No. 502370



The Companies Act 1985

Public Company Limited by Shares






MEMORANDUM AND ARTICLES OF ASSOCIATION

of Huntingdon Life Sciences Group plc

as at 22nd March 2000


Incorporated the 14th day of December 1951



<PAGE>





The Companies Act 1985

Public Company Limited by Shares


MEMORANDUM OF ASSOCIATION

of Huntingdon Life Sciences Group plc



1.     The name of the Company is "HUNTINGDON LIFE SCIENCES GROUP plc".

2.     The Company is a public company.

3.     The registered office of the Company will be situated in England
       and Wales.

4.     The objects for which the Company is established are:-

       (a)      To act or carry on  business  as a holding  company  and for
                that  purpose to acquire  and hold either in the name of the
                Company  or  in  that  of  any   nominee   shares,   stocks,
                debentures,  debenture  stock bonds,  loans,  obligations or
                securities  of  whatsoever  nature  issued by any company or
                body  corporate  wheresoever   incorporate  or  carrying  on
                business  and to exercise  and enforce all rights and powers
                conferred by or incident to the ownership thereof;

       (b)      To control and co-ordinate the  administration and operation
                of any companies  for the time being  directly or indirectly
                controlled  by the  Company  and to  provide  service of all
                kinds including managerial and other executive,  supervisory
                and consultant services for or in relation to any company or
                body  corporate  upon such terms as the  Directors may think
                fit;

       (c)      To acquire and assume for any estate or interest and to take
                options  over,  construct,  develop or exploit any  property
                real or  personal,  and  rights of any kind and the whole or
                any part of the  undertaking,  assets and liabilities of any
                person.

       (d)      To manufacture,  process,  import, export, deal in and store
                any goods and other  things and to carry on the  business of
                manufacturers,  processors, importers, exporters and storers
                of and dealers in any goods and other things.

       (e)      To acquire and exploit  lands,  mines and mineral rights and
                to acquire,  explore  for and exploit any natural  resources
                and to carry on any  business  involving  the  ownership  or
                possession of land or other immovable  property or buildings
                of  structures  thereon and to  construct,  erect,  install,
                enlarge,  alter and maintain buildings,  plant and machinery
                and to  carry  on  business  as  builders,  contractors  and
                engineers.

       (f)      To provide  services  of all  descriptions  and to carry on
                business  as  advisers,  consultants, brokers and agents of
                any kind.

       (g)      To  advertise,  market and sell the  products of the Company
                and of any  other  person  and to carry on the  business  of
                advertisers  or  advertising  agents or of a  marketing  and
                selling organisation or of a supplier, wholesaler, retailer,
                    merchant or dealer of any kind.

      (h)      To  provide  technical,  cultural,  artistic,   educational,
               entertainment or business  material,  facilities or services
               and to carry on any business involving any such provision.

      (i)      To lend  money,  and grant or provide  credit and  financial
               accommodation, to any person and to carry on the business of
               a banking, finance or insurance company.

      (j)      To invest  money of the  Company in any  investments  and to
               hold, sell or otherwise deal with such  investments,  and to
               carry on the business of a property or investment company.

      (k)      To  acquire  and  carry  on  any  business  carried  on by a
               subsidiary  or a holding  company of the  Company or another
               subsidiary of a holding company of the Company.

      (l)      To  enter  into any  arrangements  with  any  government  or
               authority  or person and to obtain from any such  government
               or  authority  of person any  legislation,  orders,  rights,
               privileges,  franchises  and  concessions  and to carry out,
               exercise and comply with the same.

      (m)      To borrow and raise money and accept money on deposit and to
               secure or discharge any debt or obligation in any manner and
               in particular  (without  prejudice to the  generality of the
               foregoing)  by  mortgages of or charges upon all or any part
               of the undertaking, property and assets (present and future)
               and  uncalled  capital of the Company or by the creation and
               issue of securities.

      (n)      To enter into any  guarantee,  contract of indemnity or
               suretyship  and in particular  (without  prejudice to the
               generality of the foregoing) to guarantee,  support or secure,
               with or without  consideration, whether by personal obligationor
               by  mortgaging or charging all or any part of the  undertaking,
               property  and assets  (present  and  future) and  uncalled
               capital of the Company or by both such methods or in any other
               manner,  the  performance of any  obligations  or commitments of,
               and the repayment or payment of the principal amounts of and any
               premiums,  interest,  dividends and other moneys  payable  on or
               in  respect to any  securities  or  liabilities  of any  person,
               including (without  prejudice to the generality of the foregoing)
               any company which is for the time being a subsidiary or a holding
               company of the Company or another  subsidiary of a holding
               company of the Company or otherwise associates with the Company.

      (o)      To  amalgamate  or  enter  into  partnership  or any  profit
               sharing arrangement with, or to co-operate or participate in
               any way with, or to take over or assume any  obligation  of,
               or to assist or subsidise any person.

      (p)      To accept,  draw, make, create,  issue,  execute,  discount,
               endorse, negotiate and deal in bills of exchange, promissory
               notes,  and  other   instruments  and  securities,   whether
               negotiable or otherwise.

      (q)      To apply for and take out, purchase or otherwise acquire any
               trade and service marks and names, designs,  patents, patent
               rights,  inventions and secret processes and to carry on the
               business of an inventor, designer or research organisation.

      (r)      To sell, exchange,  mortgage,  charge, let on rent, share of
               profit,  royalty or otherwise,  grant  licences,  easements,
               options,  servitudes and other rights over, and in any other
               manner  deal  with,  or  dispose  of, all or any part of the
               undertaking, property and assets (present and future) of the
               Company for any  consideration  and in  particular  (without
               prejudice  to the  generality  of  the  foregoing)  for  any
               securities.

      (s)      To issue and allot  securities of the Company for cash or in
               payment or part  payment for any real or  personal  property
               purchased  or  otherwise  acquired  by  the  Company  or any
               services  rendered  to the  Company or as  security  for any
               obligation  or amount (even if less than the nominal  amount
               of such securities) or for any other purpose.

      (t)      To give any remuneration or other  compensation or reward for
               services  rendered or to be rendered in placing or procuring
               subscriptions of, or otherwise  assisting in the issue of, any
               securities of the  Company  or in or about the  formation of the
               Company  or the  conduct  or course of its business,  and to
               establish or promote,  or concur or  participate in establishing
               or promoting, any  company,  fund or trust and to  subscribe for,
               underwrite,  purchase or  otherwise  acquire securities of any
               company,  fund or trust and to carry on the business of company,
               fund, trust or business  promoters  or  managers  and of
               underwriters  or dealers in  securities,  and to act as
               director of and as secretary,  manager,  registrar or transfer
               agent for any other company and to act as trustees of any kind
               and to undertake and execute any trust.

      (u)      To pay all the costs,  charges and expenses  preliminary  or
               incidental to the  promotion,  formation  establishment  and
               incorporation   of  the   Company,   and  to   procure   the
               registration or incorporation of the Company in or under the
               laws of any place outside England.

      (v)      To  grant  pensions, annuities,  or other  allowances, including
               allowances  on  death,  to any directors,  officers or employees
               or former  directors,  officers or employees of the Company or
               any  company  which at any time is or was a  subsidiary  or a
               holding  company  of the  Company or otherwise  associated
               with the Company or of any  predecessor  in business of any of
               them, and to the relations,  connections or dependants of any
               such persons,  and to other persons whose service or  services
               have  directly  or  indirectly  been of  benefit to the Company
               or who the  Company considers  have any moral claim on the
               Company or to their  relations,  connections or dependants,
               and to establish or support any associations,  institutions,
               clubs, schools, building and housing schemes,  funds and trusts,
               and to make payments towards  insurances or other arrangements
               likely to benefit any such persons or otherwise  advance the
               interests of the Company or of its Members, and to  subscribe,
               guarantee  or pay money for any purpose  likely,  directly or
               indirectly,  to further  the  interests  of  the  Company  or of
               its  Members  or for  any  national,  charitable,
               benevolent, education, social public, general or useful object.

      (w)      To cease  carrying on or wind up any business or activity of
               the Company and to cancel any registration of and to wind up
               or procure  the  dissolution  of the Company in any state or
               territory.

      (x)      To distribute any of the property of the Company among its
               creditors and Members in specie or kind.

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

      (z)      To carry on any other  business or activity  and do anything
               of nay nature  which in the opinion of the Company is or may
               be  capable  of  being  conveniently  carried  on or done in
               connection  with the above, or likely directly or indirectly
               to enhance the value of or render more profitable all or any
               part of the  Company's  undertaking,  property  or assets or
               otherwise  to advance  the  interests  of the Company or its
               Members.

      (aa)     To do all such other things as in the opinion of the Company
               are or may be incidental  or conducive to the  attainment of
               the above objects of any of them.

           AND it is hereby declared that "company" in this clause, except where
used in reference to this Company,  shall include any  partnership or other body
of persons,  whether  incorporated  or not  incorporated,  and  whether  formed,
incorporated, domiciled or resident in the United Kingdom or elsewhere, "person"
shall  include any company as any other  legal or natural  person,  "securities"
shall include any fully,  partly or nil paid or no par value share, stock, unit,
debenture, debenture or loan stock, deposit receipt, bill, note warrant, coupon,
right to subscribe or convert,  or similar right or  obligation,  "and" and "or"
shall mean "and/or" where the context so permits,  "other" and "otherwise" shall
not be construed ejusdem generis where a wider construction is possible, and the
objects specified int he different paragraphs so requires, be in any way limited
or restricted by reference to or inference from the terms of any other paragraph
or the name of the Company, but may be carried out in as full and ample a manner
and  shall be  construed  in as wide a sense  as if each of the said  paragraphs
defined the objects of a separate, distinct and independent company.

5.         The liability of the members is limited.

6.         The share  capital of the Company is  (pound)20,000,000  divided into
           400,000,000 Ordinary Shares of 5p each. The shares in the original or
           any increased capital may be divided into several classes,  and there
           may be attached thereto  respectively any  preferential,  deferred or
           other special  rights,  privileges,  conditions or restrictions as to
           dividend, capital, voting or otherwise.

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



NAMES, ADDRESSES and DESCRIPTIONS         NUMBER OF SHARES TAKEN
OF SUBSCRIBERS                            BY EACH SUBSCRIBER



ALASTAIR N. WORDEN,                       ONE

Cromwell House,
Huntingdon.

Consultant Biochemist and
Veterinary Surgeon.


D.M. WORDEN,                              ONE

Cromwell House,
Huntingdon.

Housewife


C.N. WORDEN,                              ONE

Cromwell House,
Huntingdon.

Schoolmaster (Retired)



DATED this 1st day of December 1951

WITNESS to the above signatures:-

           HAROLD WORDEN
           Solicitor,
           Blackpool.


<PAGE>

                                    I N D E X

                                              Article No         Page No

Accounting Records                            156-157              38
Alternate Directors                               106            23-24
Auditors                                      158-159            38-39
Authentication of Documents                       136               33
Borrowing Powers                                  119            28-30
Calls on Shares                                 21-27              6-7
Capitalisation of Profits                         153               37
Destruction of Documents                         168             40-41
Directors:    Age of                             105                23
              Alternate                          106             23-24
              Appointment and Removal          88-92             19-20
              Borrowing Powers                   119             28-30
              Disqualification                    95             20-21
              Executive Directors            100-104                22
              Expenses                            94                20
              Interests                      107-108             24-26
              Number of                           86                19
              Powers - borrowing                 119             28-30
                       general               109-118             26-28
              Proceedings of Board           120-131             30-32
              Qualification, Shareholding         87                19
              Remuneration                     93-94                20
              Rotation                         96-99              21-22
Dividends                                    137-151              33-37
Employees                                        172                 42
Executive Directors                          100-104                 22
Forfeiture                                     28-34                7-8
Form of Registers                                155                 38
General Meetings:                              54-55                 12
      Notice of                                56-57              12-13
      Proceedings at                           58-66              13-14
      Voting at                                67-79              14-18
Indemnity                                        171                 41
Interpretation                                     2                1-3
Notices                                      160-167              39-40
Proxies                                        80-85              18-19
Record Dates                                     154                 38
Registered Office                                  4                  3
Reserves                                     152-153                  37
Seals                                        14, 134-135          27, 33
Secretary                                    132-133                  32
Service of Notices etc                       160-167               39-40
Share Capital:                                     3                   3
         Alteration of                            53               11-12
         Increase of                           51-52                  11
 Shares:                                        9-12                   4
        Calls on                               21-27                 6-7
        Certificates                           13-17                 4-5
        Equitable interests not recognised        11                   4
        Forfeiture                             28-34                 7-8
        Issue                                   9-10                   4
        Lien                                   18-20                 5-6
        Purchase of own                           53               11-12
  Rights - general                               5-6                  3
           variation of                          7-8                3-4
Transfer                                       35-43                8-9
Transmission                                  44-48                9-10
Table A                                            1                  1
Untraced Shareholders                          49-50                 10
Voting                                         67-79              14-18
Winding Up                                   169-170                 41

<PAGE>

The Companies Act 1985

Public Company Limited by Shares


ARTICLES OF ASSOCIATION

of Huntingdon Life Sciences Group plc


                                     TABLE A

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

                                 INTERPRETATION

2.         In these Articles unless the context otherwise requires:-

           "these  Articles"  means  these  Articles  of  Association  in their
           present  form or as from time to time altered;

           "Board"  means the Board of Directors of the Company or the Directors
           present at a meeting of Directors at which a quorum is present;

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

           "CREST Regulations" means the Uncertificated  Securities  Regulations
           1995.

