EDAP TMS S.A.
 2002 20-F REPORT




                                  EXHIBIT 1
                   EDAP TMS S.A. ARTICLES OF ASSOCIATION
                  (ENGLISH VERSION - FOR INFORMATION ONLY)
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                                   EDAP TMS

                    A STOCK COMPANY (SOCIETE ANONYME)
                     WITH A CAPITAL OF EUROS 1,087,166.73
            HEAD OFFICE: PARC D'ACTIVITE- LA POUDRETTE LAMARTINE
                             4 RUE DU DAUPHINE
                         69120 VAULX EN VELIN - FRANCE




                    MEMORANDUM AND ARTICLES OF ASSOCIATION


                    including modifications regarding the
           "Loi NRE" and the adoption of an usual way of management




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                                    TITLE I

                     FORMATION - PURPOSE - CORPORATE NAME
                         REGISTERED OFFICES - DURATION


ARTICLE 1 - FORMATION OF THE COMPANY

A stock company exists between the owners of the shares created hereinafter and
those  which  could  be  created  at a later stage ; it is organized and exists
under the laws in force and under the following bylaws.


ARTICLE 2 - CORPORATE PURPOSES

The purpose of the Company is:

    -  the taking of financial interests  under  whatever form in all French or
       foreign groups, companies or businesses which  currently  exist or which
       may be created in the future, mainly through contribution,  subscription
       or  purchasing  of  shares,  obligations  or  other securities, mergers,
       holding companies, groups, alliances or partnerships ;

    -  the management of such financial interests ;

    -  the   direction,  management,  supervision  and  coordination   of   its
       subsidiaries and interests ;

    -  the provision  of  all  administrative,  financial,  technical  or other
       services ;

    -  and generally, all operations of whatever nature, financial, commercial,
       industrial,  civil,  relating  to property and real estate which may  be
       connected directly or indirectly,  in whole or in part, to the company's
       purposes  or to any similar or related  purposes  which  may  favor  the
       extension or development of said purpose.


ARTICLE 3 - CORPORATE NAME

The corporate name of the Company is:

                                   EDAP TMS


ARTICLE 4 - REGISTERED OFFICE

The registered office is fixed at: Parc d'activite La Poudrette Lamartine
4 rue du Dauphine - (F) 69120 Vaulx en Velin - France.

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It may be transferred  to  any other location within the department or a nearby
department  further  to  a  simple   resolution  from  the  Board,  subject  to
ratification by the earliest Ordinary General Meeting, and every other location
by virtue of a resolution from the Extraordinary Shareholders' General Meeting.
The Board may set up administrative seats,  subsidiaries,  offices and branches
in all places without any derogation related to the choice of  jurisdiction  as
provided in these bylaws.


ARTICLE 5 - DURATION

The duration of the Company is sixty (60) years as of the date of incorporation
of  the  Company  recorded  in  the  Trade  and  Corporate  Registry  unless an
anticipated  dissolution  or  a  prorogation is decide as provided for in these
bylaws.


                                   TITLE II

                              REGISTERED CAPITAL


ARTICLE 6 - REGISTERED CAPITAL

The registered capital is fixed at  the  amout  of  one  million  eighty  seven
thousand   one   hundred   sixty-six  Euros  and  seventy  three  cents  (Euros
1,087,166.73) divided into eight  million  three hundred and sixty-two thousand
eight  hundred  and  twenty-one (8,362,821) shares  with  a  nominal  value  of
thirteen cents (Euros 0.13) each, fully paid up.


ARTICLE 7 - INCREASE OF THE REGISTERED CAPITAL

The registered capital  may  be  increased  once  or  several times through the
creation of new shares, representing contributions in kind  or contributions in
cash, the transformation of available corporate reserves into shares or through
any  other mean by virtue of a resolution from the Extraordinary  Shareholders'
General  Meeting.  Such meeting shall fix the conditions for the issuing of new
shares within the framework  of  the legal provisions in force, or delegate its
powers for such purpose to the Board.  As a representation of capital increases
may be created, either shares similar to  the  existing  ones,  or  shares of a
totally different type which may, within the conditions provided by law,  grant
a  preferential  right or whatever privilege on the other shares. The Board has
all powers to negotiate,  if  any,  with  any  bank  or  financial syndicate to
facilitate or guarantee the issuance of shares as mentioned hereabove complying
with  any  legal  provision,  in  particular as far as preferential  rights  of
subscription for the benefit of the older shareholders are concerned.


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No capital increase in shares paid up in cash may however be implemented if the
existing capital has not been priorly  fully paid up. Capital increases must be
implemented within five years as of the date on which the Shareholders' General
Meeting has taken or authorized such resolution.

Capital increases may occur through the  issue  of  shares with a premium. That
premium of which the total amount shall have to be paid  at  the  time  of  the
subscription  of the shares shall not be regarded as a profit to be distributed
under operating  profit  ;  it  shall  represent  an  additional payment to the
capital  in  shares  and  shall belong exclusively to all shareholders,  except
otherwise provided for by the Ordinary or Extraordinary Shareholders' Meeting.

