be limited by any special power given to
the directors by the articles and a meeting of directors at which a quorum is
present may exercise all powers exercisable by the directors.

86.1     The directors may exercise all the powers of the Company to borrow
         money and to mortgage or charge its undertaking, property and assets
         (present and future) and uncalled capital, or any part thereof, and
         subject to the Acts to issue debentures and other securities whether
         outright or as collateral security for any debt liability or
         obligation of the Company or of any third party. 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 secure (as regards
         subsidiaries so far as by such exercise they can secure) that, save
         with the previous sanction of an ordinary resolution, no money shall
         be borrowed if the aggregate principal amount (including any premium
         payable on final repayment) outstanding of all moneys borrowed by the
         Group (excluding amounts borrowed by any member of the Group from any
         other member of the Group) then exceeds or would as a result of such
         borrowing exceed an amount equal to four times the aggregate of:-

         (a)     the amount paid up or credited as paid up on the share capital
                 of the Company; and

         (b)     the total of the capital and revenue reserves of the Group
                 (including any share premium account, capital redemption
                 reserve and credit balance on the combined profit and loss
                 account) but excluding sums set aside for taxation and amounts
                 attributable to outside shareholders in subsidiaries of the
                 Company and deducting any debit balance on the combined profit
                 and loss account except to the extent that such deductions
                 have already been made

         all as shown in the then latest audited balance sheet of the Group,
         but adjusted as may be necessary in respect of any variation in the
         paid up share capital or share premium account or capital redemption
         reserve of the Company since the date of its latest audited balance
         sheet.

86.2     For the purposes of this article:-

         (a)     the amount outstanding in respect of acceptances by any member
                 of the Group or by any bank or accepting house under any
                 acceptance credit opened on behalf of any member of the Group
                 (not being acceptances in relation to the purchase of goods in
                 the ordinary course of business) shall be taken into account
                 as moneys borrowed;

         (b)     moneys borrowed for the purpose of repaying the whole or any
                 part of any moneys previously borrowed and then outstanding
                 (including any premium payable on final repayment thereof) and
                 applied for that purpose within four months of such borrowing
                 shall not, pending such application, be taken into account as
                 moneys borrowed; and





                                       21
<PAGE>   22
         (c)     the principal amount (including any premium payable on final
                 repayment) of any debentures issued in whole or in part for a
                 consideration other than cash shall be taken into account as
                 moneys borrowed by the member of the Group issuing the same.

86.3     Where the aggregate principal amount of borrowings required to be
         taken into account for the purposes of this article on any particular
         date is being ascertained any of such moneys denominated or repayable
         in a currency other than sterling shall be converted for the purpose
         of calculating the sterling equivalent at the rate of exchange
         prevailing on such date in London provided that any of such moneys
         shall be converted at the rate of exchange prevailing in London six
         months before such date if thereby such aggregate amount would be less
         (and so that for this purpose the rate of exchange shall be taken as
         the middle market rate as at the close of business).

86.4     A certificate or report by the Auditors for the time being of the
         Company as to the amount of the adjusted capital and reserves or the
         amount of any borrowings or to the effect that the limit imposed by
         this article has not been or will not be exceeded at any particular
         time or times shall be conclusive evidence of such amount or fact for
         the purposes of this article.

86.5     No debt incurred or security given in respect of moneys borrowed or to
         be taken into account as moneys borrowed in excess of the aforesaid
         limit shall be invalid or ineffectual except in the case of express
         notice to the lender or the recipient of the security at the time when
         the debt was incurred or security given that the limit hereby imposed
         had been or was thereby exceeded, but no lender or other person
         dealing with the Company shall be concerned to see or enquire whether
         such limit is observed.

87.      If any uncalled capital of the Company is included in or charged by
any mortgage or other security, the directors may delegate to the person in
whose favour such mortgage or security is executed, or to any other person in
trust for him, the power to make calls on the members in respect of such
uncalled capital, and to sue in the name of the Company or otherwise for the
recovery of moneys becoming due in respect of calls so made and to give valid
receipts for such moneys, and the power so delegated shall subsist during the
continuance of the mortgage or security, notwithstanding any change of
directors, and shall be assignable if expressed so to be.

88.      All cheques, promissory notes, drafts, bills of exchange, and other
instruments whether negotiable or transferable or not, 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 may
from time to time by resolution determine.

                        DELEGATION OF DIRECTORS' POWERS

89.      The directors may delegate any of their powers:-

         (a)     to any Managing Director or any director holding any other
                 executive office; and

         (b)     to any committee consisting of one or more directors  or to
                 any committee consisting of directors and co-opted persons not
                 being directors.

Subject to the above the delegation may be made subject to any conditions the





                                       22
<PAGE>   23
directors may impose, and either collaterally with or to the exclusion of their
own powers and may be varied or revoked. Subject to any such conditions and the
above, the proceedings of a committee with two or more members shall be
governed by the articles regulating the proceedings of directors so far as they
apply.

90.      The directors may from time to time, and at any time, appoint any
corporation, firm or person, or any fluctuating body of persons, whether
nominated directly or indirectly by the directors, to be the agent 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 appointment may contain such provisions for the protection
and convenience of persons dealing with any such agent as the directors may
think fit, and may also authorise any such agent to sub-delegate all or any of
the powers, authorities and discretions vested in him.

