THE COMPANIES (JERSEY) LAWS 1861 to 1968


                            COMPANY LIMITED BY SHARES


                            MEMORANDUM OF ASSOCIATION


                                       of

                        LONDON PACIFIC GROUP LIMITED (1)

1.       The Name of the Company is "LONDON PACIFIC GROUP LIMITED".

2.       The registered office of the Company will be situate in Jersey.

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

(a)(i)    To  carry  on  the  business of financiers  and financial  consultants
          in all  its  branches  and  departments  and  subsidiaries,  including
          raising money from third parties for  investment in warrants,  shares,
          stocks,  direct  participations,   debentures,   debenture  stock  and
          securities and investments of all kinds created,  issued or guaranteed
          by any company, corporation, body, association or partnership, whether
          with  limited or  unlimited  liability,  constituted  or  carrying  on
          business  in any part of the world,  and in  particular  (but  without
          prejudice  to the  generality  of the  foregoing)  raising  money  for
          investment in the securities (being securities not listed or otherwise
          dealt in on any  stock  exchange  or  over-the-counter  market or like
          market,  but which are  expected to be so listed or dealt in, or which
          are expected to be acquired by some third party,  within five years of
          the investment  being made) of companies and  corporations  located in
          the  United  States of  America  or  elsewhere  requiring  development
          capital, and
-----------------------------------------
[FN]
(1) By Special  Resolution  dated 9 December  1986 the Company  changed its name
from Berkeley Technology Limited to "Berkeley Govett & Company Limited"

By Special  Resolution  dated 30 March 1992 the  Company  changed  its name from
Berkeley Govett & Company Limited to "Govett & Company Limited".

By Special  Resolution  dated 29 December 1995 the Company changed its name from
Govett & Company Limited to "London Pacific Group Limited".
</FN>

<PAGE>
          generally to  deal in any such  securities and to  charge and  receive
          fees and commissions in respect of  any of the foregoing.

(ii)      To act as an  investment  or holding  company and for that  purpose to
          acquire, invest in and hold by way of investment either in the name of
          the  Company  or in  that  of  any  nominees  shares,  stocks,  direct
          participations,   debentures,   debenture  stock,  bonds,   mortgages,
          obligations,  notes, warrants,  options and securities and instruments
          of  all  kinds   created,   issued  or   guaranteed  by  any  company,
          corporation, body, association or partnership, whether with limited or
          unlimited  liability,  constituted or carrying on business in any part
          of the world, or by any government,  sovereign,  ruler, commissioners,
          public body or authority,  supreme, municipal, local or otherwise, and
          foreign  currency  and any  rights and  interests  to or in any of the
          foregoing, and from time to time to sell, exchange, vary or dispose of
          any of the  foregoing  and to deposit money (or place money on current
          account) with such persons,  and on such terms as may seem  expedient.

(iii)     To acquire any such shares, stocks, direct participations, debentures,
          debenture stock, bonds,  mortgages,  obligations,  warrants,  options,
          securities,   foreign  currency,  rights  or  interests  aforesaid  by
          original subscription,  tender, purchase, participation in syndicates,
          exchange or  otherwise  or as  consideration  for  services  rendered,
          monies paid,  guarantees given, or for any other cause,  whether fully
          paid or not, and to  subscribe  for the same either  conditionally  or
          otherwise,  to enter into  underwriting  and  similar  contracts  with
          respect  thereto  and to  exercise  and  enforce all rights and powers
          conferred by or incidental to the ownership thereof, to facilitate and
          encourage  the  creation,  issue  or  conversion  of,  and to give any
          guarantee  in  relation  to the  repayment  of, or the  payment of any
          interest  or  dividends  on,  debentures,   debenture  stock,   bonds,
          obligations,  shares,  stocks,  and  other  securities  and  to act as
          trustee in connection  with any such  securities,  and to take part in
          the conversion of business  concerns and  undertakings  into public or
          private companies.
<PAGE>
(iv)      To co-ordinate the administration,  policies, management, supervision,
          control,  research,  planning,  business  manufacture  and any and all
          other  activities  of any and every  kind or nature of any  company or
          companies   or  group  of  companies   now  or  hereafter   formed  or
          incorporated  or acquired in any part of the world which may be or may
          become  related or  associated in any way with the Company or with any
          company related or associated  therewith,  including any subsidiary or
          subsidiaries  of the  Company  or of any such  associated  or  related
          company  or  companies.