In case of an increase through  the issue of shares payable in cash, and unless
otherwise provided further to a resolution from the Extraordinary Shareholders'
General Meeting, the owners of existing  shares  who  have  duly contributed as
they were called up shall receive in proportion to the amount  of these shares,
a preferential right to subscribe to the new shares. The Board shall  determine
the  manner  in which that right shall be exercised and its validity period  in
compliance with  (French) law; it shall be negotiable under the same conditions
as the shares during the subscription.

Those shareholders who, due to the number of shares they hold, may not obtain a
new share or a full  number  of  new  shares,  shall  be  entitled  to group to
exercise their right but however no joint subscription may result from  such  a
grouping.


ARTICLE 8 - CAPITAL REDUCTION

The  Extraordinary Shareholders' General Meeting may also decide a reduction of
the  registered  capital  for  whatever  reason  and  in  whatever  manner,  in
particular  through  the reimbursement to the shareholders of a repurchasing of
the corporate shares or  the exchange of old shares by new shares, for the same
or a lower number of shares,  with  or  without the same nominal amount and, if
any, the obligation of selling or buying  old  shares to enable the exchange or
also through the payment of a balance in cash.

The General Meeting may also delegate to the Board  all powers to implement the
capital reduction.

The  Auditors shall be informed on the project of capital  reduction  at  least
forty  five  days prior to the Meeting. The General Meeting shall decide on the
report from the Auditors who shall provide their appreciation on the causes and
the conditions of the operation.

When losses do  not  motivate  the  capital  reduction,  creditors may within a
period of thirty days as of the date of the filing with the  Clerk of the Trade
Court of the minutes of the resolution from the General Meeting  who decided or
authorized  the reduction, oppose to the reduction. The opposition  is  brought
before the Trade Court.

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                                   TITLE III

                                    SHARES

ARTICLE 9 - PAYMENT OF THE SHARES

At the time of  capital  increase,  the shares to be subscribed in cash must be
paid up of at least one fourth at the  time of the subscription. The balance of
payments shall be paid within a maximum  of  five years, as of the day on which
the capital increase shall have become effective,  in  one or several times, at
the times and in the proportions determined by the Board.  The  calling  up  of
capital  contributions  shall be communicated to the shareholders by registered
letter at least fifteen days prior to the date fixed for each payment.

The shares contributed in  cash as part of the capital increases may be paid up
partly or totally through the compensation of a debt which is fixed, liquid and
due to the company.

The Board may authorize at any  time  the  shareholders to prepay the amount of
their shares which are not yet called up.

Should the shareholders not proceed with the  payments  on  the  set dates, the
interest of the amount of these payments shall run by law for each day of delay
at  a  rate of 12% per annum as of the date of payment fixed in the  registered
letter above mentioned and without a claim or formal notice being necessary.

If within  the  period fixed at the time of calling up the capital, some shares
have not been paid  up  from  the required payments, the Company may, one month
after a special formal individual notice notified to the defaulting shareholder
-  by  registered  letter  or  extra  judicial  writ  -  offer,  to  the  other
shareholders, the shares to be paid  up  by  registered  letter sent to each of
them.

To implement this preemptive right, the Board shall have,  upon  the expiration
of the fixed time limit, at the time of the calling up of capital,  to offer to
the shareholders the shares to be paid up by registered letter sent to  each of
them.

If  several  shareholders are purchasers, the shares shall be distributed among
them in proportion to their rights in the Company.

If such a proportional distribution is not possible, the remaining shares shall
be distributed through draw lots.

If within a time  limit  of  one  month further to the shareholders having been
warned, some shares are still not paid up, the Company may sale them within the
terms and conditions stipulated under Section L.228-27 of the French Commercial
Code through the decree of March 23, 1967 referred to for its application.


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The sale of the shares shall be carried in public auctions by a stock broker or
a public notary. For such purpose, the Company shall publish in a legal gazette
within the department of the registered  offices,  at least thirty days further
to the notice scheduled in the previous paragraph, a notice concerning the sale
of the shares. It shall inform the debtor and, if any,  its  co-debtors, of the
sale by a registered letter containing indications on the date  and  the  issue
number  of  the gazette in which the publication has been made. The sale of the
shares may not  take  place  less  than  fifteen day as from the sending of the
registered letter.

The Company shall be entitled to the net proceeds  of  the  sale  up to the due
amount and shall be deducted from the principal amount and interests due by the
defaulting  shareholder before the reimbursement of the costs incurred  by  the
company to realize  the  sale.  The  defaulting  shareholder  remains debtor or
benefits from the difference.

Upon  the  expiration  of  the  time limit as scheduled in the fifth  paragraph
above, the shares  not paid up from the required payments shall stop permitting
the admission and the voting rights  in  shareholders  meetings  and  shall  be
deducted  for  the  counting of the quorum. The right  to the dividends and the
preferential right of  subscription shall be suspended. If the shareholder pays
up the principal sum and  its  interests, he/she may ask for the payment of non
prescribed dividends but he/she may not exercise an action under a preferential
right of subscription to a capital  increase  after  the expiration of the time
limit fixed for the exercise of that right.


ARTICLE 10 - LEGAL FORM AND CONDITIONS OF VALIDITY OF SHARES

The shares are compulsorily issued by the Company as registered  shares and are
materialized through a registration into the accounts of the Company.