91.      The directors may cause to be kept in any part of Her Majesty's
Dominions outside the United Kingdom, the Channel Islands or the Isle of Man in
which the Company transacts business a branch register or registers of members
resident in such part of the said Dominions, and the directors may (subject to
the provisions of the Acts) make and vary such regulations as they may think
fit respecting the keeping of any such register.

                    APPOINTMENT AND RETIREMENT OF DIRECTORS

92.      At each annual general meeting one-third of the directors including
the Managing Director and any director holding any other executive office for
the time being who are subject to retirement by rotation or, if their number is
not three or a multiple of three, then the number nearest to but not exceeding
one-third shall retire from office; but, if there are only two directors
subject to retirement by rotation, one of them shall retire and if there is
only one director who is subject to retirement by rotation, he shall retire.
Subject to article 98, a director retiring at a meeting aforesaid shall retain
office until the dissolution of that meeting.

93.      Subject to the provisions of the Acts, the directors to retire by
rotation shall be those who have been longest in office since their last
appointment or reappointment, but as between persons who became or were last
reappointed directors on the same day those to retire shall (unless they
otherwise agree among themselves) be determined by lot.

94.      If the Company, at the meeting at which a director retires by
rotation, does not fill the vacancy the retiring director shall, if willing to
act, be deemed to have been reappointed unless at the meeting it is resolved
not to fill the vacancy or unless a resolution for the reappointment of the
director is put to the meeting and lost.

95.      No person other than a director retiring at a meeting shall, unless
recommended by the directors, be appointed or reappointed a director at any
general meeting unless, not less than seven nor more than a maximum of
forty-two days before the date appointed for the meeting, notice executed by a
member qualified to vote at the meeting (not being the person to be proposed)
has been given to the Company of the intention to propose that person for
appointment or reappointment stating the particulars which would, if he were so
appointed or reappointed, be required to be included in the Company's register
of directors together with notice executed by the person being proposed of his
willingness to be appointed.

96.      Subject to article 95 the Company may by ordinary resolution appoint a





                                       23
<PAGE>   24
person to be a director either to fill a vacancy or as an additional director
and may also determine the rotation in which any additional directors are to
retire.

97.      The directors may appoint a person to be a director, either to fill a
vacancy or as an additional director, provided that the appointment does not
cause the number of directors to exceed any number fixed by or in accordance
with the articles as the maximum number of directors. A director so appointed
shall hold office only until the next following annual general meeting and, if
not then reappointed, shall vacate office and shall not be taken into account
in determining the directors or the number of directors who are to retire by
rotation at the meeting.

98. Subject to the provisions of these articles, the Company at the meeting at
which a director retires in manner aforesaid may fill the vacated office by
electing a person thereto and in default the retiring director shall, if
willing to continue to act, be deemed to have been re-elected, unless at such
meeting it is expressly resolved not to fill such vacated office or unless a
resolution for the re-election of such director shall have been put to the
meeting and lost.

99.1     Any contract of employment entered into by a director with the Company
         shall not include a term that it is to be for a period exceeding five
         years unless such term is first approved by ordinary resolution.

99.2     Any provisions of the Acts which but for this Article, would have the
         effect of rendering any person ineligible for appointment as a
         Director or liable to vacate office as a Director on account of his
         having reached any specified age, or of requiring special notice or
         any other special formality in connection with the appointment of any
         Director over a specified age, shall not apply to the Company.

                   DISQUALIFICATION AND REMOVAL OF DIRECTORS

100.     Without prejudice to the provisions of the Acts, the Company may, by
special resolution or by ordinary resolution of which special notice has been
given in accordance with the Acts, remove a director before the expiration of
his period of office (but such removal shall be without prejudice to any claim
such director may have for breach of any contract of service between him and
the Company) and may, by ordinary resolution, appoint another person in his
stead. The person so appointed shall be subject to retirement at the same time
as if he had become a director on the day on which the director in whose place
he is appointed was last appointed or reappointed a director.

101.     Without prejudice to the provisions for retirement by rotation
contained herein the office of a director shall be vacated if:-

         (a)     he ceases to be a director by virtue of any provision of the
                 Acts or is removed from office pursuant to these articles; or

         (b)     he becomes prohibited by law from being a director; or

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

         (d)     an order is made by a court of competent jurisdiction by
                 reason of his mental disorder for his detention or for the
                 appointment of any person to exercise powers with respect to
                 his property or affairs; or





                                       24
<PAGE>   25
         (e)     not being a director whose contract of employment precludes
                 resignation, he resigns his office by notice to the Company;
                 or

         (f)     he shall for more than six months have been absent without
                 permission of the directors from meetings of directors held
                 during that period and his alternate director (if any) shall
                 not during that period have attended any such meeting in his
                 stead and the directors resolve that his office be vacated; or

         (g)     if he shall be removed from office by notice in writing served
                 upon him signed by all his co-directors and all of the other
                 directors are not less than three in number, but so that if he
                 holds an appointment to an executive office which thereby
                 automatically determines such removal shall be deemed to be an
                 act of the Company and shall have effect without prejudice to
                 any claim for damages for breach of any contract of service
                 between him and the Company.