(v)       To carry on  business  as  capitalists,  financiers,  concessionaires,
          brokers and  merchants  and to undertake  and carry on and execute all
          kinds of financial, commercial and trading operations.

(vi)      To  provide  or  procure  management,   including  the  management  of
          investments  and other property,  administrative,  sales and technical
          assistance,  service  and  advice  on a  contract,  loan,  secondment,
          employment  or other  basis  and to  provide  consultants,  staff  and
          employees who will give investment, management, administrative, sales,
          marketing and technical  assistance,  service and advice to any person
          or company anywhere in the world on any matter or any type of business
          whatsoever  and  to  act  as  managers,  registrars,   administrators,
          secretaries,    auditors,   accountants   of   bodies   corporate   or
          unincorporate in any part of the world,  for the Company's  account or
          for third  parties and to charge and receive fees and  commissions  in
          respect  of any of the  foregoing.

(vii)     To contract for public or private loans and to  negotiate,  underwrite
          and issue the same;  and,  with  reference to  commodities,  commodity
          futures, or foreign exchange  contracts,  to enter into conditional or
          forward  contracts for the acquisition or disposal of any such assets.

(viii)    To procure the Company to be  registered  or  recognised  on any stock
          exchange or in any country or place abroad.

(b)       To acquire (either in furtherance of the business of the Company or by
          way of investment or otherwise) by purchase,  lease, exchange, hire or
          otherwise  lands and real or  personal  property of any kind or of any
          tenure or any  interest in the
<PAGE>
          same; to  erect and  construct  houses,  buildings  or  works of every
          description  on any land of the  Company,  or upon any other  lands or
          property,  and to pull  down,  rebuild,  enlarge,  alter  and  improve
          existing  houses,  buildings or works thereon and generally to manage,
          deal with and improve the property of the Company; and to sell, lease,
          let,  mortgage or otherwise dispose of the lands,  houses,  buildings,
          and other property of the Company.

(c)       To apply  for,  register,  purchase  or by  other  means  acquire  any
          patents,  patent rights, brevets d'invention,  licences,  trade marks,
          designs, concessions and inventions and to use and turn to account the
          same or to  develop,  sell or  assign  the same or grant  licences  or
          privileges  in  respect  thereof  or  otherwise  turn  the same to the
          advantage of the Company.

(d)       To give credit to advance or lend money to or with such persons and on
          such terms as may seem expedient.

(e)       To receive  moneys on deposit or loan and to borrow or raise  money in
          any  currency  and secure or discharge  any debt or  obligation  of or
          binding on the Company in any manner and in particular by the issue of
          debentures and to secure the repayment of any money  borrowed,  raised
          or owing by mortgage,  charge or lien against the whole or any part of
          the  Company's  undertaking  property  or assets  (whether  present or
          future)  including  uncalled  capital  and also by a similar  mortgage
          charge  or  lien  to  secure  or  guarantee  the  performance  of  any
          obligation  or  liability  undertaken  by the Company or any person or
          company.

(f)       To guarantee the payment of money by or the observance and performance
          of any  contracts,  liabilities,  obligations  or  engagements  of any
          company,  firm or person and to grant  guarantees  and  indemnities of
          every description,  and to undertake obligations of every description.

(g)       To invest  and deal with the  monies of the  Company  not  immediately
          required  for any other  object of the  Company in such shares or upon
          such  securities  and in  such  manner  as from  time  to time  may be
          determined.

(h)       To enter  into any  Arrangements  with any  government  or  authority,
          supreme,  municipal,  local or  otherwise  and to obtain from any such
          government or
<PAGE>

          authority  any  rights,  concessions  and  privileges  that  may  seem
          conducive to the objects of the Company or any of them.

(i)       To employ any person,  firm,  company or other body to investigate and
          examine  into  the  conditions,   prospects,   values,  character  and
          circumstances  of any business concern or undertaking and generally of
          any  assets,  concessions,  properties,  or  rights.

(j)       To take out, acquire, surrender, and assign policies of assurance with
          any  insurance  company or companies it may think fit payable at fixed
          or uncertain dates or upon the happening of any contingency whatsoever
          and to pay the  premiums  thereon.

(k)       To amalgamate or enter into  partnership or into any  arrangement  for
          sharing  profits,  union  of  interests,  joint  venture,   reciprocal
          concessions or  co-operation  with any person or company  carrying on,
          engaged  in or about to engage in any  activity  which the  Company is
          authorised to engage in, or any transaction capable of being conducted
          so as directly or  indirectly  to benefit the Company,  and to take or
          otherwise  acquire and hold,  sell,  re-issue,  or otherwise deal with
          shares or stock in or securities or  obligations  of, and to subsidise
          or  otherwise  assist  any  such  securities  or  obligations  or  any
          dividends  upon any such shares or stock.