           "Executive  Director"  means an Executive  Chairman,  Chief Executive
           Director,  Joint Chief Executive Director,  Managing Director,  Joint
           Managing Director or Assistant  Managing Director of the Company or a
           Director  who is the  holder of any  other  employment  or  executive
           office with the Company;

           "Member" in relation to shares means the member whose name is entered
           in the register of members as the holder of the shares;

           "Office" means the registered office of the Company for the time
           being;

           "Operator"  means  CRESTCo.  Limited or such other person as may from
           time to time be approved  by HM Treasury as Operator  under the CREST
           Regulations;

           "Operator instruction" means a properly authenticated dematerialised
           instruction  attributable  to the Operator;

           "participating  security"  means a security  title to units of which
           is  permitted  by the  Operator  to be transferred by means of a
           relevant system;

           "relevant  system" means a  computer-based  system,  and  procedures,
           which  enable  title to  units  of a  security  to be  evidenced  and
           transferred  without  a  written  instrument  pursuant  to the  CREST
           Regulations;

           "Seal" means the common seal of the Company;

           "Secretary"  means  any  person  qualified  in  accordance  with  the
           Companies  Acts,  appointed by the Board to perform any of the duties
           of the Secretary including a joint, temporary or assistant Secretary;

           "Securities  Seal"  means an  official  seal kept by the  Company  by
           virtue of Section 40 of the Companies Act 1985;

           "Transfer Office" means the place where the register of members is
           situate for the time being;

           "United Kingdom" means Great Britain and Northern Ireland;

           the  expressions   "debenture"  and  "debenture   holder"  shall
           include  debenture  stock  and  debenture stockholder respectively;

           the expression "paid up" means paid up or credited as paid up;

           the expression "recognised clearing house" and "recognised investment
           exchange"  shall  mean such  bodies as shall be  granted  recognition
           under the Financial Services Act 1986;

           subject  as  aforesaid  any  words  or  expressions  defined  in  the
           Companies  Acts in force at the date when these  Articles or any part
           thereof are adopted shall bear the same meaning in these  Articles or
           such part (as the case may be);

           where for any  purpose an  ordinary  resolution  of the  Company is
           required,  a special or  extraordinary resolution shall also be
           effective;

           words denoting the singular shall include the plural and vice versa;

           words denoting the masculine shall include the feminine and vice
           versa;

           words denoting persons shall include corporations;

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

           references  to  a  share  (or  to  a  holding  of  shares)  being  in
           certificated or uncertificated  form are references,  respectively to
           that  share  being  a  certificated  or an  uncertificated  unit of a
           security for the purposes of the CREST Regulations.

                                  SHARE CAPITAL

3.         The  authorised  share  capital of the Company at the date of the
           adoption of these Articles is (pound)20,000,000  divided into
           400,000,000 ordinary shares of 5p each.


                                REGISTERED OFFICE

4.         The Office shall be at such place in England as the Board shall from
           time to time appoint.


                                  SHARE RIGHTS

5.         Subject to the provisions of the Companies Acts and to any rights
           attached to any shares or class of shares,  and in particular to
           those conferring  rights of pre-emption and without  prejudice to
           any rights attached to any shares or class of shares,  any share in
           the Company may be issued with or have attached thereto
           such  preferred,  deferred,  qualified  or  other  rights or subject
           to  such restrictions,  whether  as  regards  dividend,  voting,
           return  of  capital  or otherwise,  as the Company may by ordinary
           resolution determine or, if there has not been any such determination
           or so far as the same shall not make  specific provision, as the
           Board may determine.

6.         Subject to the provisions of the Companies Acts and to any rights
           attached to any shares or class of shares any shares  may,  with the
           sanction  of a specialresolution, be issued on terms that they are,
           or at the option of the Company or the Member are liable, to be
           redeemed on such terms and in such manner as may be provided for by
           these Articles.

                               VARIATION OF RIGHTS

7.        Subject to the  provisions of the Companies Acts all or any of the
          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 varied or abrogated  with  the  consent  in
          writing  of  the  holders  of not  less  than three-quarters  in
          nominal value of the issued shares of that class or with the sanction
          of an extraordinary resolution passed at a separate general meeting of
          the holders of the shares of the class.  To any such  separate general
          meeting (and to any  separate  meeting of the  holders of shares of a
          particular class convened  otherwise  than in connection  with the
          variation or abrogation of the rights attached to shares of that
          class) all the provisions of these Articles as to general  meetings
          of the Company and the  proceedings  thereat  shall mutatis mutandis
          apply,  but so that the necessary quorum shall be two or more persons
          holding or representing by proxy not less than one-third in nominal
          value 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
          and for the purposes of this Article one holder present in person or
          by proxy may constitute a meeting. The foregoing provisions of this
          Article shall apply to the variation or abrogation of the special
          rights  attached to some only of the shares of any class as if each
          group of  shares  of the class differently treated formed a separate
          class the special rights whereof are to be varied.

8. The special rights attached to any class of shares having preferential rights
shall not unless otherwise  expressly  provided by the terms of issue thereof be
deemed  to be varied by the  creation  or issue of  further  shares  ranking  as
regards  participation  in the  profits or assets of the  Company in some or all
respects pari passu  therewith  but in no respect in priority  thereto or by the
purchase by the Company of its own shares.

                                     SHARES

9. Subject to the  provisions  of the  Companies  Acts and these  Articles,  all
unissued shares of the Company shall be at the disposal of the Board,  which may
offer,  allot,  grant options over or otherwise dispose of them to such persons,
at such times and for such  consideration  and upon such terms and conditions as
the Board may determine.

10. The Company  may  exercise  all powers of paying  commissions  conferred  or
permitted  by the  Companies  Acts and the  commissions  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 shares pay
such brokerage as may be lawful.

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

12. The Board may refuse to register an allotment of shares  (whether fully paid
or not) in favour of more than four  persons  jointly.  If the Board  refuses to
register an  allotment it shall within two months after the date on which either
the letter of  allotment  was lodged  with the Company (in the case of shares in
certificated  form) or the Operator  instruction was received by the Company (in
the case of shares held in  uncertificated  form) send to the allottee notice of
the  refusal.  The Board may at any time  after the  allotment  of any share but
before  any person has been  entered  in the  register  of members as the holder
recognise a renunciation  thereof by the allottee in favour of some other person
and may accord to any  allottee of a share a right to effect  such  renunciation
upon and  subject  to such  terms and  conditions  as the Board may think fit to
impose.

                               SHARE CERTIFICATES

13. Any person  whose name is entered in the  register  of members in respect of
any  shares in  certificated  form of any one class  upon the issue or  transfer
thereof  shall be  entitled  without  payment  within one month (or such  longer
period as the terms of issue shall provide) after allotment or (in the case of a
transfer of fully-paid  shares)  within five  business days after  lodgment of a
transfer or (in the case of a transfer of partly-paid  shares) within two months
after  lodgment of a transfer to one  certificate  for all his shares of any one
class  or  (upon  payment  of  such  charges  as the  Board  from  time  to time
determines)  several  certificates each for one or more of his shares of any one
class.

Where some only of the shares  comprised in a share  certificate are transferred
the old certificate  shall be cancelled and a new certificate for the balance of
such shares issued in lieu without payment.  Provided that the Company shall not
be bound to register more than four persons as the joint holders of any shares.

14. If a share  certificate  is defaced,  worn out,  lost or destroyed it may be
replaced on request with a new certificate  representing  the same shares but on
such  terms  (if  any)  as to  evidence  and  indemnity  and to  payment  of any
exceptional  out-of-pocket expenses of the Company and, in case of defacement or
wearing out, on delivery of the old  certificate to the Company.  In the case of
shares held  jointly by several  persons any such request may be made by any one
of the joint holders.

15. All forms of  certificate  for share 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 a Seal or
otherwise executed by the Company in a manner permitted by the Companies Actsand
shall  specify the number and class of shares to which it relates and the amount
paid up thereon. The Board 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  certificate  by some  mechanical
means or may be printed thereon or that such  certificates need not be signed by
any person. No certificate shall be issued  representing shares of more than one
class.  No  certificate  shall normally be issued in respect of shares held by a
recognised  clearing  house or a nominee of a recognised  clearing house or of a
recognised investment exchange.

In the case of a share held jointly by several persons in certificated form, the
Company  shall not be bound to issue  more  than one  certificate  therefor  and
delivery  of a  certificate  to one of the  joint  holders  shall be  sufficient
delivery to all.

16. Any two or more  certificates  representing  shares of any one class held by
any Member may at his request be cancelled and a single new certificate for such
shares  issued in lieu upon  payment  of such  charges as the Board from time to
time determines.

17.  If  any  Member  shall  surrender  for  cancellation  a  share  certificate
representing  shares held by him and request the Company to issue in lieu two or
more share  certificates  representing such shares in such proportions as he may
specify,  the Board may, if it thinks fit and upon payment of such charges as it
may from time to time determine, comply with such request.

                                      LIEN

18. The Company shall have a first and paramount  lien on every share (not being
a fully paid share) for all moneys,  whether presently payable or not, called or
payable,  at a date  fixed by or in  accordance  with the terms of issue of such
share, in respect of such share.  The Board may at any time either  generally or
in any particular  case waive any lien that has arisen,  or declare any share to
be wholly or in part exempt from the  provisions of this Article.  The Company's
lien on a share  shall  extend to all  dividends  and other  moneys  payable  in
respect of it.

19. The Company may sell,  in such manner as the Board may think fit,  any share
on which the  Company  has a lien,  but no sale shall be made unless some sum in
respect of which the lien exists is presently  payable nor until the  expiration
of fourteen days after a notice in writing, stating and demanding payment of the
sum  presently  payable and giving notice of the intention to sell in default of
such  payment,  has been served on the holder for the time being of the share or
the person entitled thereto by reason of his death or bankruptcy or otherwise by
operation of law.

20. The net  proceeds of the sale by the Company of any shares on which it has a
lien  shall be  applied in or  towards  payment  or  discharge  of the amount in
respect of which the lien exists so far as the same is  presently  payable,  and
any  residue  shall (upon  surrender  to the  Company  for  cancellation  of the
certificate  for the  shares  sold  and  subject  to a like  lien  for  sums not
presently  payable as existed  upon the shares prior to the sale) be paid to the
person entitled to the shares at the time of such sale of the shares. For giving
effect to any such sale the Board may  authorise  some  person to  transfer  the
shares sold to or in accordance with the direction of the purchaser thereof. The
purchaser  shall be  registered  as the  holder of the share and he shall not be
bound to see to the  application of the purchase  money,  nor shall his title to
the share be affected  by any  irregularity  or  invalidity  in the  proceedings
relating to the sale.

                                 CALLS ON SHARES

21. The Board may from time to time make  calls  upon the  Members in respect of
any moneys unpaid on their shares  (whether on account of the nominal  amount of
the shares or, when  permitted,  by way of premium) but,  subject  always to, he
terms of issue thereof,  and each Member shall  (subject to the Company  serving
upon him at least fourteen  days' notice  specifying the time or times and place
of payment) pay to the Company at the time or times and place so  specified  the
amount called on his shares.  A call may, before receipt by the Company of a sum
due  thereunder,  be revoked or  postponed  in whole or in part as the Board may
determine.  A Member shall remain liable for calls made upon him notwithstanding
the subsequent transfer of the shares in respect whereof the call was made.

22. A call may be made payable by  instalments  and shall be deemed to have been
made at the time  when the  resolution  of the  Board  authorising  the call was
passed.

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

24. If a sum called in respect of a share shall not be paid before or on the day
appointed  for  payment  thereof,  the person from whom the sum is due shall pay
interest on the sum from the day  appointed  for payment  thereof to the time of
actual payment at such rate,  not exceeding 15 per cent per annum,  as the Board
may  determine,  but the Board  shall be at  liberty  to waive  payment  of such
interest wholly or in part.

25.  Any sum  which,  by the  terms  of issue of a  share,  becomes  payable  on
allotment  or at any date  fixed by or in  accordance  with such terms of issue,
whether  on  account of the  nominal  amount of the share or by way of  premium,
shall for all the  purposes of these  Articles be deemed to be a call duly made,
notified  and  payable  on the date on which,  by the  terms of issue,  the same
become payable and, in case of non-payment, all the relevant provisions of these
Articles as to payment of interest,  forfeiture  or otherwise  shall apply as if
such sum had become payable by virtue of a call duly made and notified.

26. The Board 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.

27. The Board may, if it thinks fit,  receive from any Member willing to advance
the same all or any part of the moneys  uncalled and unpaid upon any shares held
by him and upon all or any of the moneys so advanced  may (until the same would,
but for such advance,  become presently  payable) pay interest at such rate, not
exceeding (unless the Company by ordinary  resolution shall otherwise direct) 15
per cent per  annum,  as may be agreed  upon  between  the Board and the  Member
paying such sum in advance.

                              FORFEITURE OF SHARES

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

29. The notice shall name a further day (not being less than seven days from the
date of the  notice)  on or before  which,  and the  place  where,  the  payment
required  by the  notice  is to be made and  shall  state  that in the  event of
non-payment  on or before  the day and at the  place  appointed,  the  shares in
respect of which such call was made or  instalment  is payable will be liable to
be  forfeited.  The Board may accept  the  surrender  of any share  liable to be
forfeited  hereunder  and,  in  such  case,  references  in  these  Articles  to
forfeiture shall include surrender.

30. If the  requirements  of any such notice as aforesaid are not complied with,
any  share in  respect  of which  such  notice  has been  given  may at any time
thereafter,  before  payment of all calls or  instalments  and  interest  due in
respect thereof has been made,be  forfeited by a resolution of the Board to that
effect.  Such forfeiture  shall include all dividends or other moneys payable in
respect of the forfeited shares and not paid before the forfeiture.

31. When any share has been forfeited,  notice of the forfeiture shall be served
upon the person who was before forfeiture holder of the share; but no forfeiture
shall be in any  manner  invalidated  by any  omission  or  neglect to give such
notice as aforesaid.

32. Until cancelled in accordance with the requirements of the Companies Acts, a
forfeited  share  shall be deemed to be the  property  of the  Company  and may,
subject  to the  provisions  of the  Companies  Acts,  be sold,  re-allotted  or
otherwise  disposed  of either to the person  who was,  before  forfeiture,  the
holder thereof or entitled thereto or to any other person upon such terms and in
such  manner  as the  Board  shall  think  fit,  and at any time  before a sale,
re-allotment  or disposition the forfeiture may be annulled on such terms as the
Board may think fit.

33. A person  whose shares have been  forfeited  shall  thereupon  cease to be a
Member in respect of the forfeited  shares,  and shall  surrender to the Company
for  cancellation  the  certificates  for  the  shares  forfeited,   but  shall,
notwithstanding  the forfeiture,  remain liable to pay to the Company all moneys
which at the date of forfeiture were presently  payable by him to the Company in
respect of the shares with interest thereon at the rate of 15 per cent per annum
(or such  lower  rate as the Board may  determine)  from the date of  forfeiture
until  payment,  and the  Company may enforce  payment  without  being under any
obligation to make any allowance for the value of the shares  forfeited or waive
payment in whole or in part.

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

                               TRANSFER OF SHARES

35. Subject to such of the  restrictions of these Articles as may be applicable,
any Member may transfer all or any of his shares which are in certificated  form
by an instrument of transfer in the usual common form or in any other form which
the Board may approve.