                           REMUNERATION OF DIRECTORS

102.     The directors shall be entitled to directors' fees in aggregate not
exceeding ,50,000 per annum, or such other higher amount as the Company by
ordinary resolution may from time to time determine, which shall (unless
otherwise determined by the resolution by which it is voted) be divided between
the directors as they may agree or, failing agreement, equally. The directors'
remuneration shall be deemed to accrue from day to day. The directors shall
also be entitled to be paid all travelling, hotel and other expenses properly
incurred by them in connection with the business of the Company, or in
attending and returning from meetings of the directors or of committees of the
directors or general meetings.

103.     Any director who serves on any committee or who devotes special
attention to the business of the Company, or who otherwise performs services
which in the opinion of the directors are outside the scope of the ordinary
duties of a director, may be paid such extra remuneration by way of salary,
participation in profits or otherwise as the directors may determine.

                     DIRECTORS' APPOINTMENTS AND INTERESTS

104.     The directors may from time to time appoint any one or more of their
body to be a Managing Director or to be the holder of any other executive
office on such terms as they think fit, and may revoke or vary any such
appointment. The appointment of a Managing Director or of a director to any
executive office as aforesaid shall automatically be terminated if in either
case he ceases for any reason to be a director. Any revocation or termination
of any such appointment shall be without prejudice to any claim for breach of
any contract between the director and the Company.  A Managing Director or a
director appointed to such other executive office as aforesaid shall receive
such remuneration (whether by way of salary, commission, participation in
profits and partly in one way and partly in another or others, or otherwise) as
the directors may determine.

105.     The directors may entrust to and confer upon any director appointed to
any such executive office any of the powers exercisable by them as directors,
other than the power to make calls or forfeit shares, upon such terms and
conditions and with such restrictions as they think fit, and either
collaterally with or to the exclusion of their own power, and may from time to
time revoke, withdraw, alter or vary all or any of such powers.

106. A director, including an alternate director, may hold any other office or
place of profit under the Company (other than the office of auditor of the





                                       25
<PAGE>   26
Company or any subsidiary of the Company) in conjunction with his office of
director for such period and upon such terms as the directors may determine,
and may act in a professional capacity to the Company, on such terms as to
tenure of office, remuneration and otherwise as the directors may determine.

107.     Subject to the Acts and to the provisions of these articles, no
director or intending director, including an alternate director, shall be
disqualified by his office from contracting with the Company either with regard
to his tenure of any other office or place of profit, or as vendor, purchaser
or otherwise, nor shall any such contract, or any contract or arrangement
entered into by or on behalf of the Company in which any director is in any
way, whether directly or indirectly, interested, be liable to be avoided, nor
shall any director so contracting or being so interested be liable to account
to the Company for any remuneration, profit or other benefit realised by any
such contract or arrangement, by reason of such director holding that office or
of the fiduciary relation thereby established.

108.     Any director, including an alternate director, may continue to be or
become a director or other officer or member of or otherwise interested in any
other company promoted by the Company or in which the Company may be
interested, as a member or otherwise, or which is a holding company of the
Company or a subsidiary of any such holding company, and no such director shall
be accountable for any remuneration or other benefits received by him as a
director or other officer or member of, or from his interest in, any such other
company. The directors may exercise the voting power conferred by the shares of
any other company held or owned by the Company or exercisable by them as
directors of any such holding company or subsidiary in such manner in all
respects as they think fit (including the exercise thereof in favour of any
resolution appointing themselves or any of them directors or other officers of
such company, or voting or providing for the payment of remuneration to the
directors or other officers of such company).

109.     A director, including an alternate director, who is to his knowledge
in any way, whether directly or indirectly, interested in a contract or
arrangement or proposed contract or arrangement with the Company shall declare
the nature of his interest at a meeting of directors. In the case of a proposed
contract or arrangement the declaration shall be made at the meeting of the
directors at which the question of entering into the contract is first taken
into consideration if he knows his interest then exists, or, if the director
was not at the date of that meeting interested in the proposed contract or
arrangement, at the next meeting of directors held after he became so
interested if he knows his interest then exists. In a case where the director
becomes interested in a contract or arrangement after it is made or becomes
aware of his interest the declaration shall be made at the first meeting of the
directors held after the director becomes so interested or knows that he is or
has become so interested. In a case where the director is interested in a
contract or arrangement which has been made before he was appointed a director
the declaration shall be made at the first meeting of the directors held after
he is so appointed.

110.     For the purposes of the last preceding article a general notice given
         to the directors by any director to the effect that:-

(a)      he is a member of any specified company or firm and is to be regarded
         as interested in any contract or arrangement which may, after the date
         of the notice, be made with the Company or firm; or

(b)      he is to be regarded as interested in any contract or arrangement
         which may after the date of the notice be made with a specified person
         who is connected with him





                                       26
<PAGE>   27
(if such director shall give the same at a meeting of the directors or shall
take reasonable steps to secure that it is brought up and read at the next
meeting of the directors after it is given) shall be deemed a sufficient
declaration of interest in relation to any contract so made.