The share accounts are kept under the conditions and terms provided  by law, by
the Company or any other authorized Agent the name or denomination and  address
of   which  shall  be  published  in  the  "Bulletin  des  Annonces  Legales
Obligatoires" (Bulletin for compulsory legal announcements).

The share accounts mention:

   -  the  identification data of natural persons or legal entities in the name
      of whom  they  have  been  opened  and, if any, the legal nature of their
      rights or incapacities ;

   -  the name, the category, the number and,  if any, the nominal value of the
      registered shares ;

   -  the restrictions which may concern these shares  (pledge, escrow account,
      etc...).

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Whenever the shares are not fully paid upon subscription, the payments on these
shares are put in and witnessed as such by a certificate.

Each share gives right to a part of the ownership of the  Company's  assets, in
proportion with the number of issued shares. Besides, it gives right to  a part
of profits as stipulated under Article 27 hereinafter.

Shareholders  are only responsible up to the amount of shares they possess  and
above that amount,  any  calling  up  of  capital  is forbidden. They cannot be
subject  to  any  restitution of interests or dividends  which  were  regularly
distributed.


ARTICLE 11 - SHARE TRANSFERS

Shares may be freely  traded  under the conditions defined by law. In the event
of a capital increase, the shares may be traded from the completion thereof.

Shares shall remain negotiable  following  the Company's dissolution, and until
the closing of its liquidation.


ARTICLE 12 - INDIVISIUM OF SHARES - SEALS

In respect of the Company the shares are indivisible.  Joint  owners of a share
shall  be  represented  before the Company by a single person they  shall  have
appointed further to a common agreement.

Whenever  the ownership of  several  existing  shares  shall  be  necessary  to
exercise any  right  whatsoever  and in particular to exercise the preferential
right  as  hereabove  provided for, or  still,  in  the  case  of  exchange  or
attribution of the shares  further  to an operation such as: capital reduction,
capital increase by incorporation of reserves, merger, entitling to a new share
against providing existing shares, isolated  shares or shares in a number lower
than the one required shall grant no right to  the holder against the Company ;
shareholders  shall  be  personally  responsible  for  the  regrouping  of  the
necessary number of shares.

The  heirs,  representatives  or  creditors  of a shareholder  shall  under  no
circumstances whatsoever neither call for the seals on the Company's assets and
documents requesting the partition or the sale  by  auction  of  a  lot held by
indivisium,  nor interfere in whatever manner in its management ; they  must  -
for the exercise  of  their  rights - refer to the corporate inventories/ books
and the decisions from the General Meeting.

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All shares which form or shall  form  the  registered  capital  shall always be
assimilated to one another as regards tax costs. Consequently, all  duties  and
taxes  which  for  whatever reason could - with respect to any reimbursement of
capital of these shares,  or  more  generally, any distribution of their profit
become claimable for only some of them,  either  during  the  existence  of the
Company  or  during  its  winding-up,  shall  be  distributed  among all shares
representing  the  capital  at  the  time  of  that or those reimbursements  or
distributions in such a way that all current or  future  shares shall confer on
their  owners  - whilst taking into account the nominal amount  of  shares  and
rights not amortized  of  different  categories,  the same effective privileges
giving them the right of receiving the same net amount.


                                   TITLE IV
                           MANAGEMENT OF THE COMPANY


ARTICLE 13 - BOARD OF DIRECTORS


The Company is managed by a Board of Directors  made up of  individuals or legal
persons whose number is determined by the Ordinary  Shareholders  Meeting within
the limits provided for by the law.

A  legal  entity must, at the time of its appointment, designate an  individual
who will be  its  permanent  representative  at  the  Board  of  Directors. The
duration of the office of this permanent representative is the same  as that of
the Director legal body he/she represents. In the event the legal body  revokes
its  permanent representative, it must replace said representative immediately.
The same  rules  apply  in  case  of  death  or  resignation  of  the permanent
representative.

Each  Director  must own at least one share during his term of office.  However
there is no minimal  obligation  if  the  Director  is,  at  the  same  time, a
shareholder linked to the Company with an employment contract.


If  -  at  the  time  of  his/her  appointment  - the Director does not own the
requested number of shares or if during his/her term, he/she no longer owns the
requested  number  of  shares,  he/she  is  considered  to  have  automatically
resigned, if he/she has failed to regularize  his/her  situation  within  three
months.

The  Directors'  term  of office is for six years; one year being calculated as
the period in between two  consecutive  annual  Ordinary  General  Shareholders
Meetings. The tenure of a Director terminates at the end  of  the
Ordinary  General Shareholders Meeting which meets to vote upon the accounts of
the then preceding  fiscal year and is held in the year during which the office
of said Director comes to an end.

The Directors may always be re-elected, they may also be revoked at any time by
the Shareholders' General Meeting.

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An individual  person  cannot to hold more than five  positions as a member of a
Board of Directors or a member of a Supervisory Board in companies  registered
in France; the directorship held in controlled  companies (as defined by Section
L.233-16  of the  French  Commercial  Code) by the  Company,  are not taken into
account.

In case of death or  resignation  of one or  several  Director(s),  the Board of
Directors  may make (a)  provisional  appointment(s),  even  between two General
Shareholders Meetings.