(l)       To pay or remunerate by cash payment or otherwise any person,  firm or
          company for rendering  services to the Company in the promotion of the
          Company  or the  placing  and issue of shares,  debentures,  debenture
          stock or other securities of the Company or otherwise  howsoever.

(m)       To support and subscribe to any charitable or public  object,  and any
          institution,  society  or club  which  may be for the  benefit  of the
          Company or its  employees,  or may be connected with any town or place
          where the  Company  carries on  business,  to give or award  pensions,
          annuities,  gratuities,  and  superannuation  or other  allowances  or
          benefits  or  charitable  aid to any  persons  who  are or  have  been
          Directors  of, or who are to have been employed by, or who are serving
          or have  served the  Company and to the wives,  widows,  children  and
          other  relatives  and  dependants  of such  persons;  to make payments
          towards  insurance  and to set up,  establish,  support,  and maintain
          superannuation  and other funds or schemes
<PAGE>

          (whether contributory or non-contributory) for the benefit of any such
          persons and of their wives, widows,  children, and other relatives and
          dependants.

(n)       To draw, make,  accept,  endorse,  discount,  issue and execute bills,
          warrants, notes or other negotiable or transferable  instruments.

(o)       To engage in any other  activity  which may seem to the  Company to be
          capable of being conveniently  undertaken in connection with any other
          activity of the Company herein authorised,  or may seem to the Company
          calculated directly or indirectly to benefit the Company or to enhance
          the value of or render  profitable any of the Company's  properties or
          rights.

(p)       To  acquire  all or any part of the  property,  and to  undertake  any
          liabilities of any person,  firm,  association or company possessed of
          property  suitable  for  any  purposes  of  the  Company,  and  as the
          consideration for the same to pay cash or to issue any fully or partly
          paid up shares,  debentures,  or  obligations  of the Company.

(q)       To subscribe for, take, purchase or otherwise acquire either for cash,
          shares or  debentures  in the Company or any other  consideration  any
          shares,  stocks,  debenture  stocks,  bonds or securities in any other
          company or  business  which,  in the  opinion of the  Company,  may be
          carried on so as directly or indirectly to benefit the Company.

(r)       To  acquire  and  undertake  the  whole or any  part of the  business,
          property,  assets, liabilities and transactions of any person, firm or
          company  carrying on or proposing  to carry on any business  which the
          Company  is  authorised  to  carry on or which  can be  carried  on in
          conjunction  therewith  or which is capable of being  conducted  so as
          directly or indirectly to benefit the Company.

(s)       To distribute among the members of the Company in specie any assets of
          the  Company or any  proceeds of sale or disposal of any assets of the
          Company  and in  particular  to repay any  surplus or  premiums on any
          shares  of the  Company  but so that  (except  on a  winding-up  or as
          authorised by the court) no  distribution  amounting to a reduction of
          the nominal paid up capital of the Company be made.
<PAGE>
(t)       To assist in the  promotion of or promote any company or companies for
          the  purpose  of its or their  acquiring  all or any of the  property,
          rights and liabilities of the Company,  or for any other purpose which
          may seem directly or indirectly  calculated to benefit the Company and
          to pay all the expenses  incidental to such promotion.

(u)       To promote by way of advertising  the Company's  products and services
          in any manner and to reward  customers or potential  customers  and to
          promote or take part in any scheme likely to benefit the Company.

(v)       To pay out of the funds of the Company all costs, charges and expenses
          which the  Company  may  lawfully  pay  incidental  to the  promotion,
          formation, establishment,  registration, and advertising of or raising
          money  for  the  Company  and  the  issue  of its  capital,  including
          brokerage and  commissions for obtaining  applications  for or taking,
          placing or  underwriting  shares or  debentures  and for  obtaining or
          maintaining  at any time a listing or quotation on any Stock  Exchange
          for any shares of the  Company and 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  activities.

(w)       To  apply  for,  promote  and  obtain  any  order or  sanction  of any
          authority,  national,  local, municipal or otherwise, for enabling the
          Company to carry any of its objects into effect or for  effecting  any
          modification  of the  Company's  Constitution  or any extension of its
          powers or for any purpose  which may seem  expedient and to oppose any
          proceedings or application  the direct or indirect effect of which may
          be to prejudice  the Company or its  objects.