                       DIRECTORS' GRATUITIES AND PENSIONS

111.     The directors may establish and maintain, or procure the establishment
and maintenance of, any pension or superannuation funds (whether contributory
or otherwise) for the benefit of, and give or procure the giving of donations,
gratuities, pensions, allowances and emoluments to, any persons who are or were
at any time in the employment or service of the Company, or of any company
which is a subsidiary of the Company or is allied to or associated with the
Company or any such subsidiary or of any of the predecessors in business of the
Company or any such other company as aforesaid, or who may be or have been
directors or officers of the Company or of any such other company as aforesaid
and who hold or have held executive positions or agreements for service with
the Company or any such other company as aforesaid,and the wives, widows,
families, connections and dependants of any such persons, and also establish,
subsidise and subscribe to any institutions, associations, societies, clubs or
funds calculated to be for the benefit of, or to advance the interests and
well-being of the Company or of any such other company as aforesaid, or of any
such person as aforesaid, and make payments for or towards the insurance of any
such person as aforesaid and subscribe or guarantee money for charitable or
benevolent objects, or for any exhibition or for any public, general or useful
object, and do any of the matters aforesaid either alone or in conjunction with
any such other company as aforesaid. Subject to particulars with respect to the
proposed payment being disclosed to the members of the Company and to the
proposal being approved by the Company by ordinary resolution, if the Acts
shall so require, any director who holds or has held any such executive
position or agreement for services shall be entitled to participate in and
retain for his own benefit any such donation, gratuity, pension, allowance or
emolument.

                           PROCEEDINGS OF DIRECTORS 

112.     The directors may regulate their proceedings as they think fit. A
director may, and the secretary at the request of a director shall, call a
meeting of the directors. It shall not be necessary to give notice of a meeting
to a director who is absent from the United Kingdom. Any director may waive
notice of any meeting and such waiver may be retrospective. Questions arising
at a meeting shall be decided by a majority of votes. In case of an equality of
votes, the chairman of the meeting shall have a second or casting vote. Every
person acting as an alternate director shall have one vote for each director
for whom he acts as alternate (in addition to his own vote if he is also a
director). The signature of an alternate director to any resolution in writing
of the directors or a committee of the directors shall, unless the notice of
his appointment provides to the contrary, be as effective as the signature of
his appointor.

113.     The quorum for the transaction of the business of the directors may be
fixed by the directors and unless so fixed at any other number shall be two. An
alternate director who is not himself a director shall be counted in the
quorum. Any director or member of a committee of the directors may participate
in a meeting of the directors or such committee by means of conference
telephone or similar communications equipment whereby all persons participating
in the meeting can hear each other and participation in the meeting in such
manner shall be deemed to constitute presence in person at such meeting and
that person shall be entitled to vote or be counted in a





                                       27
<PAGE>   28
quorum accordingly.  Such 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.

114.     The continuing directors or a sole continuing director may act
notwithstanding any vacancies in their number, but, if the number of directors
is less than the number fixed by or in accordance with these articles, the
continuing directors or director, notwithstanding that the number of directors
is below the number fixed by or in accordance with these articles as the quorum
or that there is only one continuing director, may act only for the purpose of
filling vacancies or of calling a general meeting of the Company but not for
any other purpose.

115.     The directors may appoint one or more of their number to be the
chairman or the deputy chairman of the board of directors and may at any time
remove any director so appointed from office and appoint another director in
his place. The director appointed as chairman, or, in his absence, as deputy
chairman shall preside at every meeting of directors at which he is present,
but if there is no director holding either such office, or if no director
holding either such office is present within five minutes after the time
appointed for the meeting the directors present may appoint one of their number
to be chairman of the meeting.

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

117.1     A resolution in writing executed by all the directors for the time
          being entitled to receive notice of a meeting of directors or by all
          the members for the time being of a committee of directors (not being
          less, in either case, than a quorum) shall be as valid and effectual
          as if it had been passed at a meeting of directors or (as the case
          may be) a committee of directors duly convened and constituted. Such
          resolution may be contained in one document or in several documents
          in the like form each signed by one or more directors or members of
          the committee concerned.

117.2     All or any of the members of the Board or any committee of the Board
          may participate in a meeting of the Board or that committee by means
          of a conference telephone or any communication equipment which allows
          all persons participating in the meeting to hear each other. A person
          so participating shall be deemed to be present in person at the
          meeting and shall be entitled to vote or be counted in a quorum
          accordingly. Such a meeting shall be deemed to take place where the
          largest group of those participating has assembled, or, if there is
          no such group, where the Chairman of the meeting then is.

118.1     Save as otherwise provided by these articles, a director shall not
          vote (nor be counted in the quorum) on any resolution of the
          directors or a committee of the directors in respect of any contract
          or arrangement in which he (together with any persons connected with
          him) is to his knowledge materially interested, and if he shall do so
          his vote shall not be counted, but this prohibition shall not apply
          to any of the following matters, namely:-





                                       28
<PAGE>   29
           (i)   any contract or arrangement for giving to such director any
                 security, guarantee or indemnity in respect of money lent by
                 him or obligations undertaken by him at the request of or for
                 the benefit of the Company or any of its subsidiary
                 undertakings;

          (ii)   any contract or arrangement for the giving by the Company of
                 any security to a third party in respect of a debt or
                 obligation of the Company or any of its subsidiary
                 undertakings which the director has himself guaranteed or
                 secured in whole or in part;
         (iii)   any contract or arrangement by a director to subscribe for
                 shares, debentures or other securities of the Company
                 issued or to be issued pursuant to any offer or
                 invitation to members or debenture holders of the
                 Company or any class thereof or to the public or any
                 section thereof, or to underwrite any shares,
                 debentures or other securities of the Company;

          (iv)   any contract or arrangement in which he is interested
                 by virtue of his interest in shares or debentures or
                 other securities of the Company or by reason of any
                 other interest in or through the Company;