36. All transfers of shares which are in uncertificated form may be effected by
means of a relevant system.

37. The instrument of transfer of a share shall be signed by or on behalf of the
transferor  and (in the case of a partly  paid  share) the  transferee,  and the
transferor  shall be deemed to remain the holder of the share  until the name of
the  transferee  is entered in the register of members in respect  thereof.  All
instruments of transfer,  when registered,  may be retained by the Company.  Any
instrument  of  transfer  which the Board  declines  to  register  shall (in the
absence of  suspected  fraud or crime  involving  dishonesty  in relation to the
transfer) be returned to the person presenting the same.

38. The  registration  of transfers  may be suspended at such times and for such
periods as the Board may from time to time determine and either  generally or in
respect of any class of shares.  The register of members shall not be closed for
more than thirty  days in any year  except  that in respect of shares  which are
participating  securities,  the register shall not be closed without the consent
of the Operator.

39. The Board may, in its absolute  discretion and without  assigning any reason
therefor,  decline to register any transfer of any share in a certificated  form
which is not a fully paid share  provided that any such refusal does not prevent
dealing in partly-paid shares from taking place on an open and proper basis.

40. The Board may refuse to register a transfer of shares (whether fully-paid or
not) made to or by an infant or patient  within the meaning of the Mental Health
Act 1983 or in favour of more than four persons jointly.

41. The Board may decline to recognise any  instrument  of transfer  relating to
shares in  certificated  form unless the instrument of transfer is duly stamped,
is in  respect of only one class of share and is lodged at the  Transfer  Office
accompanied by the relevant share  certificate(s) and such other evidence as the
Board may  reasonably  require to show the right of the  transferor  to make the
transfer (and, if the instrument of transfer is executed by some other person on
his behalf, the authority of that person so to do). In the case of a transfer in
certificated  form by a recognised  clearing  house or a nominee of a recognised
clearing  house or of a  recognised  investment  exchange  the lodgment of share
certificates  will only be necessary if and to the extent that certificates have
been issued in respect of the shares in question.

42. If the Board refuses to register a transfer it shall within two months after
the date on which  either the  transfer was lodged with the Company (in the case
of shares held in certificated form) or the Operator instruction was received by
the  Company  (in the case of shares  held in  uncertificated  form) send to the
transferee notice of the refusal.

43. No fee  shall be  charged  by the  Company  for  registering  any  transfer,
probate,  letters of administration,  certificate of death or marriage, power of
attorney, distringas or stop notice, order of court or other instrument relating
to or  affecting  the title to any share or  otherwise  making  any entry in the
register of members relating to any share.

                             TRANSMISSION OF SHARES

44.  Subject to the Companies  Acts,  the Board may determine  that any class of
shares may be held in  uncertificated  form and that title to such shares may be
transferred  by means of a relevant  system or that  shares of any class  should
cease to be held and transferred as aforesaid.

45.  Provisions of these  Articles  shall not apply to shares of any class which
are in  uncertificated  form to the extent that such provisions are inconsistent
with:

(a)      the holding of shares of that class in uncertificated form;
(b)      the transfer of title to shares of that class by means of a relevant
system; or
(c)      any provision of the CREST Regulations.

46. In the case of the death of a Member the  survivor or  survivors,  where the
deceased  was a  joint  holder,  and  the  executors  or  administrators  of the
deceased,  where  he was a sole or only  surviving  holder,  shall  be the  only
persons recognised by the Company as having any title to his shares; but nothing
herein  contained  shall  release  the  estate  of a  deceased  holder  from any
liability  in respect  of any share  held by him  solely or  jointly  with other
persons.

47. Any  person  becoming  entitled  to a share in  consequence  of the death or
bankruptcy  of a  Member  or  otherwise  by  operation  of law may,  subject  as
hereinafter  provided and upon such evidence  being produced as may from time to
time be  required  by the  Board as to his  entitlement,  either  be  registered
himself as the holder of the share or elect to have some person nominated by him
registered as the transferee  thereof. If the person so becoming entitled elects
to be  registered  himself,  he shall deliver or send to the Company a notice in
writing  signed by him stating that he so elects.  If he shall elect to have his
nominee  registered,  he shall  signify his election by signing an instrument of
transfer  of  such  share  in  favour  of  his  nominee.  All  the  limitations,
restrictions and provisions of these Articles  relating to the right to transfer
and the  registration  of transfers of shares  shall be  applicable  to any such
notice or  instrument  of transfer as aforesaid as if the death or bankruptcy of
the Member or other event giving rise to the  transmission  had not occurred and
the notice or instrument  of transfer  were an instrument of transfer  signed by
such Member.

48. Save as otherwise  provided by or in accordance with these Articles a person
becoming  entitled to a share in  consequence  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 Board as to his  entitlement)  be
entitled to receive and may give a discharge  for any  dividends or other moneys
payable in respect of the share,  but he shall not be entitled in respect of the
share to  receive  notices of or to attend or vote at  general  meetings  of the
Company  or, save as  aforesaid,  to exercise in respect of the share any of the
rights or  privileges  of a Member until he shall have become  registered as the
holder thereof.  The Board may at any time give notice requiring him to transfer
the share and if the notice is not complied  with within  sixty days,  the Board
may  thereafter  withhold  payment of all dividends and other moneys  payable in
respect of the share until the  requirements  of the notice  have been  complied
with.


                              UNTRACED SHAREHOLDERS

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

   a)     during the period of twelve years prior to the date of the publication
          of the  advertisements  referred to in  paragraph  (b) below (or if
          published on different  dates,  the first  thereof) no  communication
          has been received by the Company from the Member or the person
          entitled by  transmission  or otherwise by operation of law and no
          cheque or warrant sent by the Company  through the post in a pre-paid
          cover  addressed to the Member or to the person  entitled by
          transmission  or  otherwise  by operation of law to the shares at his
          address on the  register of members or otherwise  supplied by him
          pursuant to these  Articles or otherwise the last  known  address
          given by the  Member or the person  entitled  by  transmission  or
          otherwise  by operation of law to which  cheques and warrants  are to
          be sent has been cashed or other  directed  payment
          system has worked and at least three  dividends  in respect of the
          shares in question  have become  payable and no dividend in respect
          of those shares has been claimed; and

   b)      the Company  shall on expiry of the said period of twelve  years have
           inserted  advertisements  in  both  a  national  newspaper  and  in a
           newspaper circulating in the area in which the address referred to in
           paragraph (a) above is located giving notice of its intention to sell
           the said shares; and

   c)      during the period of three months  following the  publication  of the
           said  advertisements the Company shall have received no communication
           from such Member or person; and

   d)      notice shall have been given to The Stock Exchange in London of its
           intention to make such sale.

50. To give  effect to any such  sale the  Company  may  appoint  any  person to
execute as  transferor  an  instrument  of  transfer of the said shares and such
instrument  of transfer  shall be as effective as if it had been executed by the
registered  holder  of or  person  entitled  by  transmission  or  otherwise  by
operation  of law to such  shares and the title of the  transferee  shall not be
affected by any irregularity or invalidity in the proceedings  relating thereto.
The net proceeds of sale shall  belong to the Company  which shall be obliged to
account to the former  Member or other person  previously  entitled as aforesaid
for an amount  equal to such  proceeds  and shall  enter the name of such former
Member or other person in the books of the Company as a creditor for such amount
which shall be a  permanent  debt of the  Company.  No trust shall be created in
respect of the debt, no interest shall be payable in respect of the same and the
Company  shall  not be  required  to  account  for any  money  earned on the net
proceeds,  which may be employed  in the  business of the Company or invested in
such  investments  (other than  shares of the Company or its holding  company if
any) as the Board may from time to time think fit.


                               INCREASE OF CAPITAL

51.  The  Company  may from time to time by  ordinary  resolution  increase  its
capital by such sum to be divided into shares of such amounts as the  resolution
shall prescribe.

52. The new shares shall be subject to all the provisions of these Articles with
reference  to  allotment,  lien,  the  payment of calls,  forfeiture,  transfer,
transmission and otherwise.


                             ALTERATIONS OF CAPITAL

53.

   (a)     The Company may from time to time by ordinary resolution:-

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

           (ii)     sub-divide  its shares or any of them into shares of smaller
                    amount  than  is  fixed  by the  Memorandum  of  Association
                    (subject,  nevertheless,  to the provisions of the Companies
                    Acts)  and so that  the  resolution  whereby  any  share  is
                    sub-divided may determine that as between the holders of the
                    shares  resulting from such  sub-division one or more of the
                    shares may have any such  preferred or other special  rights
                    over,  or may have such  deferred or qualified  rights or be
                    subject to any such restrictions as compared with, the other
                    or others as the  Company has power to attach to unissued or
                    new shares;

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


   (b)     Subject  to  the   provisions  of  the  Companies  Acts  and  to  any
           confirmation  or consent  required by law, the Company may reduce its
           authorised  and  issued  share  capital  or  any  capital  redemption
           reserve, any share premium account or other  undistributable  reserve
           in any manner.

   (c)     Subject to the  provisions  of the Companies  Acts and these Articles
           and to any  confirmation  or consent required by law,  the Company
           may from time to time  purchase  its own shares  (including  any
           redeemable shares)  provided  that if there are in issue any
           convertible  shares of the Company,  then no purchase by the Company
           of any of its own shares shall take place  unless it has been
           sanctioned  by an  extraordinary resolution  passed at a  separate
           class  meeting  of the  holders of each class of convertible shares.
           Neither the Company  nor the Board  shall be required to select the
           shares to be  purchased  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 dividend or capital  conferred
           by any class of shares.

Whenever as a result of a  consolidation  or  sub-division of shares any Members
would  become  entitled  to  fractions  of a share,  the Board may deal with the
fractions as it thinks fit and in  particular  may sell the shares  representing
the  fractions  to any  person  (including,  subject  to the  provisions  of the
Companies Acts, the Company) and distribute the net proceeds of sale (subject to
retention by the Company of amounts not exceeding (pound)3 (or such other amount
as the Board from time to time  determines) due to any Member) in due proportion
among  those  Members  and the Board may  authorise  some  person to transfer or
deliver the shares to, or in accordance  with the  directions of, the purchaser.
The person to whom any shares are transferred or delivered 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  relating
to the sale.

                                 GENERAL MEETING

54. The Board  shall  convene  and the Company  shall hold  general  meetings as
annual general  meetings in accordance  with the  requirements  of the Companies
Acts at such times and places as the Board shall appoint. Any general meeting of
the  Company  other  than  an  annual   general   meeting  shall  be  called  an
extraordinary general meeting.

55. The Board may, whenever it thinks fit, and shall following a requisition, in
accordance with the Companies Acts, proceed to convene an extraordinary  general
meeting.

                           NOTICES OF GENERAL MEETINGS

56. An annual general  meeting and a meeting called for the passing of a special
resolution,  or, (save as provided in the Companies  Acts) a resolution of which
special  notice has been given to the  Company  shall be called by not less then
twenty-one  days' notice in writing and a meeting  other than an annual  general
meeting or a meeting  called for the  passing of a special  resolution  shall be
called by not less than  fourteen  days' notice in writing.  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, and shall specify the place, day and time of the meeting,
and, in the case of special business,  the general nature of that business,  and
there shall appear with reasonable prominence in or by way of note to every such
notice or any document accompanying the notice convening the meeting a statement
that a Member  entitled  to attend and vote is  entitled  to appoint one or more
proxies to attend and on a poll vote instead of him and that a proxy need not be
a Member of the Company.  The notice  convening 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 propose the
resolution as a special or  extraordinary  resolution as the case may be. Notice
of every general meeting shall be given in manner  hereinafter  mentioned to all
Members other than such as under the  provisions of these  Articles or the terms
of issue of the shares they hold,  are not entitled to receive such notices from
the  Company,  to all  persons  entitled  to a share by  reason  of the death or
bankruptcy  of a  Member,  and also 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.

57. Any Member  present,  either  personally or by proxy,  at any meeting of the
Company or class of Members of the Company  shall for all  purposes be deemed to
have received due notice of such meeting and, where  requisite,  of the purposes
for which such meeting was convened.

                         PROCEEDINGS AT GENERAL MEETINGS

58.        All business shall be deemed special that is transacted at an
extraordinary  general  meeting and also all business that is transacted at an
annual general meeting with the exception of:

   (a)     the declaration and sanctioning of dividends;

   (b)     the receipt and/or  adoption of the accounts the reports of the
           Directors and auditors and other  documents required to be attached
           or annexed to the accounts;

   (c)     the election of Directors in place of those retiring (by rotation or
           otherwise);

   (d)     the appointment of auditors where special notice of the resolution
           for such  appointment is not required by the Companies Acts; and

   (e)     the fixing of, or the determining of the method of fixing, the
           remuneration of the auditors.

59. No business  shall be transacted at any general  meeting  unless a quorum is
present when the meeting proceeds to business, but the absence of a quorum shall
not preclude the  appointment,  choice or election of a chairman which shall not
be treated as part of the business of the meeting. Save as otherwise provided by
these Articles,  at least two Members present in person or by proxy and entitled
to vote shall be a quorum for all purposes.  A corporation  being a Member shall
be  deemed  for the  purpose  of these  Articles  to be  present  in  person  if
represented by proxy or in accordance with the provisions of the Companies Acts.

60. The Board may make  arrangements for Members or their proxies to participate
in any general  meeting by means of a form of  audio-visual  link.  Such persons
shall be deemed to be present at the  general  meeting  and the  chairman of the
meeting shall make appropriate arrangements for such persons to vote on any show
of hands or poll as the case may require.

61. If within five  minutes (or such longer time as the  chairman of the meeting
may determine to wait) after the time  appointed for the meeting a quorum is not
present,  or if during the meeting a quorum ceases to be present the meeting, if
convened on the  requisition  of the Members,  shall be dissolved.  In any other
case it shall stand  adjourned  to such other day and such time and place as may
have been  specified for the purpose in the notice  convening the meeting or (if
not so specified) as the chairman of the meeting may determine.