(x)       To carry out all or any of the  objects  aforesaid  in any part of the
          world, and as principals, agents, contractors,  trustees or otherwise,
          and by or through trustees, agents, attorneys or otherwise, and either
          along or in conjunction  with others.

(y)       To do all such other  things as the  Company  may deem  incidental  or
          conducive to the  attainment  of any of the  aforesaid  objects of the
          Company and to engage in any other  activity of any nature  whatsoever
          which may seem to the  Directors  to
<PAGE>

          be  capable  of  being   conveniently   undertaken  in  connection  or
          conjunction with any activity of the Company  hereinbefore  authorised
          or to be  expedient  with a  view  to  rendering  profitable  or  more
          profitable any of the Company's assets or utilising its expertise.

         The objects  specified  in each of the  paragraphs  of this  Memorandum
         shall be regarded as independent  objects, and accordingly shall not be
         limited  or  restricted  (except  where  otherwise  expressed  in  such
         paragraph)  by the  objects  indicated  in any  other  paragraph  or by
         reference to the name of the Company.

         And it is hereby declared that the word "company" (except where used in
         reference  to this  Company) in this Clause  shall be deemed to include
         any partnership or other body of persons,  whether  incorporated or not
         incorporated.

4.  (i)   The authorised share  capital of the Company is (2)Four  million three
          hundred  and twenty  thousand  United  States  Dollars  (US$4,320,000)
          divided into  Eighty-six  million four hundred  thousand  (86,400,000)
          Ordinary  Shares of Five United  States  Cents  (US(cent)5)  each with
          power by Special  Resolution  to divide  the  shares of such  original
          capital in several  classes  and to attach  thereto  respectively  any
          preferred,  qualified,  special or  deferred  rights,  voting  rights,
          privileges or conditions.

     (ii) The Company has power from time to time to increase its capital and to
          issue any  shares in such  increased  capital as  ordinary,  deferred,
          preferred or  guaranteed  shares and to attach to such shares  special
          rights of management  and control of the business of the Company or of
          representation on the Board of Directors and either before issue or at
          any time after issue to attach to such shares any  preference or other
          rights, privileges, or conditions or any qualified or modified rights,
          and to subject such shares to any restrictions or limitations that may
          be  determined  by the Company or under The  Companies  (Jersey)  Laws
          1861-1968,  or any other  Acts or Laws  prevailing  at the time of the
          said issue.

-----------------------------------------
[FN]
(2) By Special  Resolution  dated 4 April 1986 the Share  Capital of the Company
was  increased  from  US$3,000,000  to  US$3,600,000  with  the  creation  of an
additional 12,000,000 Ordinary Shares of US 5c cents each.

By Special  Resolution  dated 2 September  1986 the Share Capital of the Company
was  increased  from  US3,600,000  to  US$4,320,000  with  the  creation  of  an
additional 14,400,000 Ordinary Shares of US 5c cents each.
</FN>
<PAGE>
5.        The amount  payable  on the issue of any shares in the  capital of the
          Company  shall be payable in full on  allotment  unless the Company by
          Ordinary Resolution in general meeting or the Directors of the Company
          (subject always to any prior Ordinary Resolution of a general meeting)
          shall  have  decided  to  accept  payment  by  instalments  or  calls,
          whereupon  payment shall be made in accordance with such  resolutions,
          and in accordance  with the provisions of the Articles of Association.
          Any Shares in the  Company  may be  allotted  and issued in payment or
          part payment for any property or rights acquired by the Company or for
          services  rendered to the Company by any person or company in or about
          the conduct of the  business of the Company and for shares so allotted
          and issued no money  payment  shall be made or required save in so far
          as by the terms and  provisions  under  which any of such  shares  may
          respectively  be allotted and issued a money  payment  therefor may be
          required.

6.        The  non-payment of a call on the day  appointed for  payment  thereof
          shall  render the shares in respect of which the call was made  liable
          to be forfeited.

7.        The Company  shall  exist  until  dissolved  by Special  Resolution or
          otherwise according to the Law.

8.        The  liability  of each  shareholder is  limited to the amount for the
          time being unpaid on each share held by him.