Any such provisional appointment(s) made pursuant to the previous paragraph need
to be ratified by the next following Ordinary Shareholders' General Meeting.

Failing ratification,  the resolutions and acts approved beforehand by the Board
remain nonetheless valid.

When the number of  Directors  falls below the  compulsory  legal  minimum,  the
remaining  directors must summon  immediately the Ordinary General  Shareholders
Meeting, in order to reach the full complement of the Board.

Any Director  appointed in replacement of another  Director whose  tenurehas not
expired  remains in office only for the  remaining  duration of the tenureof his
predecessor.

An employee of the Company may be appointed as a Director.  His/her  contract of
employment must however  correspond to an effective  work. In this case,  he/she
does not loose the benefit of his/her employment contract.

The  number  of  Directors  who are also linked to the Company by an employment
contract can not exceed  one  third  of  the  Directors in office
or five members.

Directors  cannot be more than seventy  years old. In case one of the  Directors
reaches this limit during his/her  office,  the  saidDirector  is  automatically
considered as having resigned at the next General Shareholders Meeting.


ARTICLE 14 - MEETINGS OF THE BOARD

14.1

The Board of Directors meets as often as the interests of the Company require.

14.2

The  Chairman   summons  the  Directors  to  the  Meetings  of  the  Board.  The
notification of the Meetings may be made by all means, whether oral or written.

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Furthermore,  if there has not been a Board  Meeting for two months,  members of
the Board  representing  at least one third of the members of the Board,  or the
Chief Executive Officer,  may validly require the President to summon the Board.
In such a case, they must indicate the agenda for the meeting.

In  case  a  Labor  Committee  exists, the representatives of this committee  -
appointed pursuant to the Labor  Code - must be invited to every meeting of the
Board.

The meeting takes place either at  the  registered office or at any other place
in France or abroad.

14.3

For the resolutions of the Board of Directors to be valid, at least one half of
its members must be present.

Within  the  limits set out by Section L.225-37,  paragraph  3  of  the  French
Commercial Code and subject to the setting up of internal rules, the Board will
be entitled to  take  into  account  for  its  quorum  and  majority rules, the
participation of Directors by means of videoconference, still in respect of the
legal provisions.

Any decision granting options to purchase new or existing shares of the Company
to  a  Director  who  is  also  an employee, to the President or to  the  Chief
Executive Officer of the Company  (when  he/she is also a Director), within the
framework of an authorization given by the  Extraordinary Shareholders' General
Meeting, pursuant to Sections L.225-177 et seq.  of the French Commercial Code,
shall  be  taken  by a majority vote among the Directors  who  are  present  or
represented. The concerned Director as well as any other Director who is likely
to be granted similar options cannot take part in the vote.

The resolutions of  the  Board shall be taken at a majority vote ; in case of a
split decision, the President has casting vote.

14.4

Any Director may grant a proxy  -  even  by letter, telegram, telex or fax - to
any  other Director to represent him/her at  a  Board  Meeting;  however,  each
Director is not allowed to have more than one proxy per meeting.

14.5

The copies  or abstracts of the minutes of the Board of directors are certified
by the Chairman  of  the  Board,  the  Chief  Executive  Officer,  the Director
temporarily  delegated  in the duties of President or by a representative  duly
authorized for that purpose.

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ARTICLE 15 - POWERS OF THE BOARD

The Board of Directors defines  the  orientations of the Company's activity and
supervises their implementation. Within  the  limits  set  out by the corporate
purposes,  and the powers expressly granted by law to the General  Shareholders
Meeting, the Board may deliberate upon the business of the Company and take any
decisions thereof.


ARTICLE 16 - CHAIRMAN

The Board elects  one  of  its members as Chairman of the Board, who must be
an individual. The  Board  determines  the duration of the office of
the Chairman: it cannot exceed that of his/her office  as a Director. The Board
may  revoke  the  Chairman  at any time. The remuneration of  the  Chairman  is
decided by the Board of Directors.

The Chairman represents the Board  and  organizes  its work. The General
Shareholders'  Meeting must be informed of this  work,  by
the Chairman. The  Chairman  is  responsible  for  the  good functioning of the
Company's  organisation  and, in particular,  has  to  check  the
ability of the Board members to perform their mission.

Pursuant  to  Section  706-43  of the French  criminal  proceedings  Code,  the
Chairman may validly delegate to  any  person  he/she  chooses  the  powers  to
represent  the Company within the framework of criminal proceedings which might
be taken against the Company.

Just like any other Director, the Chairman cannot be over seventy years old. In
case   the   Chairman   reaches   this   limit   during   his/her
tenure, he/she will automatically be considered
as having resigned. However, his/her tenure is extended until the
next t  Board  of  Directors  Meeting, during which his successor
shall be appointed. Subject to this provision,  the  Chairman  of the Board may
also be re-elected.

ARTICLE 16 BIS - CHIEF EXECUTIVE OFFICER

The  general  management of the Company is performed, under his responsibility,
either by the Chairman  of  the  Board or by another individual, elected by the
Board and bearing the title of Chief Executive Officer.

The choice between these two methods  of  management  belongs  to the Board and
must be made as provided for by these bylaws.

Shareholders  and  third  parties  will  be  informed  of  this  choice in  the
conditions set out by the decree n{degree} 2002-803 of May, 3rd, 2002.