62. Each Director shall be entitled to attend and speak at any general meeting
of the Company.

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

64. The chairman of any meeting may at any time without the consent of the
meeting  adjourn any meeting  (whether  or not it has  commenced  or a quorum
is present) to another time or place where it appears to him that the
Members  wishing to attend cannot be  conveniently  accommodated  in the place
appointed for the meeting or are  otherwise  unable  to see,  listen to and
participate  in the  proceedings  by the use of any form of audio-visual link
or the  conduct  of  persons  present  prevents  or is likely  to  prevent the
orderly continuation  of business or an adjournment is otherwise  necessary so
that the business of the meeting may be  properly  conducted.  The  chairman of
any meeting at which a quorum is present may with the consent of the meeting
(and shall if so directed by the  meeting)  adjourn the meeting from time to
time (or sine die)  and from place to place,  but no business  shall be
transacted at any adjourned  meeting  except  business which might lawfully
have been  transacted at the meeting from which the  adjournment  took place.
Where a meeting is adjourned  sine die, the time and place for the  adjourned
meeting shall be fixed by the Board.  When a meeting is  adjourned  for thirty
days or more or sine die,  not less than seven days' notice of the
adjourned meeting shall be given in like manner as in the case of the original
meeting.

     Save as  expressly  provided  by  these  Articles,  it  shall  not be
necessary  to  give  any  notice  of an  adjournment  or of the  business  to be
transacted at an adjourned meeting.

65. The Board and, at any general meeting, the chairman may make any arrangement
and  impose  any  requirement  or  restriction  which it or he (as  appropriate)
considers  appropriate  to ensure the security and orderly  conduct of a general
meeting including, without limitation,  requirements for evidence of identity to
be produced by those  attending  the meeting,  the  searching of their  personal
property and the restriction of items which may be taken into the meeting place.
The Board, and at any general meeting the chairman,  is entitled to refuse entry
to or eject a person who refuses to comply with these arrangements, requirements
or restrictions or who disrupts the proper and orderly conduct of the meeting.

66. 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.  In the case of a  resolution  duly  proposed  as a special  or
extraordinary  resolution  no  amendment  thereto  (other  than a mere  clerical
amendment  to correct a patent  error) may in any event be  considered  or voted
upon.

                                     VOTING

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

(a)        the chairman of the meeting; or

(b)        at least three Members present in person or by proxy and entitled to
           vote; or

(c)        any Member or Members present in person or by proxy and  representing
           in the aggregate  not less than  one-tenth of the total voting rights
           of all Members having the right to attend and vote at the meeting; or

(d)        any  Member or  Members  present  in  person or by proxy and  holding
           shares  conferring a right to attend and vote at the meeting on which
           there have been paid up sums in the aggregate  equal to not less than
           one-tenth  of the total  sum paid up on all  shares  conferring  that
           right.

           Unless a poll is so  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 not carried by a
particular majority or lost shall be final and conclusive,  and an entry to that
effect in the minute book of the  Company  shall be  conclusive  evidence of the
fact  without  proof of the number or  proportion  of the votes  recorded for or
against such resolution.

68. If a poll is duly  demanded and is not  withdrawn  pursuant to Article 70 it
shall be taken in such manner  (including  the use of ballot or voting papers or
tickets)  as the  chairman  of the meeting may direct and the result of the poll
shall be  deemed  to be the  resolution  of the  meeting  at which  the poll was
demanded.

69.  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 in such  manner and either  forthwith  or at such time (being not
later than 30 days after the date of the demand) and place as the chairman shall
direct.  The  chairman  of the  meeting  may (and if so  directed by the meeting
shall) appoint scrutineers (who need not be Members) and may adjourn the meeting
to some place and time fixed by him for the purpose of  declaring  the result of
the poll. It shall not be necessary (unless the chairman  otherwise directs) for
notice to be given of a poll.

70. 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 has been
demanded,  and it may be withdrawn  with the consent of the chairman at any time
before the taking of the poll. A demand so withdrawn  shall not be taken to have
invalidated the result of a show of hands declared before the demand was made.

71.        On a poll votes may be given either personally or by proxy.

72.        A person  entitled  to more  than one vote on a poll need not if he
votes use all his votes or cast all the votes he uses in the same way.

73. In the case of an equality of votes at a general meeting,  whether on a show
of hands or on a poll,  the  chairman  of such  meeting  shall be  entitled to a
second or casting vote.

74.  Subject  to any  special  terms as to voting  upon  which any shares may be
issued or may for the time being be held, on a show of hands every Member who is
present in person at a general  meeting of the Company shall have one vote,  and
on a poll every  Member who is present in person or by proxy shall have one vote
for every (pound)0.05 nominal amount of share capital of which he is the holder.

75. In the case of joint holders of a share the vote of the senior who tenders a
vote,  whether in person or by proxy,  shall be accepted to the exclusion of the
votes of the  other  joint  holders,  and for this  purpose  seniority  shall be
determined  by the order in which the names stand in the  register of members in
respect of the joint  holding.  76.  Where in England or elsewhere a receiver or
other person (by whatever name called) has been  appointed by any court claiming
jurisdiction  in that behalf to exercise  powers with respect to the property or
affairs of any Member on the ground (however formulated) of mental disorder, the
Board may in its  absolute  discretion,  upon or subject to  production  of such
evidence of the  appointment  as the Board may require,  permit such receiver or
other  person  on  behalf  of such  Member  to vote in person or by proxy at any
general  meeting or to  exercise  any other right  conferred  by  membership  in
relation to meetings of the Company.

77. For the purpose of determining  which persons are entitled to attend or vote
at a meeting and how many votes such person may cast, the Company 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.

78.
(a) No Member shall, unless the Board otherwise determines,  be entitled to vote
at any  general  meeting or meeting of the holders of any class of shares of the
Company either  personally or by proxy or to exercise any other right  conferred
by  membership in relation to meetings of the Company or of holders of any class
of shares of the Company unless all calls or other sums presently payable by him
in respect of shares in the Company have been paid.

(b) If any Member, or any other person appearing to be interested in shares held
by such  Member,  has been duly  served with a notice  under  Section 212 of the
Companies Act 1985 and is in default for the  prescribed  period in supplying to
the Company the information  thereby required,  then (unless the Board otherwise
determines) in respect of:-

 (i)     the  shares  comprising  the  shareholding  account  in  the
         register of members  which  comprises or includes the shares
         in  relation  to  which  the  default  occurred  (all or the
         relevant  number as  appropriate  of such  shares  being the
         "default shares", which expression shall include any further
         shares which are issued in respect of such shares); and

(ii)     any other shares held by the Member;

the  Member  shall  not (for so long as the  default  continues)  nor  shall any
transferee to whom any of such shares are transferred  other than pursuant to an
approved  transfer  or pursuant to  paragraph  (c)(ii)below  be entitled to vote
either  personally  or by proxy at a  shareholders'  meeting or to exercise  any
other right conferred by membership in relation to shareholders' meetings.

(c)      where the  default  shares  represent  at least  0.25 per cent of the
         issued  shares  of the  class  concerned,  then the  Board may in its
         absolute  discretion by notice ("a direction  notice") to such Member
         direct that:-

(i)      any  dividend  (including  a scrip  dividend) or other money
         which would  otherwise  be payable on such  shares  shall be
         retained  by  the  Company  without  any  liability  to  pay
         interest  thereon  when such  money is  finally  paid to the
         Member; and/or

(ii)     no transfer of any of the shares held by such Member shall be
         registered  unless the transfer is an approved transfer or:-

(A)      the Member is not himself in default as regards supplying the
         information requested; and

(B)       the  transfer  is of part only of the  Member's
          holding and when presented for  registration is
          accompanied by a certificate by the Member in a
          form  satisfactory  to the Board to the  effect
          that after due and  careful  enquiry the Member
          is  satisfied  that  none  of  the  shares  the
          subject of the transfer are default shares.

      Upon the giving of a direction  notice its terms shall apply
      accordingly.  The  Company  shall send to each other  person
      appearing to be  interested in the shares the subject of any
      direction  notice a copy of the  notice,  but the failure or
      omission by the Company to do so shall not  invalidate  such
      notice.

(d)      Save as herein  provided  any  direction  notice  shall have  effect in
         accordance  with its terms for so long as the  default  in  respect  of
         which the direction notice was issued continues and shall cease to have
         effect thereafter upon the Board so determining (such  determination to
         be made within a period of one week of the default  being duly remedied
         with written notice thereof being given  forthwith to the Member).  Any
         direction  notice  shall cease to have effect in relation to any shares
         which are  transferred by such Member by means of an approved  transfer
         or in accordance with paragraph (c)(ii) above.

(e)      For the purpose of this Article:-

                    (i)         a person  shall be  treated as  appearing  to be
                                interested  in any shares if the Member  holding
                                such   shares   has  given  to  the   Company  a
                                notification  under  the  said  Section  212 and
                                either (A) the  Member has named such  person as
                                being so  interested  or  (B)(after  taking into
                                account the response of the Member to the notice
                                and any other relevant  information) the Company
                                knows or has  reasonable  cause to believe  that
                                the person in question  is or may be  interested
                                in the shares;

(iii)    the prescribed period is 14 days from the date of service of the said
         notice under Section 212;

(iii)    a transfer of shares is an approved transfer if but only if:-

(A)              it  is a  transfer  of  shares  to an
                 offeror  by  way or in  pursuance  of
                 acceptance of a takeover  offer for a
                 company  (as defined in Part XIIIA of
                 the Companies Act 1985); or

(B)              the  Board  is  satisfied   that  the
                 transfer  is made  pursuant to a bona
                 fide   sale  of  the   whole  of  the
                 beneficial ownership of the shares to
                 a party unconnected with a Member and
                 with other  persons  appearing  to be
                 interested in such shares; or

(C)              the transfer results from a sale made
                 through   a   recognised   investment
                 exchange (as defined in the Financial
                 Services   Act  1986)  or  any  stock
                 exchange  outside the United  Kingdom
                 on which  the  Company's  shares  are
                 normally traded.

(f)        Nothing  contained  in this  Article  shall  limit  the power of the
           Directors  under  section  216 of the Companies Act 1985.

79. No  objection  shall be raised to the  qualification  of any voter or to the
counting of, or failure to count,  any vote,  except at the meeting or adjourned
meeting at which the vote  objected to is tendered or at which the error occurs.
Any objection  made in due time shall be referred to the chairman of the meeting
and shall  only  vitiate  the  result of the  voting  if, in the  opinion of the
chairman,  it is of sufficient  magnitude to affect the decision of the meeting.
The decision of the chairman shall be final and conclusive.

                                     PROXIES

80. The instrument  appointing a proxy shall be in writing under the hand of the
appointor or of his  attorney  authorised  in writing or, if the  appointor is a
corporation,  either under its seal or under the hand of an officer, attorney or
other person  authorised to sign the same. The signature on such instrument need
not be witnessed.

Subject  to the  Companies  Acts  and if and on the  terms  that  the  Board  so
determines an instrument  appointing a proxy may be delivered  electronically to
an  electronic  address or facsimile  number  designated by the Company for this
purpose,  in which case the  requirements  of these  Articles that an instrument
appointing a proxy be signed or executed in any  particular  way or (as the case
may require) be in writing shall not apply.

81.        A proxy need not be a Member.

82. Any  corporation  which is a Member of the Company may by  resolution of its
directors or other  governing body authorise such person as it thinks fit to act
as its  representative  at any meeting of the Company or of any class of Members
of the Company.  The person so authorised shall be entitled to exercise the same
powers on behalf of such  corporation  as the  corporation  could exercise if it
were an  individual  Member of the  Company and such  corporation  shall for the
purposes of these Articles be deemed to be present in person at any such meeting
if a person so authorised is present or deemed present thereat.

83. The  instrument  appointing a proxy and (if required by the Board) the power
of  attorney  or  other  authority  (if any)  under  which  it is  signed,  or a
notarially certified copy of such power or authority,  shall be delivered in the
manner and to the  location  specified  in or by way of note to the notice or in
any document  accompanying  the notice convening the meeting (or if no manner or
location  is so  specified  by delivery  to the  Transfer  Office) not less than
forty-eight hours before the time appointed for holding the meeting or adjourned
meeting at which the person named in the instrument  proposed to vote or, in the
case of a poll taken subsequently to the date of a meeting or adjourned meeting,
not less than twenty-four  hours before the time appointed for the taking of the
poll and in  default  the  instrument  of proxy  shall not be  treated as valid.
Provided that, subject as hereinafter  provided, an instrument of proxy relating
to more than one meeting (including any adjournment thereof) having once been so
delivered  for the  purposes  of any  meeting  shall  not  require  again  to be
delivered  for the purposes of any  subsequent  meeting to which it relates.  An
instrument  of proxy may be  revoked  in  writing  or if the Board so permits by
electronic mail or telephone not less than forty eight hours or such lesser time
as the Board may determine prior to the commencement of a meeting.

84.  Instruments  of proxy  shall be in any common form or in such other form as
the Board may approve  and the Board may,  if it thinks  fit,  send out with the
notice of any meeting forms of  instrument of proxy for use at the meeting.  The
instrument  of proxy  shall be deemed to confer  authority  to demand or join in
demanding a poll and to vote on any amendment of a resolution put to the meeting
for which it is given as the proxy  thinks fit but shall not confer any  further
right to speak at the meeting, except with the permission of the chairman of the
meeting.  The instrument of proxy shall,  unless the contrary is stated therein,
be valid as well for any  adjournment of the meeting as for the meeting to which
it relates.

85. A vote  given or a demand  for a poll made by proxy in  accordance  with the
terms of an  instrument  of proxy shall be valid  notwithstanding  the  previous
death or  insanity of the  principal,  or (subject as provided in Article 83) by
revocation of the  instrument  of proxy or of the  authority  under which it was
executed,  or the  transfer of the share in respect of which the proxy is given,
provided  that no  intimation  in writing of such death,  insanity or revocation
shall have been  received  by the Company at the place at which  instruments  of
proxy must be delivered in accordance  with Article 83 or,  subject as otherwise
provided herein,  that no transfer shall have been registered by the Company one
hour at least before the  commencement of the meeting or adjourned  meeting,  or
the taking of the poll, at which the instrument of proxy is used.

                               NUMBER OF DIRECTORS

86.        Unless and until  otherwise  determined by ordinary  resolution of
the Company,  the Directors shall be not less than two and there shall be no
maximum number.