           (v)   any contract or arrangement concerning any other company (not
                 being a company in which the director and any persons
                 connected with him do not to his knowledge hold an interest in
                 shares, as that term is used in sections 198 to 211 Companies
                 Act 1985  representing one per cent or more of any class of
                 the equity share capital of, or the voting rights in, such
                 company) in which he is interested directly or indirectly
                 whether as an officer, share- holder, creditor or otherwise
                 howsoever;

          (vi)   any proposal concerning the adoption, modification or
                 operation of a pension fund or retirement death or disability
                 benefits scheme which relates both to directors and employees
                 of the Company or of any of its subsidiaries and does not
                 provide in respect of any director as such any privilege or
                 advantage not accorded to the employees to which such scheme or
                 fund relates;

         (vii)   any arrangement for the benefit of employees of the Company or
                 of any of its subsidiaries under which the director benefits in
                 a similar manner as the employees and which does not accord to
                 any director as such any privilege or advantage not accorded to
                 the employees to whom such arrangement relates;

        (viii)   any proposal, contract, transaction or arrangement concerning
                 the purchase  or maintenance of insurance for the benefit of
                 the directors or for the benefit of persons who include
                 directors.

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





                                       29
<PAGE>   30
118.3     Where a company in which a director holds one per cent. or more is
materially interested in a transaction, then that director shall also be deemed
materially interested in such transaction.

119.      A director shall not be counted in the quorum present at a meeting in
relation to a resolution on which he is not entitled to vote.

120.      The Company may by ordinary resolution suspend or relax to any
extent, either generally or in respect of any particular matter, any provision
of the articles prohibiting a director from voting at a meeting of directors or
of a committee of directors and may ratify any transactions not duly authorised
by reason of a contravention of these articles.

121.      Where proposals are under consideration concerning the appointment
including the arrangement or variation of the terms thereof or the termination
thereof of two or more directors to offices or employments with the Company or
any body corporate in which the Company is interested the proposals may be
divided and considered in relation to each director separately and (provided he
is not for another reason precluded from voting) each of the directors
concerned shall be entitled to vote and be counted in the quorum in respect of
each resolution except that concerning his own appointment or the arrangement
or variation of the terms thereof or the termination thereof.

122.      If a question arises at a meeting of directors or of a committee of
directors as to the right of a director other than the chairman of the meeting
to vote or be counted in a quorum, the question may, before the conclusion of
the meeting, be referred to the chairman of the meeting and his ruling in
relation to any director other than himself shall be final and conclusive
except in a case where the nature or extent of the interest of the director
concerned as known to such director has not been fairly disclosed to the
directors. If any question as aforesaid shall arise in respect of the chairman
of the meeting such question shall be decided by a resolution of the directors
(for which purpose such chairman shall be counted in the quorum but shall not
vote thereon) and such resolution shall be final and conclusive except in a
case where the nature or extent of the interest of such chairman as known to
such chairman has not been fairly disclosed to the directors.

                                    MINUTES

123.      The directors shall cause minutes to be made in books kept for the
purpose:-

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

          (b)    of the names of the directors present at each meeting of
                 directors and of any committee of directors;

          (c)    of all resolutions and proceedings at meetings of the Company
                 and of the holders of any class of shares in the Company and
                 of the directors and of committees of directors.

                                   SECRETARY

124.      The secretary shall be appointed by the directors for such term, at
such remuneration and upon such conditions as they think fit and any secretary
so appointed may be removed by the directors.

125.      Anything by the Acts required or authorised to be done by or to the
secretary may, if the office is vacant or there is for any other reason no
secretary capable of acting, be done by or to any assistant or deputy





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secretary or, if there is no assistant or deputy secretary capable of acting,
by or to any officer of the Company authorised generally or specially in that
behalf by the directors: provided that any provision of the Acts or of these
articles requiring or authorising a thing to be done by or to a director and
secretary shall not be satisfied by its being done by or to the same person
acting both as director and as, or in the place of, the secretary.

                                    THE SEAL

126.      The Company may have a seal if it so resolves.  In such case the
directors shall provide for the custody of every seal.  The seal shall only be
used by the authority of the directors or of a committee of directors
authorised by the directors in that behalf. The directors may determine who
shall sign any instrument to which the seal is affixed and unless otherwise so
determined it shall be signed by a director and by the secretary or by a second
director. Any instrument to which an official seal is affixed need not, unless
the directors for the time being otherwise determine or the law otherwise
requires be signed by any person.

                                   DIVIDENDS

127.      Subject to the provisions of the Acts the Company may by ordinary
resolution declare dividends to be paid to members in accordance with the
respective rights and their interests in the profits available for
distribution, but no dividend shall exceed the amount recommended by the
directors.

128.      Subject to the provisions of the Acts and of these articles, the
directors may pay interim dividends if it appears to them that they are
justified by the profits of the Company available for distribution. If the
share capital is divided into different classes, the directors may pay interim
dividends on shares which confer deferred or non-preferred rights with regard
to dividend as well as on shares which confer preferential rights with regard
to dividend, but no interim dividend shall be paid on shares carrying deferred
or non-preferred rights if, at the time of payment, any preferential dividend
is in arrear. The directors may also pay at intervals settled by them any
dividend payable at a fixed rate if it appears to them that the profits
available for distribution justify the payment. Provided the directors act in
good faith they shall not incur any liability to the holders of shares
conferring preferred rights for any loss they may suffer by the lawful payment
of an interim dividend on any shares having deferred or non-preferred rights.