9.        The  Corporate  Signature  of  the  Company  is "London  Pacific Group
          Limited".

<PAGE>


                        INDEX TO ARTICLES OF ASSOCIATION

Interpretation...........................................................  1
Business.................................................................  5
Office...................................................................  5
Capital..................................................................  6
Certificated Shares......................................................  8
Uncertificated Shares....................................................  8
Lien ....................................................................  11
Calls on Shares..........................................................  12
Transfer of Certificated Shares..........................................  14
Transfer of Uncertificated Shares........................................  16
Other Provisions Relating to Transfers...................................  17
Transmission of Shares...................................................  17
Forfeiture of Shares.....................................................  18
Alteration of Capital....................................................  21
General Meeting..........................................................  22
Notice of General Meetings...............................................  23
Proceedings at General Meetings..........................................  24
Votes of Members.........................................................  26
Directors................................................................  29
Powers of Directors......................................................  35
Managing Director and Other Appointments.................................  39
Rotation, Appointment and Removal of Directors...........................  41
Proceedings of Directors.................................................  43
Secretary................................................................  45
Company Seals............................................................  46
Record Dates.............................................................  47
Dividends................................................................  47
Reserves.................................................................  50
Capitalisation of Reserves...............................................  50
Accounts.................................................................  51
Audit....................................................................  52
Authentication of Documents..............................................  52
Notices..................................................................  53
Winding Up...............................................................  54
Compromises and Arrangements.............................................  55
Indemnity................................................................  55
Representatives for Real and Personal Estate.............................  56


<PAGE>




                         THE COMPANIES (JERSEY) LAW 1991


                            COMPANY LIMITED BY SHARES


                         NEW ARTICLES OF ASSOCIATION (3)

                                       of

                          LONDON PACIFIC GROUP LIMITED


                                 INTERPRETATION

1.    (a) In these Articles,  if not inconsistent with the subject matter or
          context,  the words  standing  in the first  column of the table  next
          hereinafter  contained  shall bear the  meaning  set  opposite to them
          respectively in the second column thereof:-

                  Accounting            Date 31  December  in each  year or such
                                        other date as the Board may from time to
                                        time decide.

                  Articles              These  Articles of  Association  as from
                                        time  to   time   altered   by   Special
                                        Resolution.

                  Approved Operator     An   "approved   operator" as defined in
                                        the Order;

                  Audited Balance Sheet The last audited  balance  sheet  of the
                                        Company  unless  as at the  date of such
                                        balance sheet there shall have been made
                                        up and  audited a  consolidated  balance
                                        sheet   of   the    Company    and   its
                                        subsidiaries and in the latter event the
                                        "audited   balance   sheet"   means  the
                                        audited  consolidated  balance  sheet of
                                        the  Company and such  subsidiaries  and
                                        references  to  reserves  and profit and
                                        loss  account  shall  be  deemed  to  be
                                        references to consolidated reserves

------------------------------------------
[FN]
(3)       New Articles of  Association  adopted by Special  Resolutions  dated 7
          April 1993 and 18 April, 2000.
</FN>

<PAGE>
                                        and consolidated profit and loss account
                                        respectively and there shall be excluded
                                        any  amounts   attributable  to  outside
                                        interests in subsidiaries.

                    Auditor             The  auditors  for the time being of the
                                        Company.

                    Board               A   Meeting   of  the   Directors   duly
                                        constituted  or all of the Directors for
                                        the time being as the context permits.

                    Certified Share     A  share   which  is   recorded  in  the
                                        Register  of  Members  as being  held in
                                        certificated form.

                    Company             The   Company   established   under  the
                                        Memorandum of  Association  to which the
                                        Articles refer.

                    Debenture and       Includes  debenture  stock  and
                    debenture holder    debenture stockholder.

                    Directors           The  directors  of the  Company  for the
                                        time being.

                    General Meeting     An   Annual   General   Meeting   or  an
                                        Extraordinary General Meeting.

                    Group               The Company and its Subsidiaries for the
                                        time being.

                    Law                 The Companies (Jersey) Law, 1991.

                    Maximum Rate of     The rate being 3% above the base rate of
                    Interest            National  Westminster  Bank PLC  current
                                        for the time being in the United Kingdom
                                        or in the event of there  ceasing  to be
                                        such a base rate such  other  rate fixed
                                        from  time to time by the  said  Bank as
                                        being the rate of  interest to which all
                                        lending of the said Bank is linked.
<PAGE>
                    Member              Subject  to the  Order,  a person who is
                                        registered in the Register as the holder
                                        of a share or shares.

                    Month               Calendar month.

                    Office              The Registered Office for the time being
                                        of the Company.

                    Order               The      Companies       (Uncertificated
                                        Securities) (Jersey) Order, 1999.