                      DIRECTORS' SHAREHOLDING QUALIFICATION

87.        No shareholding qualification for Directors shall be required.

                      APPOINTMENT AND REMOVAL OF DIRECTORS

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

89.  Without  prejudice  to the  power of the  Company  in  general  meeting  in
pursuance of any of the provisions of these Articles to appoint any person to be
a  Director,  the Board  shall  have  power at any time and from time to time to
appoint  any person to be a Director,  either to fill a casual  vacancy or as an
addition to the existing Board,  but so that the total number of Directors shall
not at any time exceed any maximum  number fixed by or in accordance  with these
Articles.  Any  Director so  appointed by the Board shall hold office only until
the next  following  annual  general  meeting  and shall  then be  eligible  for
re-appointment  but shall not be taken into account in determining the Directors
or the number of Directors who are to retire by rotation at such meeting.


90. The Company may in  accordance  with and  subject to the  provisions  of the
Companies  Acts by ordinary  resolution of which  special  notice has been given
remove any Director from office (notwithstanding any provision of these Articles
or of any agreement between the Company and such Director, but without prejudice
to any  claim he may have for  damages  for  breach of any such  agreement)  and
appoint  another  person in place of a Director  so removed  from office and any
person so appointed  shall be treated for the purpose of determining the time at
which he or any other  Director  is to retire by  rotation as if he had become a
Director on the day on which the  Director in whose  place he is  appointed  was
last elected a Director. In default of such appointment the vacancy arising upon
the removal of a Director from office may be filled as a casual vacancy.

91. No person  other than a  Director  retiring  at the  meeting  shall,  unless
recommended by the Board, be appointed a Director at any general meeting unless,
not less than  seven and not more  than  forty-two  clear  days  before  the day
appointed  for the  meeting,  there has been  given to the  Secretary  notice in
writing by some Member (not being the person to be proposed)  entitled to attend
and vote at the  meeting  for which  such  notice is given of his  intention  to
propose  such person for  appointment  and also notice in writing  signed by the
person to be proposed of his willingness to be appointed.

92. A resolution  for the  appointment  of two or more persons as Directors by a
single  resolution  shall not be moved at a general  meeting unless a resolution
that it shall be so moved has first been  agreed to by the  meeting  without any
vote being given against it; and any resolution  moved in  contravention of this
provision shall be void.

                            REMUNERATION OF DIRECTORS

93. The Directors  (other than those holding  executive office in the Company or
any  subsidiary  of the  Company)  shall be entitled to  remuneration  for their
services  as  Directors  in such  amount  as the  Directors  may  determine  not
exceeding in aggregate  (pound)150,000  per annum (or such higher  amount as may
from time to time be determined by the Company by ordinary  resolution) and such
remuneration  shall be apportioned  amongst them as the Directors may determine.
In addition to the foregoing,  any Director  resident outside the United Kingdom
and not holding full-time  salaried  employment in the Company or any subsidiary
of the  Company  may be  paid  such  extra  remuneration  as the  Directors  may
determine.  Any fee payable  pursuant to this Article shall be distinct from any
salary,  remuneration or other amounts  payable to a Director  pursuant to other
provisions of these Articles and shall accrue from day to day.

94. Each Director may be paid his  reasonable  travelling,  hotel and incidental
expenses of attending and returning  from meetings of the Board or committees of
the Board or general  meetings or separate  meetings of the holders of any class
of  shares  or of  debentures  of the  Company  and  shall be paid all  expenses
properly  incurred  by him in the  conduct of the  Company's  business or in the
discharge  of his duties as a Director.  Any Director  who, by request,  goes or
resides abroad for any purposes of the Company or who performs services which in
the opinion of the Board go beyond the ordinary duties of a Director may be paid
such extra remuneration (whether by way of salary, commission,  participation in
profits or otherwise)  as the Board may  determine  and such extra  remuneration
shall be in  addition  to any  remuneration  provided  for by or pursuant to any
other Article.

                          DISQUALIFICATION OF DIRECTORS

95.        Without  prejudice to the  provisions  for retirement by rotation
hereinafter  contained,  the office of a Director shall be vacated in any of the
events following, namely:-

(a)        if (not being a Director  who has agreed to serve as a Director for a
           fixed term) he resigns his office by notice in writing  delivered  to
           the Office or tendered at a meeting of the Board;

(b)        if in  England  or  elsewhere  an order  shall  be made by any  court
           claiming   jurisdiction   in  that  behalf  on  the  ground  (however
           formulated)  of  mental   disorder  for  his  detention  or  for  the
           appointment  of a guardian  or for the  appointment  of a receiver or
           other  person (by  whatever  name  called) to  exercise  powers  with
           respect to his property or affairs;

(c)        if, without leave, he is absent from meeting of the Board (whether or
           not an  alternate  Director  appointed  by him  attends)  for  twelve
           consecutive  months,  and the  Board  resolves  that  his  office  is
           vacated;

(d)        if he  shall  have a  bankruptcy  order  made  against  him or  shall
           compound with his creditors generally or shall apply to the Court for
           an interim  order  under  section 253 of the  Insolvency  Act 1986 in
           connection with a voluntary arrangement under that Act;

(e)        if he is prohibited by law from being a Director;

(f)        if he ceases to be a Director by virtue of the Companies  Acts or is
           removed from office  pursuant to these  Articles;

         if he shall be removed from office by notice in writing served upon him
           signed by at least three-quarters of his co-Directors, but so that if
           he  holds  an  appointment  to  an  executive  office  which  thereby
           automatically  determines  such removal shall be deemed 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;

(h)        if in the case of a  Director  who holds  any  executive  office,  he
           ceases  to hold such  office  (whether  because  his  appointment  is
           terminated  or  expires)  and the  majority  of his  co-Directors  so
           resolve.

                                           ROTATION OF DIRECTORS

96. At every annual  general  meeting  one-third of the  Directors  for the time
being or, if their number is not a multiple of three, then the number nearest to
but not exceeding one-third shall retire from office.

97. Subject to the provisions of the Companies  Acts, the Directors to retire on
each occasion shall include (so far as necessary to obtain the number  required)
any Director who wishes to retire and not to offer  himself for  re-appointment.
Any further Directors so to retire shall be those of the other Directors subject
to  retirement  by  rotation  who have been  longest in office  since their last
appointment  or  re-appointment  but as between  persons who became or were last
re-appointed  Directors  on the same day  those to  retire  shall  (unless  they
otherwise  agree  among  themselves)  be  determined  by lot. In  addition,  any
Director who would not  otherwise be required to retire shall retire by rotation
at  the  third  annual   general   meeting   after  his  last   appointment   or
re-appointment.The  Directors to retire on each occasion  (both as to number and
identity)  shall be  determined  by the  composition  of the Board at a date not
earlier  than  twenty-eight  days  before the date of the notice  convening  the
annual  general  meeting,  and no  Director  shall be  required  to retire or be
relieved  from retiring by reason of any change in the number or identity of the
Directors after such date but before the close of the meeting.

98. A Director who retires at an annual  general  meeting  shall be eligible for
re-appointment.  If he is not  re-appointed  he shall  retain  office  until the
meeting appoints someone in his place or, if it does not do so, until the end of
the meeting.

99. 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
appointing the retiring  Director or some other person  eligible for appointment
thereto and in default the retiring  Director  shall,  if willing to continue to
act, be deemed to have been re-appointed, unless at such meeting it is expressly
resolved not to fill such vacated office or a resolution for the  re-appointment
of such  Director  shall have been put to the meeting and lost or such  Director
has given notice in writing to the Company that he is unwilling to be re-elected
or the default is due to the moving of a resolution in  contravention of Article
92.

                               EXECUTIVE DIRECTORS

100.  The  Board  may from  time to time  appoint  one or more of its body to be
Executive Chairman,  Chief Executive  Director,  Joint Chief Executive Director,
Managing Director,  Joint Managing Director or Assistant Managing Director or to
hold any other  employment or executive  office with the Company for such period
(subject to the  provisions  of the  Companies  Acts) and upon such terms as the
Board may determine and may revoke or terminate  any of such  appointments.  Any
such  revocation or termination as aforesaid  shall be without  prejudice to any
claim for damages that such Director may have against the Company or the Company
may have against such Director for any breach of any contract of service between
him and the Company which may be involved in such revocation or termination.

101.  The  appointment  of any  Director to the office of Chairman or  Executive
Chairman or Deputy Chairman or Chief Executive or Joint Chief Executive Managing
or Joint Managing or Assistant Managing Director shall  automatically  determine
if he ceases to be a Director but without prejudice to any claim for damages for
breach of any contract of service between him and the Company.

102. The  appointment  of any Director to any other  executive  office shall not
automatically determine if he ceases from any cause to be a Director, unless the
contract  or  resolution  under  which he holds  office  shall  expressly  state
otherwise,  in which event such determination  shall be without prejudice to any
claim for  damages  for breach of any  contract  of service  between him and the
Company.

103.  The  Directors  may  entrust to and confer upon any  Director  holding any
executive  office any of the powers  exercisable  by them as Directors upon such
terms and  conditions  and with such  restrictions  as they think fit (which may
include authority to delegate any of the powers so entrusted or conferred),  and
either  collaterally with or to the exclusion of their own powers,  and may from
time to time revoke, withdraw, alter or vary all or any of such powers.


104. Any Director who holds any executive office (including for this purpose the
office of Chairman or Deputy  Chairman  whether or not such office is held in an
executive  capacity),  or who  serves  on any  committee  of the  Board,  or who
otherwise  performs  services  which in the opinion of the Board are outside the
scope of the ordinary  duties of a Director,  may be paid such  remuneration  or
extra  remuneration  by way of salary,  commission or otherwise as the Board may
determine.

                                AGE OF DIRECTORS

105. No person  shall be  disqualified  from being  appointed a Director  and no
Director shall be required to vacate that office by reason only of the fact that
he has  attained the age of 70 years or any other age, nor shall it be necessary
to give special notice under the Companies  Acts of any  resolution  appointing,
re-appointing  or approving the  appointment of a Director by reason of his age,
but at every  subsequent  annual general meeting of the Company after a Director
shall have  attained  the age of 70 or more,  that  Director  shall  retire from
office and that Director may be proposed for  re-appointment and the Board shall
give notice of his having attained such age in the notice  convening the meeting
or in any document  sent  therewith,  but the  accidental  omission to give such
notice shall not invalidate any  proceedings at that meeting or any  appointment
or re-appointment of such Director thereat.

                               ALTERNATE DIRECTORS
106.

(a)       Each  Director  shall have the power to  appoint any person to be his
          alternate  Director  and may at his discretion  remove such  alternate
          Director.  If such  alternate  Director is not another  Director, such
          appointment,  unless previously  approved by the Board, shall have
          effect only upon and subject to it being so approved.  Any appointment
          or removal of an alternate  Director shall be effected by notice in
          writing signed by the  appointor  and  delivered to the Office or
          tendered at a meeting of the Board.  An alternate Director  shall,
          if his appointor so requests,  be entitled to receive notices of
          meetings of the Board or of  committees  of the Board to the same
          extent as, but in lieu of, the Director  appointing  him and shall
          be  entitled  to such  extent to attend and vote as a Director  at
          any such  meeting at which the  Director appointing  him is not
          personally  present and generally at such meeting to exercise and
          discharge all the functions,  powers and duties of his  appointor as
          a Director and for the  purposes of the  proceedings  at such meeting
          the provisions of these Articles shall apply as if he were a Director.

(b)       Every  person  acting as an  alternate  Director  shall  (except as
          regards  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  to the Company
          for his acts and defaults and shall not be deemed to be the agent of
          or for the  Director  appointing  him. An alternate  Director  may be
          paid  expenses and  shall be entitled  to  contract and be interested
          in and  benefit  from  contracts  or  arrangements  or  transactions
          and be  indemnified  by the  Company  to the same  extent  mutatis
          mutandis  as if he were a Director  but shall not be entitled to
          receive  from the Company  any  remuneration  in his  capacity as an
          alternate Director except only such part (if any) of the remuneration
          otherwise  payable to the Director appointing him as such Director
          may by notice in writing to the Company from time to time direct.

(c)        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 Board or a committee of
           the Board shall, unless the notice of his appointment provides to the
           contrary, be as effective as the signature of his appointor.

(d)        An  alternate  Director  shall  ipso facto  cease to be an  alternate
           Director  if his  appointor  ceases  for any  reason to be a Director
           provided that, if at any meeting any Director  retires by rotation or
           otherwise but is  re-appointed  at the same meeting,  any appointment
           made by him pursuant to this Article  which was in force  immediately
           before  his  retirement  shall  remain  in force as though he had not
           retired.  The appointment of an alternate Director shall determine on
           the  happening  of any event which if he were a Director  would cause
           him to vacate such office.

                              DIRECTORS' INTERESTS
107.
(a)        A  Director  who is in  any  way,  whether  directly  or  indirectly,
           interested  in any contract or  arrangement  or proposed  contract or
           arrangement with the Company shall declare the nature of his interest
           at a meeting of the Board in accordance with the Companies Acts.

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

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

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

           (ii)     the  giving  of any  security,  guarantee  or  indemnity  in
                    respect of a debt or obligation of the Company or any of its
                    subsidiaries for which he himself has assumed responsibility
                    in whole or in part under a guarantee or indemnity or by the
                    giving of security;

           (iii)    any contract or  arrangement by a Director to participate in
                    the underwriting or sub-underwriting of any offer of shares,
                    debentures or other  securities of the Company or any of its
                    subsidiaries for subscription, purchase or exchange;

           (iv)     any  contract or  arrangement  concerning  any other
                    company in which the Director and any person connected with
                    him do not to his  knowledge  hold an  interest in shares
                    (as that term is used in sections 198 to 211 of the
                    Companies  Act 1985)  representing  one per cent or more of
                    either any class of the equity share  capital,  or the
                    voting  rights,  in 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;

           (v)      any  arrangement  for the  benefit of the  employees  of the
                    Company or any of its subsidiaries  which does not award him
                    any  privilege  or  benefit  not  generally  awarded  to the
                    employees to whom such arrangement relates;

           (vi)     any proposal  concerning any insurance  which the Company is
                    empowered to purchase and/or maintain for or for the benefit
                    of inter alia any Directors of the Company.

(d)        Subject to the  provisions  of the  Companies  Acts,  and provided
           that he has  disclosed to the Board the nature and extent of any
           interest of his, a Director notwithstanding his office:-

           (i)      may be a party to, or otherwise  interested in, any
                    transaction  or arrangement  with the Company
                    or in which the Company is otherwise interested;

           (ii)     may be a director or other  officer of, or employed by, or a
                    party to any  transaction or arrangement  with, or otherwise
                    interested in, any body corporate promoted by the Company or
                    in which the Company is otherwise interested; and

           (iii)    shall not, by reason of his office,  be  accountable  to the
                    Company  for any  benefit  which  he  derives  from any such
                    office  or  employment  or  from  any  such  transaction  or
                    arrangement  or from any interest in any such body corporate
                    and no such transaction or arrangement shall be liable to be
                    avoided on the ground of any such interest or benefit.