129.      Except as otherwise provided by the rights attached to or the terms
of issue of shares, all dividends shall be declared and paid on the Ordinary
Share capital according to the amounts paid up on such shares otherwise than in
advance of calls on which the dividend is paid. Subject as aforesaid, all
dividends shall be apportioned and paid proportionately to the amounts paid up
on the shares otherwise than in advance of calls during any portion or portions
of the period in respect of which the dividend is paid.

130.      The directors may deduct from any dividend or other moneys payable to
any member on or in respect of any share any moneys presently payable by him to
the Company on account of calls or otherwise in respect of shares of the
Company.


131.1     A general meeting declaring a dividend may, upon the recommendation
          of the directors, direct that it shall be satisfied wholly or partly
          by the distribution of specific assets and in particular of paid-up
          shares or debentures of any other company and, where any difficulty





                                       31
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          arises in regard to the distribution, the directors may settle the
          same and in particular may issue fractional certificates or authorise
          any person to sell and transfer any fractions or may ignore fractions
          altogether and may fix the value for distribution purposes of any
          such specific assets and may determine that cash shall be paid to any
          member upon the footing of the value so fixed in order to secure
          equality of distribution and may vest any such specific assets in
          trustees.

131.2.1          The Directors may, with the sanction of an Ordinary Resolution
                 of the Company, offer holders of Ordinary Shares the right to
                 elect to receive in respect of all or part of their holdings
                 of Ordinary Shares additional Ordinary Shares in the Company,
                 credited as fully paid, instead of cash in respect of all or
                 part of such dividend or dividends whether interim or final
                 and (subject to the following provisions of this article) upon
                 such terms and conditions and in such manner as may be
                 specified in such Ordinary Resolution and otherwise as the
                 Directors may determine.  Any such resolution may specify a
                 particular dividend and/or all of any dividends (or part of
                 such dividends) declared or paid within a specified period,
                 but no such period may end later than the beginning of the
                 Annual General Meeting in the calendar year next following the
                 date on which such Ordinary Resolution is passed.

131.2.2          When any such right of election is offered to the holders of
                 Ordinary Shares pursuant to this Article, the Directors shall
                 make such offer to such holders in writing (conditionally if
                 the necessary Ordinary Resolution has yet to be passed, upon
                 such resolution being passed) and shall make available to or
                 provide such holders with forms of election (in such form as
                 the Directors may approve) whereby such holders may exercise
                 such right and shall notify such holders of the procedure to
                 be followed and of 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.

131.2.3          Each holder of Ordinary Shares who elects to receive
                 additional Ordinary Shares in the Company under a right
                 offered to him pursuant to this Article shall be entitled to
                 receive such whole number of additional Ordinary Shares as is
                 as nearly as possible equal in value (calculated on the basis
                 of the Market Value of an additional Ordinary Share in the
                 Company) to (but not in excess of) the cash amount that such
                 holder would otherwise have received by way of dividend. For
                 the purposes of this Article, the "Market Value" of an
                 additional Ordinary Share in the Company shall be the average
                 of the prices at which business is done in the Ordinary Shares
                 (derived from the Daily Official List of the London Stock
                 Exchange) on such five consecutive dealing days as the
                 Directors shall determine (save that the first of such dealing
                 days shall be on or after the day when the issued Ordinary
                 Shares in the Company are first quoted "ex" the relevant
                 dividend, unless no business is done during such dealing days,
                 when in that case the first of such dealing days should be the
                 latest practicable date at least five days prior to the date
                 when the issued Ordinary Shares in the Company are first
                 quoted "ex" the relevant dividend when business is done in the
                 Ordinary Shares) or the nominal value of an Ordinary Share in
                 the Company (whichever is the higher).

131.2.4          Following an election by holders of Ordinary Shares in
                 accordance with this article, the relevant dividend (or that
                 part of a





                                       32
<PAGE>   33
                 dividend in respect of which a right of election has been
                 offered) shall not be payable on the Ordinary Shares issued
                 pursuant to the election but in lieu thereof, the Directors
                 shall capitalise out of any undistributed profits of the
                 Company not required for paying any preferential dividend
                 (whether or not they are available for distribution) or out of
                 any sum standing to the credit of the Company's share premium
                 account or capital reserves (including any capital redemption
                 reserve), as the Directors may determine a sum equal to the
                 aggregate nominal value of the number of additional Ordinary
                 Shares required to be allotted to the holders of Ordinary
                 Shares who have made such election and shall apply such sum in
                 paying up in full such number of additional Ordinary Shares
                 and shall allot and distribute the same to and amongst such
                 holders on the basis set out in sub-clause 3 of this article
                 save that the foregoing provisions of this paragraph shall be
                 subject to any right of the Directors under these articles to
                 retain any dividend or other monies payable on or in respect
                 of the Ordinary Shares of a particular member.

131.2.5          The additional new Ordinary Shares so allotted shall rank pari
                 passu with the fully paid Ordinary Shares in the Company then
                 in issue save that they shall not be entitled to participate
                 in the dividend in relation to which the relevant election was
                 made.