The  Chief  Executive Officer is vested with the most extensive powers  to  act
under all circumstances  on behalf of the Company, within the limits set out by
the corporate purposes, and  subject  to the powers expressly granted by law to
the Board of Directors and the General Shareholders Meeting.

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The Chief  Executive  Officer  represents  the Company with third  parties.  The
Company  is bound by the acts of the  Chief  Executive  Officer  overcoming  the
corporate  purposes,  unless  proven that the third party knew such act overcame
the  corporate  purposes  or could not ignore so in light of the  circumstances;
yet, the sole publication of the bylaws is not enough to constitute a sufficient
evidence thereof.

The  remuneration  of  the  Chief  Executive Officer is decided by the Board of
Directors. The Chief Executive Officer  can be revoked at any time by the Board
of Directors. If this revocation is not justified,  damages may be allocated to
the Chief Executive Officer, except when the Chief Executive  Officer  is  also
the Chairman of the Board.

The  Chief  Executive  Officer may not hold another position as Chief Executive
Officer or member of a Supervisory  Board  in  a  company  registered in France
except when (i) such company is controlled (as referred to in  Section L.233-16
of  the  French  Commercial Code) by the Company and (ii) when this  controlled
company's shares are not quoted on a regulated market.

The Chief Executive  Officer cannot be over seventy years old. In case the Chief
Executive  Officer  reaches  this  limit  during  his/her  tenure,  he/she  will
automatically  be  considered as having  resigned.  However,  his/her  tenure is
extended  until  the next  Board of  Directors  meeting,  during  which  his/her
successor shall be appointed.


ARTICLE 17 - DEPUTY CHIEF EXECUTIVE

Upon the Chief Executive Officer's proposal, the Board of Directors may appoint
one or several individual(s)  as  Deputy  Chief  Executive(s)  with  the aim of
assisting the Chief Executive Officer.

The  Deputy  Chief  Executive  may  be  revoked  at any time by the Board, upon
proposal of the Chief Executive Officer.

In agreement with the Chief Executive Officer, the  Board  of  Directors  shall
determine  the  scope  and duration of the powers delegated to the Deputy Chief
Executive. The remuneration  of  the  Deputy  Chief Executive is decided by the
Board of Directors.

Towards third parties, the Deputy Chief Executive  has  the  same powers as the
Chief Executive Officer, among which the ability to represent  the  Company  in
court.

The  Deputy Chief Executive Officer cannot be over seventy years old. In case a
Deputy  Chief  Executive  Officer would reach this limit during his/her office,
he/she would automatically  be  considered as having resigned. However, his/her
office is extended until the soonest  Board  of Directors meeting, during which
his/her successor shall be appointed.

In  any  case, the maximum number of Deputy Chief  Executive(s)  cannot  exceed
five.


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ARTICLE 18 - AGREEMENTS SUBJECT TO AUTHORIZATION

18.1

Securities,  endorsement  of  drafts and guarantees provided for by the Company
shall be authorized by the Board of Directors in compliance with the conditions
provided for by the law.

18.2

Any agreement to be entered into  - either directly or indirectly or through an
intermediary  -  between the Company  and  one  of  its  Directors,  its  Chief
Executive Officer  or  Deputy  Chief Executive, one of its shareholders holding
more  than  5% of the voting rights  or,  if  it  is  a  company,  the  company
controlling it  (as referred to in the Section L.233-3 of the French Commercial
Code) is subject  to  a prior authorization of the Board of Directors. The same
authorization applies to  the  agreements in which these persons are indirectly
interested.

Such prior authorization is not required for agreements which, even though they
are entered into by the above mentioned persons, concern usual operations which
have been entered into on standard  conditions.  Nevertheless,  such agreements
have  to be reported to the Chairman by the concerned person. Furthermore,  the
lists and purposes of these agreements shall be communicated by the Chairman to
the Board of Directors and to the Statutory Auditors.

The same  shall  apply  for agreements between the Company and another company,
whenever one of the Directors,  Chief  Executive  Officer(s)  or  Deputy  Chief
Executive(s) of the Company is the owner, a partner with unlimited liability, a
manager,  Director,  Chief  Executive Officer, member of the Executive Board or
Supervisory Board of said company.

The prior authorization of the  Board  of Directors is required pursuant to the
conditions provided for by law. It being specified that said director shall not
be taken into account for the quorum calculation  and  that  his/her vote shall
not be taken into consideration for the calculation of the majority.


ARTICLE 19 - PROHIBITED AGREEMENTS

Directors who are not legal bodies are prohibited from taking  out  loans  from
the  Company, under any form whatsoever, from getting an overdraft on a current
account  or otherwise, and benefiting from a guarantee from the Company for the
agreements they have entered into with third parties.

The  same  prohibition  applies  to  Chief  Executive  Officers,  Deputy  Chief
Executives and  to  permanent representatives of the Directors legal bodies. It
also applies to spouses,  ascendants and descendants of the persons referred to
in the previous paragraph, as well as to any interposed person.

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                                    TITLE V

                                   AUDITORS

ARTICLE 20 - AUDITORS

The Ordinary Shareholders'  General  Meeting  shall appoint one or two Auditors
and substitute Auditors for a duration under the  conditions  and  for the task
complying with (French) Law.