For the purposes of this Article:-

           (i)      a general notice given to the Board that a Director is to be
                    regarded  as having an  interest  of the  nature  and extent
                    specified in the notice in any transaction or arrangement in
                    which a specified  person or class of persons is  interested
                    shall be deemed to be a disclosure  that the Director has an
                    interest in any such transaction of the nature and extent so
                    specified;

           (ii)     an  interest  of a person  who is,  for any  purpose  of the
                    Companies Acts (excluding any such modification  thereof not
                    in force when these Articles became binding on the Company),
                    connected with a Director shall be treated as an interest of
                    the Director and, in relation to an alternate  Director,  an
                    interest of his appointor shall be treated as an interest of
                    the  alternate  Director  without  prejudice to any interest
                    which the alternate Director otherwise has; and

           (iii)    an  interest  of which a Director  has no  knowledge  and of
                    which it is  unreasonable  to expect  him to have  knowledge
                    shall not be treated as an interest of his.

(e)        Subject  to the  provisions  of  sub-clause  (f) of this  Article,  a
           Director  shall not vote or be counted  in the quorum  present on any
           resolution concerning his own appointment as the holder of any office
           or place of  profit  with the  Company  or any  company  in which the
           Company is  interested  including  fixing or varying the terms of his
           appointment or the termination thereof.

(f)        Where  proposals are under  consideration  concerning the appointment
           (including  fixing  or  varying  the  terms  of  appointment)  or the
           termination of appointment  (including fixing or varying the terms of
           such  termination)  of two or more  Directors  to or from  offices or
           employments  with the  Company or any company in which the Company is
           interested,  such proposals may be divided and considered in relation
           to each  Director  separately  and in such case each of the Directors
           concerned  (if  not  otherwise   debarred  from  voting  under  these
           Articles)  shall be entitled  to vote (and  counted in the quorum) in
           respect of each resolution except that concerning his own appointment
           or termination of appointment.

(g)        Any  Director  may act by  himself  or by his firm in a  professional
           capacity  for the  Company  or any  company  in which the  Company is
           interested,  and he or his firm shall be entitled to remuneration for
           professional  services  as if he were not a Director;  provided  that
           nothing herein  contained  shall  authorise a Director or his firm to
           act as auditor to the Company.

(h)        If any question  shall arise at any time as to the  materiality  of a
           Director's  interest or as to the entitlement of any Director to vote
           and such  question  is not  resolved by his  voluntarily  agreeing to
           abstain from voting,  such question shall be referred to the chairman
           of the meeting (or if the  Director  concerned is the chairman to the
           other  Directors at the meeting) and his or their ruling (as the case
           may be) shall be final  and  conclusive  except  in a case  where the
           nature or extent of the interest of such Director has not been fairly
           disclosed.

108. Without prejudice to the provisions of Article 171 the Board shall have the
power to purchase and maintain  insurance  for or for the benefit of any persons
who are or were at any time Directors,  officers or employees of the Company, or
of any other  company  which is its  holding  company or in which the Company or
such holding company has any interest  whether direct or indirect or which is in
any  way  allied  to or  associated  with  the  Company,  or of  any  subsidiary
undertaking of the Company or of any such other  company,  or who are or were at
any time  trustees of any pension  fund in which  employees of the Company or of
any other such  company or  subsidiary  undertaking  are  interested,  including
(without  prejudice to the  generality of the foregoing)  insurance  against any
liability  incurred  by such  persons in respect of any act or  omission  in the
actual or purported  execution  and/or  discharge of their duties  and/or in the
exercise or purported  exercise of their powers and/or  otherwise in relation to
their  duties,  powers or offices in  relation  to the Company or any other such
company, subsidiary undertaking or pension fund.

                         POWERS AND DUTIES OF THE BOARD

109. The business of the Company shall be managed by the Board, and may exercise
all such  powers of the  Company  as are not by the  Companies  Acts or by these
Articles  required to be  exercised by the Company in general  meeting,  subject
nevertheless  to the provisions of the Companies Acts and of the  regulations of
these  Articles  being  not  inconsistent  with  the  aforesaid  regulations  or
provisions,  as may be prescribed by special resolution.  No alteration of these
Articles shall invalidate any prior act of the Board which would have been valid
if that  alteration  had not been made. The general powers given by this Article
shall not be limited or  restricted  by any special  authority or power given to
the Board by any other Article.

110.  The Board may  establish  local boards or agencies for managing any of the
affairs of the  Company,  either in the United  Kingdom  or  elsewhere,  and may
appoint  any  persons to be members of such local  boards,  or any  managers  or
agents,  and may fix their  remuneration.  The Board may  delegate  to any local
board, manager or agent any of the powers, authorities and discretions vested in
or exercisable by the Board,  with power to sub-delegate,  and may authorise the
members of any local board or any of them to fill any  vacancies  therein and to
act  notwithstanding  vacancies.  Any such appointment or delegation may be made
upon such terms and subject to such  conditions  as the Board may think fit, and
the Board may remove any person  appointed as aforesaid,  and may revoke or vary
such  delegation,  but no person dealing in good faith and without notice of any
such revocation or variation shall be affected thereby.

111. The Board may by power of attorney  appoint any company,  firm or person or
any fluctuating body of persons, whether nominated directly or indirectly by the
Board, to be the attorney or attorneys of the Company for such purposes and with
such powers,  authorities  and  discretions  (not  exceeding  those vested in or
exercisable  by the Board under these  Articles) and for such period and subject
to such  conditions  as it may think  fit,  and any such power of  attorney  may
contain such  provisions for the protection and  convenience of persons  dealing
with any such  attorney as the Board may think fit, and may also  authorise  any
such  attorney  to  sub-delegate  all  or any of  the  powers,  authorities  and
discretions vested in him.

112.  The Board may  entrust to and confer upon any  Director  any of the powers
exercisable by it upon such terms and conditions and with such  restrictions  as
it thinks fit, and either  collaterally  with,  or to the  exclusion of, its own
powers,  and may from time to time  revoke or vary all or any of such powers but
no person  dealing  in good  faith and  without  notice  of such  revocation  or
variation shall be affected thereby.

113.  The Board  may from  time to time  appoint  any  person  to any  office or
employment having a designation or title including the word "Director" or attach
to any existing  office or  employment  with the Company such a  designation  or
title and may at any time determine any such  appointment or the use of any such
designation or title. The inclusion of the word "Director" in the designation or
title of any such office or employment with the Company shall not imply that the
holder  thereof is a Director of the  Company  nor shall such holder  thereby be
empowered  in any respect to act as a Director of the Company or be deemed to be
a Director for any of the purposes of these Articles.

114.  The Company may exercise all the powers  conferred by the  Companies  Acts
with regard to having  official  seals,  and such powers  shall be vested in the
Board.

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

116.  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 Board shall from
time to time by resolution determine.

117.  The Board shall cause minutes or records to be made in the books provided
for the purpose:-

(a)        of all appointments of officers and committees made by the Board and
           of any salary or remuneration;

(b)        of the names of the Directors  present at each meeting of the Board
           or committee of the Board,  the Company or the holders of any class
           of  shares or debentures of the Company; and

(c)        of all orders, resolutions and proceedings at such meetings.

Any such  minutes,  if purporting to be signed by the chairman of the meeting at
which  the  proceedings  were  held or by the  chairman  of the next  succeeding
meeting or the  Secretary,  shall be receivable  as prima facie  evidence of the
matters stated in such minutes without any further proof.

118.  The Board may  exercise  all the  powers of the  Company  to give or award
pensions,  annuities,  gratuities  and  superannuation  or other  allowances  or
benefits  to any  persons  who are or  have at any  time  been  Directors  of or
employed  by or in the  service  of the  Company  or of any  company  which is a
subsidiary  company  of the  Company  or any such  subsidiary  and to the wives,
widows,  children and other relatives and dependants of any such persons and may
establish,  maintain,  support,  subscribe  to and  contribute  to all  kinds of
schemes,  trusts and funds for the benefit of such  persons as are  hereinbefore
referred to or any of them or any class of them,  and so that any Director shall
be entitled to receive and retain for his own benefit any such pension, annuity,
gratuity,  allowance  or other  benefit  (whether  under  such fund or scheme or
otherwise).

                                BORROWING POWERS
119.
(a)        Subject  as  hereinafter  provided  and  to  the  provisions  of  the
           Companies  Acts, the Board may exercise all the powers of the Company
           to raise or borrow money and to mortgage or charge all or any part of
           the  undertaking,  property  and  assets  (present  and  future)  and
           uncalled  capital of the  Company and 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.

(b)
           (i)      The Board shall  restrict the  borrowings  of the Company
                    and exercise all voting and other rights  or powers of
                    control  exercisable by the Company in relation to its
                    subsidiaries (if any) so as to  secure (but as regards
                    subsidiaries only in so far as by the exercise of such
                    rights or powers of  control the Board can secure) that the
                    aggregate  amount  from time to time  outstanding  of all
                    borrowings  by the Group  (exclusive  of  borrowings  owing
                    by one  member of the Group to another  member of the Group)
                    shall not,  without the previous  sanction of an ordinary
                    resolution  of the  Company,  exceed  the  higher of
                    (pound)75  million  and an amount equal to three and a half
                    times the  Adjusted Capital and Reserves.

           (ii)     For the purpose of the foregoing restriction:-

                    (A)  "the Adjusted Capital and Reserves" means the aggregate
                         from time to time of:-

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

                         (II)  the amount standing to the credit of the reserves
                               (including  any share premium  account, capital
                               redemption  reserve  and any credit  balance on
                               profit and loss  account) all as shown by the
                               then latest  audited  balance sheet but after
                               deducting therefrom  any debit balance on profit
                               and loss account (except to the extent that such
                               deduction  has already been made) and making
                               adjustments  to  reflect  any  variation  in the
                               amount of such paid  up  share  capital,  share
                               premium  account  or  capital  redemption
                               reserve since the date of such audited balance
                               sheet;

                    (B)  "borrowings"  shall be deemed to include not only
                         borrowings  but also the  following
                         except in so far as otherwise taken into account:-

                         (I)  the  nominal  amount  of  any  issued
                              share   capital  and  the   principal
                              amount of any  debentures or borrowed
                              moneys,   the   beneficial   interest
                              whereof  is not  for the  time  being
                              owned by a member  of the  Group,  of
                              any   body   whether   corporate   or
                              unincorporate  and the  payment  of a
                              guarantee whereof is the subject of a
                              guarantee or indemnity by a member of
                              the Group;

                         (II)  the  outstanding   amount  raised  by
                               acceptances  by any bank or accepting
                               house  under  any  acceptance  credit
                               opened on behalf and in favour of any
                               member of the Group;

                         (III) the principal  amount of any debenture
                              (whether secured or unsecured) of a
                               member of the Group owned otherwise than by a
                               member of the Group;

                         (IV)  the principal  amount of any  preference share
                               capital of any  subsidiary  owned otherwise than
                               by a member of the Group; and

                         (V)   any fixed or minimum  premium  payable on final
                               repayment of any borrowing or deemed borrowing;

                         but shall be deemed not to include:-

                          (VI)       borrowings   for  the   purposes   of
                                     repaying  the  whole  or any  part of
                                     borrowings  by a member  of the Group
                                     for the time being outstanding and so
                                     to be  applied  within  six months of
                                     being  so  borrowed,   pending  their
                                     application  for such purpose  within
                                     such period;

                          (VII)      borrowings   for   the   purpose   of
                                     financing  any contract in respect of
                                     which   any   part   of   the   price
                                     receivable  by a member  of the Group
                                     is   guaranteed  or  insured  by  the
                                     Export Credits  Guarantee  Department
                                     of the  Department of Trade or by any
                                     other     governmental     department
                                     fulfilling a similar function,  to an
                                     amount not exceeding that part of the
                                     price receivable  thereunder which is
                                     so guaranteed or insured; and

                          (VIII)     amounts  borrowed or raised which are
                                     for the time being  deposited with HM
                                     Customs  and Excise or any other body
                                     designated     by    any     relevant
                                     legislation  or order  in  connection
                                     with  import  deposits or any similar
                                     governmental  scheme  to  the  extent
                                     that a member  of the  Group  retains
                                     its interest therein;

                    (C)      when the  aggregate amount of  borrowings required
                             to be taken  into  account  for the  purposes of
                             this Article on any particular day is being
                             ascertained,  any of such moneys  denominated  or
                             repayable  (or  repayable  at the  option of any
                             person  other than the Company)  in a  currency
                             other  than  sterling  shall be  converted for the
                             purpose of  calculating  the sterling  equivalent
                             at the rate of exchange  prevailing on that day in
                             London  provided that any of such  moneys shall be
                             converted  at the rate of  exchange prevailing
                             in London six months before such day 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);

                    (D)      "audited  balance sheet" shall mean the audited
                             balance sheet of the Company prepared for the
                             purposes of the  Companies Acts unless at the date
                             of the then latest such  balance sheet  there
                             shall have been  prepared  for such  purposes and
                             audited a  consolidated balance  sheet of the
                             Company and its subsidiaries (with such exceptions
                             as may be permitted in the case of a  consolidated
                             balance sheet  prepared for the purposes of the
                             Companies  Acts) and in the latter event "audited
                             balance sheet" shall mean such audited consolidated
                             balance sheet of the Company and such subsidiaries,
                             the  references  to reserves and profits and loss
                             account shall be deemed to be references to
                             consolidated reserves  and  consolidated  profit
                             and loss account respectively and there shall be
                             excluded any amounts attributable to outside
                             interests in subsidiaries;

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

                    (F)      "the Group" means the Company and its  subsidiaries
                             (if any).

           (iii)    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.

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

                            PROCEEDINGS OF THE BOARD

120.  Subject to the  provisions of these  Articles,  the Board may meet for the
despatch of business,  adjourn and otherwise  regulate its meetings as it thinks
fit.  Questions  arising at any  meeting  shall be  determined  by a majority of
votes.  In the case of any equality of votes the  chairman of the meeting  shall
have an  additional  or casting  vote. A Director  may, and the Secretary on the
requisition of a Director shall, at any time summon a Board meeting.