131.2.6          A resolution of the Directors capitalising any part of the
                 reserves or profits hereinbefore mentioned shall have the same
                 effect as if such capitalisation had been declared by Ordinary
                 Resolution of the Company in accordance with these Articles
                 and in relation to any such capitalisation the Directors may
                 exercise all the powers, other than the powers to allot
                 fractional shares, conferred on them by Article 136 without
                 the need for any such Ordinary Resolution.

131.2.7          The Directors may at their discretion make any rights of
                 election offered pursuant to this Article subject to such
                 exclusions or arrangements as they may consider necessary or
                 expedient to deal with any legal or other difficulties which
                 would or may otherwise arise under laws of, or the
                 requirements of any recognised regulatory body or any stock
                 exchange in, any territory.
131.2.8          Every duly effected election shall be binding on every
                 successor in title to the Ordinary Shares or any of the
                 members who have effected the same.

132.      Any dividend or other monies payable in cash or in respect of a share
may be paid by cheque, or other instrument sent through the 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 of members or to such person and to
such address as the person or persons entitled may in writing direct.  Every
such cheque, warrant or other 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.  Any such cheque, warrant or other
instrument may be crossed "account payee only" although the Company shall not
be obliged to do so.  Any such dividend or other monies may also be paid by any
bank or other funds transfer system as the directors may consider appropriate
and to or through such person as the person or persons entitled thereto may in
writing director and the Company shall have no responsibility for any such
dividend or other monies lost or delayed in the course of such transfer or when
it is acted upon such direction.  Payment of the cheque,





                                       33
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warrant or other instrument by the bank upon whom it is drawn or transfer of
the funds by the bank instructed to make the same shall be a good discharge to
the Company.  Every such cheque, warrant or other instrument shall be sent and
every such transfer of funds shall be made at the risk of the person or persons
entitled to the money represented thereby.  If any such cheque, warrant or
other instrument has or shall be alleged to have been lost, stolen or
destroyed, the directors may at the request of the person entitled thereto
issue a replacement cheque, warrant or other instrument subject to compliance
with such conditions as to evidence and indemnity and the payment of such out
of pocket expenses incurred by the Company in connection with the request as
the directors may think fit.

133.      All unclaimed dividends or other moneys payable on or in respect of a
share may be invested or otherwise made use of by the directors for the benefit
of the Company until claimed.  No dividend or other moneys payable in
respect of a share shall bear interest against the Company unless otherwise
provided by the rights attached.  

134.      Any dividend which has remained unclaimed for twelve years from the 
date of declaration of such dividend or (if later) the date such dividend became
due for payment shall, if the directors so resolve, be forfeited and shall 
revert to the Company and the payment by the directors of any unclaimed 
dividend, interest or other sum payable on or in respect of a share into a 
separate account shall not constitute the Company a trustee in respect 
thereof.
                                    RESERVES

135.      The directors may before recommending any dividend, whether
preferential or otherwise, carry to reserve out of the profits of the Company
(including any premiums received upon the issue of debentures or other
securities of the Company) such sums as they think proper as a reserve or
reserves, which shall, at the discretion of the directors, be applicable for
any purpose to which the profits of the Company may properly be applied and,
pending such application, may at the like discretion either be employed in the
business of the Company or be invested in such investments (subject to the
provisions of the Acts) as the directors may from time to time think fit. The
directors may also, without placing the same to reserve, carry forward any
profits which they may think prudent not to distribute.

                           CAPITALISATION OF PROFITS

136. The directors may with the authority of an ordinary resolution of the
Company:-

          (a)    subject as hereinafter provided, resolve to capitalise any
                 undistributed profits of the Company not required for paying
                 any preferential dividend (whether or not they are available
                 for distribution) or any sum standing to the credit of the
                 Company's share premium account or capital redemption reserve;

          (b)    appropriate the sum resolved to be capitalised to the members
                 in proportion to the nominal amounts of the shares (whether or
                 not fully paid) held by them respectively which would entitle
                 them to participate in a distribution of that sum if it were
                 then distributable and it were distributed by way of dividend
                 and apply such sum on their behalf either in or towards paying
                 up the amounts, if any, for the time being unpaid on any
                 shares held by them respectively, or in paying up in full
                 unissued shares or debentures of the Company of a nominal
                 amount equal to that sum, and allot the shares or debentures
                 credited as fully paid to those





                                       34
<PAGE>   35
                 members, or as they may direct, in those proportions, or
                 partly in one way and partly in the other but the share
                 premium account, the capital redemption reserve, and any
                 profits which are not available for distribution may for the
                 purposes of this regulation, only be applied in paying up
                 unissued shares to be issued to members credited as fully
                 paid;

          (c)    resolve that any shares so allotted to any member in respect
                 of a holding by him of any partly paid shares shall so long as
                 such shares remain partly paid rank for dividend only to the
                 extent that the latter shares rank for dividend;

          (d)    where any difficulty arises in regard to any distribution
                 under this article the directors may settle the same as they
                 think expedient and in particular may issue fractional
                 certificates or authorise any person to sell and transfer any
                 fractions or may resolve that the distribution should be as
                 nearly as may be practicable in the correct proportion but not
                 exactly so or may ignore fractions altogether, and may
                 determine that cash payments shall be made to any members in
                 order to adjust the rights of all parties, as may seem
                 expedient to the directors;

          (e)    authorise any person to enter on behalf of all the members
                 concerned into an agreement with the Company providing for the
                 allotment to them respectively, credited as fully paid, of any
                 further shares or debentures to which they are entitled upon
                 such capitalisation, any agreement made under such authority
                 being binding on all such members; and

          (f)    generally do all acts and things required to give effect to
                 such resolution as aforesaid.