The Auditors are appointed for six fiscal years. Their mandate ends at the time
of the General Meeting deciding upon the statements of the sixth fiscal year.

The Auditor appointed to replace another shall only remain in service until the
expiration of the mandate of his predecessor.

Auditors are indefinitely reeligible.

One  or  several  shareholders  representing  at  least  one  twentieth  of the
registered  capital  may  ask in court the objection to one or several Auditors
appointed by the meeting and  the  designation of one or several other Auditors
who shall provide their services replacing the objected Auditors. Under penalty
of unacceptability of the request, the  latter shall have to be made before the
President of the Commercial Court who shall rule in chambers within a period of
thirty days as from the rejected nomination.

The Auditors must be called at the Board  meeting  during which the accounts of
the ended financial year shall be closed and at all shareholders meetings.


ARTICLE 21 - EXPERTISE

One  or  several  shareholders  representing  at  least one  twentieth  of  the
registered capital may ask to the President of the  Commercial Court to rule in
chambers to designate an expert in charge of presenting  a  report  on  one  or
several management operations.

The  report from the expert possibly appointed must be sent to the petitioners,
to the  Board,  to  the  Ministere Public ("Attorney General"), to the Labor
Committee and to the COB (French SEC) ; it shall also be attached to the report
from the Auditor(s) prepared  for the forthcoming General Meeting and should be
granted the same advertising.

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                                   TITLE VI

                               GENERAL MEETINGS


ARTICLE 22 - GENERAL RULES

1)   The annual Ordinary General  Meeting  shall  have to meet every six month,
     following the end of each financial year subject  to  an extension of that
     period further to a court decision.

2)   Extraordinary  Shareholders'  General  Meetings or Ordinary  Shareholders'
     General Meetings called up extraordinarily  may  also be called up further
     to a notice from either the Board or the Auditors  or the Agent designated
     by the court upon the petition of the Labor Committee  or  any  interested
     person  in  case  of  an  urgent  matter  or  one  or several shareholders
     representing at least one twentieth of the registered capital.

3)   The General Meetings are held at the head office or  in  any  other  place
     indicated  in  the  notice  which may even be out of the department of the
     head office.

     In case of an urgent matter,  the  Labor Committee may go to court and ask
     for the appointment of an Agent who  will  be  in  charge of convening the
     Shareholders' General Meeting.

     The  Labor  Committee  may  also  require the registration  of  resolution
     proposals on the agenda.

     Two members of the Labor Committee,  one  from  the "cadres techniciens et
     Agents  de  maitrise"  category,  and  one  from  the  "employes  et
     ouvriers" category, may be appointed by the Labor Committee  in  order  to
     assist to the Shareholders' General Meetings. Upon their demand, they must
     be  listened  to  during for all deliberations requiring an unanimous vote
     from the shareholders.

4)   The notices for General  Meetings  are  sent  to each shareholder at least
     fifteen days prior to these meetings either by  simple  mail or registered
     mail.

     Should the General Meeting not have been able to decide validly due to the
     failing of the required quorum, a second meeting is called up the same way
     as the first one and the calling up notice shall remind its  date. However
     the time limit for such a notice is reduced to six days.

5)   The calling up notice shall indicate the corporate name possibly  followed
     by its acronym, the corporate form, the amount of registered capital,  the
     address  of  its  registered offices, the corporate identification numbers
     with the French Trade  Registry  and  the National Institute of Statistics
     and Economic Surveys (Institut National  de  la  Statistique et des Etudes
     Economiques  INSEE),  the  dates, hour and place of the  meeting  and  its
     nature, extraordinary, ordinary or special together with its agenda.

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Subject to miscellaneous questions  which  should  be  of  no major importance,
questions  indicated  on the agenda are mentioned in such a manner  that  their
content and scope appear clearly without having to refer to other documents.

     One or several  shareholders may under the conditions  provided in Sections
     128 to 131 of the decree  n{degree}  67-236 dated March 23rd,  1967 require
     the recording on the agenda of resolution projects which do not concern the
     presentation of candidates to the Board.

     The Meeting cannot  deliberate  on  a  question which is not listed on the
     agenda; however, it may in all circumstances revoke one or several members
     from the Board and proceed with their replacement.

     The Meeting agenda cannot be modified on the second calling up.

6)   All shareholders attend the General Meeting  whatever  the number of their
     shares as long as they have been paid up for required payments.

7)   A  shareholder can only be represented by another shareholder  or  his/her
     spouse who may not be a shareholder.

     The  mandate  is  granted for a single meeting ; however it can be granted
     for two meetings, an ordinary meeting and an extraordinary meeting held on
     the same day or within a period of seven days.

     The mandate granted  for a meeting is valid for successive meetings called
     up covering the same agenda.

     The following documents  must  be  attached  to any proxy form sent to the
     shareholders :

       -  the meeting agenda

       -  the text of the projects of resolutions presented by the Board and if
          need be by the shareholders or the Labor Committee.

       -  a summary on the corporate situation during  the ended financial year
          with a chart on the corporate results during the  past five financial
          years or each of the financial years since the incorporation  of  the
          Company if their number is inferior to five.