121. Notice of a Board meeting shall be deemed to be duly given to a Director if
it is given to him  personally  or by word of mouth or sent in writing to him at
his last known address or any other address given by him to the Company for this
purpose. A Director absent or intending to be absent from the United Kingdom may
request the Board that notices of Board meeting shall during his absence be sent
in writing to him at his last known address or any other address given by him to
the Company for this  purpose,  but in the absence of any such  request it shall
not be  necessary  to give notice of a Board  meeting to any Director who is for
the time being  absent from the United  Kingdom.  A Director may waive notice of
any meeting either prospectively or retrospectively.

122. The quorum  necessary for the  transaction of the business of the Board may
be fixed by the Board and,  unless so fixed at any other  number,  shall be two.
Any Director  who ceases to be a Director at a Board  meeting may continue to be
present  and  to act as a  Director  and be  counted  in the  quorum  until  the
termination of the Board meeting if no other Director objects and if otherwise a
quorum of Directors would not be present.

123.  The  continuing   Directors  or  a  sole   continuing   Director  may  act
notwithstanding  any  vacancy in the Board but,  if and so long as the number of
Directors is reduced  below the minimum  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
for the  purpose  of  filling  vacancies  in the Board or of  summoning  general
meetings of the Company but not for any other purpose.  If there be no Directors
or  Director  able or willing to act,  then any two Members may summon a general
meeting for the purpose of appointing Directors.

124.  The Board may appoint a Chairman  and one or more  Deputy-Chairman  of its
meetings and determine the period for which they are  respectively  to hold such
office.  If no such  Chairman  or Deputy-  Chairman is  appointed,  or if at any
meeting  neither the Chairman  nor the  Deputy-Chairman  is present  within five
minutes after the time appointed for holding the same, the Directors may appoint
one of their number to be chairman of the meeting.

125.  If at any time  there is more than one  Deputy  Chairman  the right in the
absence of the  Chairman  to preside at a meeting of the Board or of the Company
shall be determined as between the Deputy Chairman present (if more than one) by
seniority in length of appointment or otherwise as resolved by the Board.

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

127.  The Board may  delegate  such of its powers or  discretion  (with power to
sub-delegate  and  including  without  limitation  those  involving the award or
payment to Directors of remuneration  and other benefits) as it may think fit to
committees  consisting  of one or more members of the Board and (if thought fit)
one or more persons co-opted as hereinafter  provided.  Any committees so formed
shall in the exercise of the powers so delegated conform to any regulations that
may from time to time be imposed by the Board.  Any such regulations may provide
for or authorise the co-option to the committee of persons other than  Directors
and for such co-opted members to have voting rights as members of the committee.
The  chairman  of each  committee  shall  be a  Director  and in the case of any
equality of votes the chairman of the  committee  shall have a second or casting
vote.

128. The meetings and  proceedings  of any  committee  consisting of two or more
members  shall be governed by the  provisions  contained  in these  Articles for
regulating  the  meetings  and  proceedings  of the Board so far as the same are
applicable and are not  superseded by any regulation  imposed by the Board under
the last  preceding  Article.  Insofar  as any such  power is so  delegated  any
reference in these  Articles to the exercise by the  Directors of such powers or
discretion  shall  be  read  and  construed  as if it were a  reference  to such
committee.

129. A  resolution  in writing  signed by all the  Directors  for the time being
entitled to receive  notice of a meeting of the Board  (provided  that number is
sufficient  to constitute a quorum) or by all the members of a committee for the
time being shall be as valid and  effectual as a resolution  passed at a meeting
of the  Board  or,  as the  case  may be,  of such  committee  duly  called  and
constituted.  Such  resolution  may be  contained  in one document or in several
documents  in the like  form  each  signed  by one or more of the  Directors  or
members of the committee concerned.

130. All or any of the Directors or any  committee of the Board may  participate
in a meeting of the Board or that  committee by means of a conference  telephone
or any  communication  equipment which allows all persons  participating  in the
meeting  to hear and speak to each other  throughout  the  meeting.  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  is
assembled, or, if there is no such group, where the chairman of the meeting then
is. Subject to the Companies Acts, all business transacted in such manner by the
Board or a committee of the Board shall be deemed to be validly and  effectively
transacted  at a meeting of the Board or a  committee  thereof  nothwithstanding
that fewer than two Directors or alternate  Directors are physically  present at
the same place.

131. All acts done by the Board or by any committee or by any person acting as a
Director or member of a committee,  shall as regards all persons dealing in good
faith with the Company,  notwithstanding  that it is afterwards  discovered that
there was some  defect  in the  appointment  of any  member of the Board or such
committee  or  person  acting  as  aforesaid  or that  they or any of them  were
disqualified  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 such committee and had been entitled to vote.

                                    SECRETARY

132.  The  Secretary  shall be  appointed  by the Board for such  term,  at such
remuneration  and upon such conditions as it may think fit; and any Secretary so
appointed  may be removed by the Board but  without  prejudice  to any claim for
damages for breach of any contract  between the  Secretary  and the Company.  If
thought  fit two or more  persons may be  appointed  as joint  secretaries.  The
Directors may also appoint from time to time on such terms as they think fit one
or more assistant or deputy secretaries.

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

                                    THE SEALS
134.
(a)        The Board  shall  provide  for the safe  custody  of the Seal and any
           Securities  Seal and neither  shall be used without the  authority of
           the Board or of a committee authorised by the Board in that behalf.

(b)        Each of the Seal and the Securities  Seal may be properly  affixed to
           any document by impressing  it by mechanical  means or by printing it
           or a facsimile of it on such document or by any other means  approved
           by the Board.

(c)        Every  instrument  to which the Seal shall be affixed shall be signed
           autographically by one Director and the Secretary or by two Directors
           save that as regards any  certificates  for shares or  debentures  or
           other securities of the Company the Board may by resolution determine
           that such  signatures  or either of them shall be  dispensed  with or
           that facsimiles of such signatures or either of them shall be printed
           or applied by any other means thereto.

(d)        The Securities Seal shall be used only for sealing  securities issued
           by the Company and  documents  creating or  evidencing  securities so
           issued.  Any such securities or documents  sealed with the Securities
           Seal shall not require to be signed.

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

                           AUTHENTICATION OF DOCUMENTS

136. Any Director or the Secretary or any person  appointed by the Board for the
purpose  shall  have  power  to   authenticate   any  documents   affecting  the
constitution  of the  Company and any  resolutions  passed by the Company or the
Board or any  committee  of the Board,  and any books,  records,  documents  and
accounts relating to the business of the Company,  and to certify copies thereof
or extracts  therefrom  as true copies or  extracts.  Where any books,  records,
documents  or accounts  are  elsewhere  than at the Office the local  manager or
other officer of the Company having the custody  thereof shall be deemed to be a
person appointed by the Board as aforesaid.  A document  purporting to be a copy
of a resolution,  or an extract from the minutes of a meeting, of the Company or
of the Board or any committee of the Board which is certified as aforesaid shall
be  conclusive  evidence in favour of all persons  dealing with the Company upon
the faith thereof that such  resolution has been duly passed or, as the case may
be, that such minutes or extract is a true and accurate record of proceedings at
a duly constituted meeting.

                          DIVIDENDS AND OTHER PAYMENTS

137.  Subject to the  provisions of the Companies  Acts,  the Company in general
meeting  may  from  time to time  declare  dividends  to be paid to the  Members
according  to  their  rights  and   interests  in  the  profits   available  for
distribution,  but no  dividend  shall  be  declared  in  excess  of the  amount
recommended by the Board.

138.  Subject  to the  provisions  of the  Companies  Acts,  in so far as in the
opinion of the Board,  the profits of the Company  justify  such  payments,  the
Board may declare and pay the fixed  dividends on any class of shares carrying a
fixed  dividend  expressed  to be payable on fixed dates on the  half-yearly  or
other dates  prescribed  for the payment  thereof and may also from time to time
declare and pay interim  dividends on shares of any class of such amounts and on
such dates and in respect of such  periods as it thinks fit.  Provided  that the
Board acts in good  faith,  it shall not incur any  liability  to the holders of
shares  conferring  preferred rights for any loss they may suffer in consequence
of the payment of an interim  dividend  on any shares  having  non-preferred  or
deferred rights.

139.  Unless and to the extent  that the  rights  attached  to any shares or the
terms of issue thereof  otherwise  provide,  all dividends shall (as regards any
shares not fully paid  throughout the period in respect of which the dividend is
paid) be  apportioned  and paid pro rata  according  to the amounts  paid on the
shares  during  any  portion or  portions  of the period in respect of which the
dividend is paid.  For the purposes of this Article no amount paid on a share in
advance  of calls  shall  be  treated  as paid on the  share.  Dividends  may be
declared or paid in any currency.

140. No dividend shall be paid  otherwise than out of profits  available for the
purpose in accordance  with the  provisions of the Companies Acts which apply to
the Company.

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

142.  Subject to the provisions of the Companies Acts where any asset,  business
or property is acquired by the Company as from a past date (whether such date be
before or after the incorporation of the Company) the profits and losses arising
therefrom  as from such date may at the  discretion  of the Board in whole or in
part be carried to revenue  account and  treated for all  purposes as profits or
losses of the Company.  Subject as aforesaid,  if any shares or  securities  are
purchased  cum  dividend or  interest,  such  dividend  or  interest  may at the
discretion of the Board be treated as revenue, and it shall not be obligatory to
capitalise the same or any part thereof.

143. If two or more persons are registered as joint holders of any share, or are
entitled  jointly to a share in consequence  of the death,  bankruptcy or mental
disorder of the holder or by  operation  of law or any other  event,  any one of
them may give  effectual  receipts  for any  dividend or other money  payable or
property distributable on or in respect of the share.

144.  Any  resolution  declaring  a dividend  on shares of any class,  whether a
resolution  of the Company in general  meeting or a resolution  of the Board may
specify that the same shall be payable to the persons  registered as the holders
of such shares at the close of business on a  particular  date,  notwithstanding
that it may be a date  prior to that on which  the  resolution  is  passed,  and
thereupon  the  dividend  shall be  payable  to them in  accordance  with  their
respective holdings so registered,  but without prejudice to the rights inter se
in respect of such dividend of transferors and transferees of any such shares.

145. Any  dividend or other  moneys  payable in cash on or in respect of a share
may be paid by cheque or warrant sent through the post to the registered address
of the  Member  or person  entitled  thereto  (or,  if two or more  persons  are
registered as joint holders of the share or are entitled  thereto in consequence
of the death, bankruptcy or mental disorder of the holder or by operation of law
or any  other  event  to any one of such  persons)  or to such  person  and such
address as such  Member or person or persons may in writing  direct.  Every such
cheque or warrant shall be made payable to the order of the person to whom it is
sent or to such  person as the  holder  or joint  holders  or person or  persons
entitled to the share in consequence of the death, bankruptcy or mental disorder
of the holder or by  operation  of law or any other event may in writing  direct
and  payment of the cheque or warrant by the banker  upon whom it is drawn shall
be a good  discharge to the Company.  Every such cheque or warrant shall be sent
at the  risk  of the  person  entitled  to the  money  represented  thereby.  In
addition,  any such  dividend  or other  moneys  payable may be paid by any bank
transfer  system or such other means and to or through such person as the holder
or  joint  holders  may  in  writing  direct  and  the  Company  shall  have  no
responsibility  for any sums lost or delayed in the course of any such  transfer
or where it has acted on any such direction.

146.  The  Company  may cease to send any cheque or warrant  through the post or
cease to employ any other  means of payment  for any  dividend  or other  amount
payable  in  respect  of any share in the  Company if in respect of at least two
consecutive  payments in respect of such share the cheques or warrants have been
returned  undelivered  or remain  uncashed  or the other  means of  payment  has
failed, or following one such payment and reasonable enquiries by the Company or
its agents have failed to  establish a new address or  amendment  to the payment
instructions,  and the  provisions of Article 149 shall mutatis  mutandis in the
meantime apply provided that,  subject to the provisions of these Articles,  the
Company shall recommence  sending cheques or warrants or employing such means of
payment in respect of such shares if the person entitled to receive  payments in
respect thereof so requests in writing.

147.
(a)        The Board may retain any  dividend or other  moneys  payable on or in
           respect of a share on which the Company has a lien, and may apply the
           same  in  or  towards  satisfaction  of  the  debts,  liabilities  or
           engagements in respect of which the lien exists.

(b)        The Board may retain the dividends  payable upon shares in respect of
           which any person is under the  provisions as to the  transmission  of
           shares  hereinbefore  contained  or  otherwise  by  operation  of law
           entitled  to become a  Member,  or which  any  person is under  those
           provisions  entitled to  transfer,  until such person  shall become a
           Member in respect of such shares or shall transfer the same.

148. The waiver in whole or in part of any dividend on any share by any document
(whether or not under seal) shall be effective  only if such  document is signed
by the  holder  thereof  (or  the  person  becoming  entitled  to the  share  in
consequence  of the death,  bankruptcy  or mental  disorder  of the holder or by
operation of law or any other  event) and  delivered to the Company and if or to
the extent that the same is accepted as such or acted upon by the Company.

149. Any dividend or other monies  payable in respect of a share  unclaimed  for
one year after having  become due for payment may be invested or otherwise  made
use of by the Board for the benefit of the Company until claimed.The  payment by
the Board of any unclaimed  dividend or other moneys payable on or in respect of
a share into a separate  account shall not  constitute  the Company a trustee in
respect  thereof and any dividend  unclaimed after a period of twelve years from
the date such  dividend is payable  shall be  forfeited  and shall revert to the
Company.

150. The Company may upon the recommendation of the Board by ordinary resolution
direct payment of a dividend in whole or in part by the distribution of specific
assets (and in particular of paid up shares or debentures of any other  company)
and the Board shall give effect to such resolution.  Where any difficulty arises
in regard to such  distribution,  the  Board  may  settle  the same as it thinks
expedient and in particular may issue fractional certificates, may fix the value
for distribution of such specific assets or any part thereof, may determine that
cash  payments  shall be made to any  Members  upon the  footing of the value so
fixed in order to adjust the rights of all parties  (subject  to a retention  by
the Company of amounts not exceeding (pound)3 (or such other amount as the Board
may  from  time to time  determine)  due to any  Member)  and may  vest any such
specific assets in trustees as may seem expedient to the Board.