                                    NOTICES

137.      Any notice to be given pursuant to the articles shall be in writing
and the Company may give any such notice to a member either personally or by
sending it by post in a prepaid envelope addressed to the member at his
registered address or by leaving it at that address. In the case of joint
holders of a share, all notices shall be given to the joint holder whose name
stands first in the register of members in respect of the joint holding and
notice so given shall be sufficient notice to all the joint holders.

138.      A member whose registered address is not within the United Kingdom
and who gives to the Company an address within the United Kingdom at which
notices may be given to him shall be entitled to have notices given to him at
that address, but otherwise no such member shall be entitled to receive any
notice from the Company.

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

140.      Every person who becomes entitled to a share shall be bound by any
notice which, before his name is entered in the register of members, has been
given to the person from whom he derives his title.

141.      If at any time by reason of the suspension or curtailment of postal
services within the United Kingdom or any part thereof the Company is unable
effectively to convene a general meeting by notices sent through the post, a





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<PAGE>   36
general meeting may be convened by a notice advertised on the same date in at
least  one leading national daily newspapers with appropriate circulation and
such notice shall be deemed to have been duly served on all members entitled
thereto and persons entitled by transmission who are entitled to have notice of
the meeting served upon them 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 or such part thereof again becomes
practicable.

142.      A notice sent by the Company by first-class post shall be deemed to
have been given at the expiration of 24 hours after the envelope containing it
was posted and if sent by second class post shall be deemed to have been given
at the expiration of 72 hours after the envelope containing it was posted and
proof that the envelope containing the notice was properly addressed, prepaid
and posted shall be conclusive evidence that the notice was given.   A notice
given by advertisement shall be deemed to have been served on the day on which
the advertisement appears. Any notice delivered or left at a registered address
otherwise than by post shall be deemed to have been given on the day it was so
delivered or left.

143.      A notice or other document delivered or sent by post to the
registered address of a member pursuant to the articles shall, notwithstanding
that the member be then dead, bankrupt, mentally disordered or that any other
event has occurred and whether or not the Company has notice of the death,
bankruptcy mental disorder or other event be deemed to have been given in
respect of any share registered in the name of such member as sole or joint
holder unless before the day of posting (or if it is not sent by post before
the day of service or delivery) of the notice or document, his name has been
removed from the Register as the holder of the share, and such service or
delivery of such notice or document. A notice so given shall be deemed a
sufficient notice to all persons interested (whether jointly with or as
claiming through or under the member) in the share.

                                  RECORD DATES

144.      Notwithstanding any other provision of these articles but subject
always to the Act, the Company or the directors may by resolution specify any
date ("the Record Date") as the date at the close of business (or such other
time as the Directors may determine) on which persons registered as the holders
of shares or other securities shall be entitled to receipt of any dividend,
distribution, interest, allotment, issue notice, information, document or
circular and such Record Date may be on or at any time before the date on which
the same is paid or made or (in the case of any dividend, distribution,
interest, allotment or issue) at any time after the same is recommended,
resolved, declared or announced, but without prejudice to the rights inter se
in respect of the same of transferors and transferees of any such shares or
other securities.

                                    ACCOUNTS

145.      The accounting records shall be kept at the office, or (subject to
the provisions of the Acts) at such other place as the directors think fit, and
shall always be open to inspection by the officers of the Company. No member
(other than a director) shall have any right of inspection of any account or
book or document of the Company except as conferred by statute or authorised by
the directors or by the Company in general meeting.

146.      A printed copy of the directors' and auditors' reports accompanied by
printed copies of the balance sheet, profit and loss account and other
documents required by the Acts to be annexed to the balance sheet shall, not





                                       36
<PAGE>   37
less than twenty-one days before the general meeting before which they are to be
laid, be delivered or sent by post to the registered address of every member and
holder of debentures of the Company, and to the auditors for the time being of
the Company, and, if all or any of the shares in or debentures of the Company
are for the time being listed on any stock exchange, there shall at the same
time be forwarded to the secretary of such stock exchange such number of copies
of each of these documents as may be required by the regulations for the time
being of such stock exchange.  Provided that the Company need not, subject to
the provisions of the Acts and the regulations of the London Stock Exchange so
permitting and if the Board so decides, send the copies of such documents to
members, but instead send them a summary financial statement derived from the
Company's annual accounts and the directors' report, in such form and containing
such information as may be required by the Acts and provided further that copies
of the Company's annual accounts (together with the directors' report for the
financial year and the auditor's report on those accounts) shall be sent to any
Member who wishes to receive them and the Company shall comply with any
provisions of the Acts as to the manner in which it is to ascertain whether a
Member wishes to receive them.

                                   WINDING UP

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

                                   INDEMNITY

148.      Subject to the provisions of the Acts, every director or other officer
and auditor of the Company shall be indemnified out of the assets of the Company
against all costs, charges, expenses, losses and liabilities which he may
sustain or incur in or about the execution of his office or otherwise in
relation thereto. Pursuant to the provisions of Section 310(3) of the Companies
Act 1985 (as amended by the Companies Act 1989) the Company may for the purposes
of this Article purchase and maintain insurance to indemnify any director,
officer, manager or auditor of the Company, or any company which is a member of
the Group.





                                       37