       -  a  form for the sending of the documents and information listed under
          article   135  of  the  decree  mentioned  hereabove,  informing  the
          shareholder  that  he/she  may obtain by simple request the automatic
          sending of the documents and  information  mentioned  above  for each
          forthcoming Shareholders' Meetings.

     The  proxy  form  must  inform the shareholder in a very clear manner that
     failing any indication of  Agent,  a  favorable  vote  shall  be issued in
     his/her  name  to adopt the resolution projects presented or consented  by
     the Board. To issue  any  other  vote, the shareholder must chose an Agent
     who accepts to vote in line with his/her mandate.
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     The  proxy  must  be signed by the represented  shareholder  and  indicate
     his/her name, usual  first  name and domicile, the number of shares he/she
     holds and the number of votes related to his/her shares.

     The Agent namely designated on  the  proxy  may  not  a substitute another
     person to him/herself.

8)   The Meeting is presided over by the Chairman of the Board of Directors or,
     if he/she is absent, by a director duly delegated for that  purpose by the
     Board. Otherwise, the Meeting elects its own president.

     The two members of the meeting with most votes shall, if they  accept that
     position, fulfill the tasks of scrutinizers

     The  Meeting Committee designates the secretary who may be selected  among
     persons who are not shareholders.

9)   An attendance sheet is kept and contains :

        -  the  name,  usual  first  name  and  domicile  of  each shareholder,
           attending or represented, the number of shares he/she  holds and the
           number of votes related to these shares.

        -  the name, usual first name and domicile of each Agent, the number of
           shares  represented  by  his/her  mandates  and the number of  votes
           related to his/her shares.

     Comments  on  the  represented shareholders may not be  mentioned  on  the
     attendance sheet provided the powers are attached thereto and their number
     is indicated.

     The Meeting Committee  shall  certify  as  true  the attendance sheet duly
     signed by the present or represented shareholders.

10)  Secret  ballot  vote  shall  be adopted whenever claimed  by  the  Meeting
     Committee or members of the meeting  representing  more  than  half of the
     registered capital represented at that Meeting.

11)  For  all  meetings,  the  quorum  is counted on the total amount of shares
     forming the registered capital deducting  those  which are not entitled to
     the voting right by virtue of the legislative or regulatory provisions.

12)  Each  member  of  the  meeting has as much votes as he/she  possesses  and
     represents shares, both  under his/her personal name and as Agent, without
     limitations.  However,  in meetings  held  for  the  checking  the  shares
     invested in kind or specific  advantages, each shareholder may not dispose
     of more than ten votes.

     In the case of beneficial ownership,  the  right  to  vote  related to the
     share belongs to the beneficial owner in Ordinary General Meetings  and to
     the bare owner in Extraordinary or Special General Meetings.

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     The  joint owners of shares must be represented by only one among them  or
     by a sole Agent.

     Finally, the owner of the securities pledged again shall have the right to
     vote.

13)  Minutes  shall  witness  resolutions  voted  in General Meetings and shall
     contain the required comments on a special register kept in the registered
     office under the conditions provided hereabove  and  signed by the members
     of the Board Committee.

     Copies  or  extracts  of  the minutes of the General Meeting  are  validly
     certified by the Chairman of  the  Board, a Director duly empowered to act
     as a Chief Executive Officer, or by the secretary of the meeting.

14)  Shareholders exercise their rights related  to  communications  and copies
     under the conditions provided by law.

15 ) The  votes  of  the  Shareholder  attending  to  the  meeting  by means of
     videoconference or telecommunications, according to regulatory provisions,
     shall  be  taken  into  account for the calculation of the quorum and  the
     majority of the said meeting.


ARTICLE 23 - EXTRAORDINARY GENERAL MEETINGS

The Extraordinary Shareholders'  General  Meeting  is  alone entitled to modify
bylaws as far as all their provisions : any contrary clause  shall  be declared
void.  However,  it  may  not  increase  shareholders'  commitments subject  to
operations resulting from a regrouping of shares regularly carried out.

The  Extraordinary  Shareholders'  General Meeting validly deliberates  if  the
attending or represented shareholders  hold  at  least  on  the first notice of
convening  half and on the second notice of convening a fourth  of  the  shares
giving the right  to  vote. Failing this last quorum, the second meeting may be
postponed on another date  at  the utmost two months later than the date of the
initial calling up.

Resolutions shall be adopted by  the majority of two third of the voting rights
of the attending or represented shareholders, including the shareholders voting
by mail.


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ARTICLE 24 - ORDINARY GENERAL MEETINGS

The Ordinary Shareholders' General  Meeting  takes  all  decisions except those
which are of the competence of the Extraordinary Shareholders' General Meeting.

The Ordinary Shareholders' General Meeting only deliberates  validly on a first
notice of convening if the attending or represented shareholders  own  at least
the fourth of the voting rights. Upon the second notice of convening no  quorum
is  required.  It  shall  act  by a majority of votes owned by the attending or
represented shareholders, including the shareholders voting by mail.


                                   TITLE VII

                       INVENTORIES - PROFITS - RESERVES


ARTICLE 25 - COMPANY'S FISCAL YEAR

Each fiscal year shall cover a period  of twelve months starting on January 1st
and ending on next December 31st.