151.  The Board may, if  authorised  by an ordinary  resolution  of the Company,
offer any  holders of  ordinary  shares  the right to elect to receive  ordinary
shares, credited as fully paid, instead of cash in respect of the whole (or some
part, to be  determined by the Board) of any dividend  specified by the ordinary
resolution. The following provisions shall apply:-

(a)      An ordinary  resolution may specify a particular dividend (whether or
         not already  declared) or may specify all or any  dividends  declared
         within a specified period, but such period may not end later than the
         beginning of the fifth annual general  meeting  following the date of
         the meeting at which the ordinary resolution is passed.

(b)      The Board may  determine the basis of  entitlement  of each holder of
         ordinary  shares to new ordinary shares to be issued pursuant to this
         Article and the value of such new  ordinary  shares may be greater or
         less than the value of the relevant cash dividend, but shall never be
         less than the par value of the new ordinary shares.

(c)      On or as soon as practicable  after  announcing  that it is to
         declare or recommend any dividend,  the Board, if it intends to offer
         an election in respect of that  dividend,  shall also announce that
         intention,  and shall,  after  determining  the basis of  allotment,
         if it decides to proceed  with the offer,  notify the holders of
         ordinary  shares in writing of the right of election offered to them,
         and specify the procedure to be  followed  and place at which, and
         the latest  time by which  elections  must be lodged in order for
         elections  to be  effective.  The  basis of  allotment  shall be such
         that no  shareholder  may  receive a fraction of a share.  The Board
         may make such provisions as it thinks fit for any fractional
         entitlements including  provisions  whereby,  in whole or in part,
         the benefit  thereof  accrues to the Company  and/or under which
         fractional  entitlements are accrued and/or retained and in each
         case accumulated on behalf of any holder  and such  accruals  or
         retentions  are  applied  to the  allotment  by way of bonus to or
         cash subscription on behalf of such holder of fully paid shares
         and/or  provisions  whereby cash payments may be
         made to such holders in respect of their fractional entitlements.

(d)     The Board shall not proceed with any election  unless the Company has
        sufficient  unissued  shares  authorised  for  issue  and  sufficient
        reserves or funds that may be  capitalised to give effect to it after
        the basis of allotment is determined.

(e)     The Board may exclude  from any offer any holders of ordinary  shares
        where the Board  believes  that the making of the offer to them would
        or might  involve the  contravention  of the laws of any territory or
        that for any other reason the offer should not be made to them.

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

(g)     The additional ordinary shares when allotted shall rank pari passu in
        all respects with the fully-paid ordinary shares then in issue except
        that they  will not be  entitled  to  participation  in the  relevant
        dividend.

(h)    The Board may also from time to time  establish  or vary a procedure  for
       election  mandates,  under which a holder of ordinary shares may maintain
       an election in respect of future rights offered to that holder under this
       Article  until the  election  mandate is revoked in  accordance  with the
       procedure  and may do all such acts and other  things as it may  consider
       necessary or expedient to give effect to this Article  including,  in its
       discretion, amending, suspending or terminating any offer in operation.

(i)    If the  amount  of cash  dividend  remaining  payable  to a holder in
       respect of elected  ordinary  shares is less than  (pound)3  (or such
       other amount as the Board from time to time  determine)  then, if the
       Board so resolves, such amount shall not be paid but retained for the
       benefit of the Company.

                                    RESERVES

152. The Board mayfrom time to time, set aside out of the profits of the Company
such sums as it thinks proper which shall,  at the  discretion of the Board,  be
applicable  for any  purpose to which the profits of the Company may be properly
applied and pending such  application  may, also at such  discretion,  either be
employed in the  business of the Company or be invested in such  investments  as
the Board may from time to time think fit.  The Board may also  without  placing
the same to reserve carry forward any profits.  The Board may divide the reserve
into  special  funds  as it  thinks  fit and may  consolidate  into one fund any
special  funds or any parts of any special funds into which the reserve may have
been  divided.  In carrying  sums to reserve and in applying  the same the Board
shall comply with the provisions of the Companies Acts.

                     CAPITALISATION OF PROFITS AND RESERVES

153. The Board may, with the sanction of an ordinary  resolution of the Company,
capitalise  any sum  standing  to the  credit  of any of the  Company's  reserve
accounts  (including any share premium account,  capital  redemption  reserve or
other  undistributable  reserve) or any sum standing to the credit of profit and
loss account by appropriating  such sum to the holders of ordinary shares on the
register of members at the close of business on the date of the  resolution  (or
such other date as may be specified  therein or determined as therein  provided)
in proportion to their then holdings of ordinary shares and applying such sum on
their behalf in paying up in full unissued  ordinary shares (or,  subject to any
special  rights  previously  conferred  on any shares or class of shares for the
time  being  issued,  unissued  shares of any other  class not being  redeemable
shares) for allotment and distribution  credited as fully-paid up to and amongst
them as bonus shares in the proportion aforesaid.  The Board may do all acts and
things   considered   necessary   or  expedient  to  give  effect  to  any  such
capitalisation,  with full  power to the Board to make such  provisions  as they
think  fit for any  fractional  entitlements  which  would  arise  on the  basis
aforesaid (including provisions whereby fractional  entitlements are disregarded
or the  benefit  thereof  accrues  to the  Company  rather  than to the  Members
concerned).  The Board may  authorise  any  person to enter on behalf of all the
Members  interested  into an agreement  with the Company  providing for any such
capitalisation  and matters incidental thereto and any agreement made under such
authority shall be effective and binding on all concerned.

                                  RECORD DATES

154.  Notwithstanding  any  other  provision  of  these  Articles,  but  without
prejudice to the rights  attached to any shares the Company or the Board may fix
any date as the record date for any dividend,  distribution,  allotment or issue
and such  record date may be on or at any time before or after any date on which
such dividend, distribution, allotment or issue is declared, paid or made.

                                FORM OF REGISTERS

155. Any register, index, minute book, book of account or other book required by
these  Articles or the Companies  Acts to be kept by or on behalf of the Company
may be kept either by making  entries in bound books or by recording them in any
other manner. In any case in which bound books are not used, the Directors shall
take  adequate   precautions  for  guarding   against   falsification   and  for
facilitating its discovery.

                               ACCOUNTING RECORDS

156. The Board shall cause to be kept  accounting  records  sufficient to give a
true and fair view of the state of the Company's affairs and to show and explain
its  transactions,  in accordance with the provisions of the Companies Acts. The
accounting  records shall be kept at the Office or, subject to the provisions of
the Companies Acts, at such other place or places as the Board may think fit and
shall always be open to  inspection  by the  officers of the Company.  No Member
(other than an officer of the Company)  shall have any right of  inspecting  any
accounting  record or book or document of the Company except as conferred by law
or authorised by the Board or by the Company in general meeting.

157.  Unless the  Companies  Acts from time to time  otherwise  permit a copy of
every  balance  sheet and  profit and loss  account,  including  every  document
required by law to be annexed thereto, which is to be laid before the Company in
general meeting,  together with a copy of the auditor's report, shall be sent to
each  person  entitled  thereto  in  accordance  with  the  requirements  of the
Companies  Acts or of these  Articles,.  Provided  that this  Article  shall not
require a copy of such  documents or any  substitute  permitted by the Companies
Acts to be sent to more  than one of joint  holders  or to any  person  of whose
address the Company is not aware, but any Member or holder of debentures to whom
a copy of such documents or any  substitute  permitted by the Companies Acts has
not been sent shall be entitled to receive a copy free of charge on  application
at the Office.

                                    AUDITORS

158.  Auditors shall be appointed and their duties  regulated in accordance with
the provisions of the Companies Acts PROVIDED THAT (subject to the provisions of
the Companies  Acts) all acts done by any person acting as an auditor shall,  as
regards  all  persons  dealing  in  good  faith  with  the  Company,  be  valid,
notwithstanding  that there was some defect in his appointment or that he was at
the time of his appointment not qualified for appointment or subsequently became
disqualified.

159. An auditor  shall be entitled to attend any general  meeting and to receive
all notices of and other  communications  relating to any general  meeting which
any Member is entitled to receive and to be heard at any general  meeting on any
part of the business of the meeting which concerns him as auditor.

                     SERVICE OF NOTICES AND OTHER DOCUMENTS

160. Any notice or document  (including a share certificate) may be served on or
delivered  to any  Member by the  Company  either  personally  or by  sending it
through the post in a prepaid cover  addressed to such Member at his  registered
address,  or (if he has no registered  address within the United Kingdom) to the
address, if any, within the United Kingdom supplied by him to the Company as his
address  for the  service  of  notices,  or by  delivering  it to  such  address
addressed as aforesaid or, subject to the Companies Acts,  electronically  to an
electronic   address  or  facsimile  number  notified  to  the  Company  by  the
shareholder  for this  purpose,  provided that a share  certificate  may only be
delivered  personally or by post. In the case of a Member registered on a branch
register any such notice or document may be posted either in the United  Kingdom
or in the territory in which such branch register is maintained.  Where a notice
or other document is served or sent by post, service or delivery shall be deemed
to be effected at the  expiration of twenty-four  hours (or, where  second-class
mail is employed,  forty-eight  hours) after the time when the cover  containing
the  same is  posted  and in  proving  such  service  or  delivery  it  shall be
sufficient to prove that such cover was properly addressed,  stamped and posted.
Where a notice or document is sent electronically  service or delivery is deemed
to be  effected  at the time of  transmission  and in  proving  such  service or
delivery it shall be  sufficient to show that the sender's  equipment  indicates
successful  transmission.  The accidental failure to send, or the non-receipt by
any person entitled to, any notice of or other document  relating to any meeting
or  other  proceedings  shall  not  invalidate  the  relevant  meeting  or other
proceeding.  Any  notice or other  document  may be served or  delivered  by the
Company by  reference  to the  register  of members as it stands at any time not
more than 15 days  before  the date of  service  or  delivery,  no change in the
register of members after that time shall  invalidate  that service or delivery.
The provisions of Article 146 shall mutatis  mutandis apply to any other notices
or communications to shareholders. All share certificates and/or other documents
of title sent by or to a Member or as he may direct shall be sent at his risk.

161.  Any notice  given to that one of the joint  holders of a share  whose name
stands  first in the  register  of  members  in  respect  of the share  shall be
sufficient  notice to all the joint holders in their  capacity as such. For such
purpose a joint holder  having no registered  address in the United  Kingdom and
not having  supplied  an address  within the United  Kingdom  for the service of
notices shall be disregarded.

162. A person entitled to a share in consequence of the death or bankruptcy of a
Member or  otherwise  by  operation  of law upon  supplying  to the Company such
evidence as the Board may reasonably require to show his title to the share, and
upon  supplying  also an address  within the United  Kingdom  for the service of
notices,  shall be  entitled to have  served  upon or  delivered  to him at such
address any notice or document to which the Member would have been entitled, and
such service or delivery  shall for all purposes be deemed a sufficient  service
or  delivery of such  notice or  document  on all  persons  interested  (whether
jointly  with  or as  claiming  through  or  under  him) in the  share.  Save as
aforesaid  any notice or  document  delivered  or sent by post to or left at the
address of any Member in pursuance of these Articles shall, notwithstanding that
such Member be then dead or bankrupt or in  liquidation,  and whether or not the
Company has notice of his death or bankruptcy or liquidation,  be deemed to have
been duly served or delivered in respect of any share  registered in the name of
such Member as sole or first-named joint holder.

163. A Member who (having no registered  address within the United  Kingdom) has
not supplied to the Company an address within the United Kingdom for the service
of notices shall not be entitled to receive notices from the Company.

164. Any Member  present,  either  personally or by proxy, at any meeting of the
Company or class of Members of the Company  shall for all  purposes be deemed to
have received due notice of such meeting and, where  requisite,  of the purposes
for which such meeting was convened.

165.  Every  person  who by  operation  of  law,  transfer  or any  other  means
whatsoever,  shall become  entitled to any shares shall be bound by every notice
(other than a notice  served under Article 78 (b) or (c) unless the said Article
other wise provides) in respect of such shares which  previously to his name and
address  being  entered in the register of members shall have been duly given to
the person from whom he derives his title to such shares.

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

167. Nothing in any of the preceding seven Articles shall affect any requirement
of the Companies  Acts that any  particular  offer,  notice or other document be
served in any particular manner.

                            DESTRUCTION OF DOCUMENTS

168.       The Company may destroy:-

(a)        any share  certificate  which has been  cancelled at any time after
           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 document on the basis of which any entry in the register is
           made at any time after the expiry of six years from the date an entry
           in the register 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.

                                   WINDING UP

169.       The Board  shall  have power in the name and on behalf of the
Company  to present a petition  to the Court for the Company to be wound up.

170. If the Company  shall be wound up (whether the  liquidation  is  voluntary,
under supervision, or by the Court) the liquidator may, with the authority of an
extraordinary  resolution and subject to any provision  sanctioned in accordance
with the provisions of the Companies  Acts,  divide amongst Members in specie or
kind the whole or any part of the  assets of the  Company  (whether  they  shall
consist of property  of the same kind or not) and may,  for such  purposes,  set
such values as he deems fair upon any  property to be divided as  aforesaid  and
may determine  how such division  shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like authority,  vest
the whole or any part of the assets in trustees upon such trusts for the benefit
of Members as the Liquidator  with the like  authority  shall think fit, and the
liquidation of the Company may be closed and the Company dissolved,  but so that
no  contributory  shall be compelled  to accept any shares or other  property in
respect of which there is a liability and the  liquidator may make any provision
referred  to in,  and  sanctioned  in  accordance  with  the  provisions  of the
Companies Acts.

                                   INDEMNITIES

171. Subject to the provisions of the Companies Acts, every Director,  alternate
Director,  auditor,  Secretary or other officer of the Company shall be entitled
to be indemnified by the Company against all costs,  charges,  losses,  expenses
and liabilities  incurred by him in the execution and/or discharge of his duties
and/or the exercise of his powers and/or  otherwise or in relation thereto or in
connection with his duties, powers or office including (without prejudice to the
generality  of the  foregoing)  any  liability  incurred by him in defending any
proceedings,  civil or  criminal,  which  relate to anything  done or omitted or
alleged to have been done or omitted  by him as an  officer or  employee  of the
Company  and in  which  judgement  is given in his  favour  (or the  proceedings
otherwise disposed of without any finding or admission of any material breach of
duty on his  part)  or in  which  he is  acquitted  or in  connection  with  any
application  under any statute for relief from  liability in respect of any such
act or omission in which relief is granted to him by the Court.

                                    EMPLOYEES

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