ARTICLE 26 - INVENTORY - ACCOUNTS

Regularly accounting of corporate operations is held in compliance with Law.

At the end of the each fiscal year, the  Board  draws  up  an inventory and the
financial statements.

A management report is prepared on the situation of the Company  over  the last
fiscal  year,  its  expected evolution, the major events which occurred between
the date of the end of  the  last  fiscal  year  and  the  date  on  which  the
management   report   is  prepared  and  on  its  activities  in  research  and
development.

All these documents are  made  available to the Auditors disposal according the
provisions set forth by the law.


ARTICLE 27 - FIXING, ALLOCATION AND DISTRIBUTION OF PROFITS

On the profit of each fiscal year  subject  to  reduction  of the amount of the
previous  law,  an  amount equal to 5 % of it shall be allocated  in  order  to
constitute the legal  funds  ; such allocation is no longer compulsory when the
said funds amount to 10 % of the  registered capital ; should the amount of the
legal funds become inferior of the  registered  capital, such allocation should
have to be implemented.

The  General  Meeting  may  allocate  any amount to the  appropriation  of  all
optional, ordinary or extraordinary funds or carrying it forward.

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The profit of the fiscal year reduced by  the  amount of previous losses and by
the amount to be allocated to the reserves according  any  legal  provisions or
bylaws and increased by the amount of the carried forward profit constitute the
distributable profit.

Further to the approval on the financial statement and the determination of the
distributable amounts, the General Meeting decides the amount of the  dividends
to  be distributed to the shareholders. The General Meeting may also decide  on
the distribution  of  amounts  appropriated  from the reserves it has available
either to provide or complete dividends or as  extraordinary  distribution ; in
such a case, the decision shall expressly indicate the reserve items from which
the  distributions  are  made.  However,  the  dividends  have  to  be  priorly
distributed from the distributable profit of the current fiscal year.


ARTICLE 28 - PAYMENT OF DIVIDENDS

The  terms  and conditions of payment of dividends voted by the General Meeting
are decided by  the  relevant  meeting or, failing such decision, by the Board.
However, the payment must occur  within  a  period  which  can  not exceed nine
months  from  the end of the fiscal year unless a court decision authorizes  an
extension of such time limit for payment.

Dividends which  are  not  claimed  within  five years from their maturity date
shall be bared.


                                  TITLE VIII

                  EXTENSION - DISSOLUTION - WINDING UP


ARTICLE 29 - EXTENSION

At least one year prior to the expiration date  of  the Company, the Board must
convene a Extraordinary Shareholders' General Meeting to decide the prorogation
of the Company; such prorogation may not exceed 99 years.

Failing such Extraordinary Shareholders' General Meeting,  any  shareholder may
fifteen days further to a formal notice sent to the Chairman of the  Board,  by
registered   letter   remaining  unsuccessful,  request  from  the  courts  the
appointment of a Agent in charge of convening the meeting hereabove.


ARTICLE 30 - DISSOLUTION

The  Extraordinary  Shareholders'   Meeting  may,  at  any  time,  decide  the
accelerated dissolution of the Company.

If - as a consequence of the losses showed  by the Company's accounts, the net
assets of the Company are reduced below one half  of the registered capital of
the Company, the Board of Directors must, within four months from the approval
of the accounts showing this loss, convene

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an Extraordinary Shareholders' General Meeting in order  to decide whether the
Company should be dissolved before its statutory term.

If  the  dissolution is not declared, the registered capital  must  -  at  the
latest at  the  closing  of  the  second  fiscal year following that which has
showed the losses and subject to the legal  provisions  concerning the minimum
capital of societes anonymes be reduced by an amount  at  least equal to
the losses which could not be charged on reserves, if during that  period  the
net  assets  have not been restored up to an amount at least equal to one half
of the capital.

Failing such meeting  of  the  Extraordinary  Shareholders' General Meeting as
well as when the meeting has not been able validly  to  take  its resolutions,
any person with an interest to do so may file a claim before a  court  for the
dissolution of the Company.

The  Company  is  in  liquidation at the time of its dissolution, whatever the
reason. Its legal personality  remains  for the needs of the liquidation until
it is closed.

During the liquidation, the General Meeting  keeps the same powers as when the
Company existed.

The shares remain negotiable until the liquidation is closed.

The dissolution of the Company is opposable to  third  parties only as from the
date when the dissolution is published at the Trade and Corporate Registry.

ARTICLE 31 - WINDING UP

The  winding  up  of  the  Company  shall be carried out under  the  conditions
provided for sectuions L.237-1 to L.237-31  of  the  French Commercial Code and
under the provisions of the decree of March 23rd, 1967  referred  to  for their
application.

Further  to the extinction of the liabilities, the reimbursement of the  shares
nominal (registered)  capital shall be carried out. The liquidation bonus shall
be distributed to the shareholders  in  a  due  proportion  of their respective
rights.


                                   TITLE IX
                        DISPUTES - ELECTION OF DOMICILE

ARTICLE 32 - DISPUTES

Any  disputes  arising  during the existence or the winding up of  the  Company
either between the shareholders  and  the  company  or between the shareholders
themselves and related to corporate matters shall be submitted to the Courts of
the location of the registered office.

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