                    Ordinary            Resolution  A  Resolution  of a  General
                                        Meeting  passed by an absolute  majority
                                        of the votes  recorded and in respect of
                                        which   notice   has   been   given   in
                                        accordance with the Law and the Order.

                    Paid up             Paid up and/or credited as paid up.

                    Register            The  Register  of Members as required to
                                        be kept by  Article 41 of the Law and in
                                        the manner required by Article 18 of the
                                        Order.

                    Seal                The Common Seal of the Company.

                    Secretary           Any person appointed by the Directors to
                                        perform   any  of  the   duties  of  the
                                        Secretary  of  the  Company,   including
                                        joint  Secretaries  and a  temporary  or
                                        assistant Secretary.

                    Share and           Includes stock and stockholder.
                    shareholder

                    Special Resolution  A  Special   Resolution   as defined  in
                                        Article  90 of the Law,  in  respect  of
                                        which   notice   has   been   given   in
                                        accordance with the Law and  the Order.

                    Subsidiary or       Shall  have  that  meaning  set  out  in
                    Subsidiaries        Article 2 of the Law.
<PAGE>
                    Uncertified Share   A  share   or  class  of  shares  or  a
                                        renounceable  right  of  allotment  of a
                                        shares,  title to which is  permitted to
                                        be    transferred   by   means   of   an
                                        Uncertificated System in accordance with
                                        the Order.

                    Uncertificated      The CREST system or any other applicable
                    System              system which is operated  by an approved
                                        operator.

                    United Kingdom      Great Britain and Northern Ireland.

                    Writing             Written  or printed  or  typewritten  or
                                        lithographed   or  photographed  or  any
                                        other  mode or  modes of  presenting  or
                                        reproducing words in a visible form.

                    Year                The year from 1 January  to 31  December
                                        inclusive.

(b)       In these Articles,  unless there be something in the subject matter or
          context  inconsistent with such construction:-

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

  (ii)    Words  importing the masculine  gender only shall include the feminine
          gender.

  (iii)   Words importing  persons only shall include  companies or associations
          or bodies of persons,  whether  corporate or not.

  (iv)    The word "may" shall be construed as  permissive  and the word "shall"
          shall be construed as imperative.

(c)       References  to:-

  (i)     any  Article or  provision  of the Law, if not  inconsistent  with the
          subject or context,  include any corresponding or substituted  Article
          or   provision  of  any   amending,   consolidating   or   replacement
          legislation;

  (ii)    an Article, by number are to the particular Article of these Articles;

<PAGE>
  (iii)   a dollar or dollars (or $) and to a cent  (or(cent)) are references to
          the currency of the United  States of America;

  (iv)    a pound or  pounds  (or(pound))  and to a penny  or  pence  (or p) are
          references to the currency of the United Kingdom.

(d)       Subject as aforesaid, any word or expression defined in the Law or the
          Interpretation  (Jersey) Law 1954 shall, if not inconsistent  with the
          subject or context,  bear the same  meaning in these  Articles.

(e)       A  reference  to  an  Uncertificated  System  is a  reference  to  the
          Uncertificated  System in  respect  of which the  particular  share or
          class of shares or  renounceable  right of  allotment  of a share is a
          Participating  Security.

2.        The headings are  inserted for  convenience  only and shall not affect
          the construction of these Articles.

                                    BUSINESS

3.        Any branch or kind of business  which by the Memorandum of Association
          of the Company or the Articles is either  expressly or by  implication
          authorised  to be  undertaken  by the Company may be undertaken by the
          Board at such time or times as they shall think fit and further may be
          suffered  by them to be in  abeyance,  whether  such branch or kind of
          business may have been actually commenced or not, so long as the Board
          may deem it  expedient  not to commence or proceed with such branch or
          kind of business.

                                     OFFICE

4.   (a)  The Office  shall be at such address in Jersey as the Board shall from
          time to time determine.

     (b)  The Company in addition to its office, may establish and maintain such
          other  offices  and  places  of  business  and  agencies  in Jersey or
          elsewhere  (other than the United  Kingdom) as the Board may from time
          to time determine.
<PAGE>

                                     CAPITAL

5.        The share  capital of the Company is four  million  three  hundred and
          twenty  thousand  United  States  Dollars  ($4,320,000)  divided  into
          eighty-six million four hundred thousand  (86,400,000) Ordinary Shares
          of five United States Cents  (US 5 cents)  each.

6.        Subject  always  to  Article  30 of the  Order  and  otherwise  to any
          direction to the contrary  that may be given by the Company in General
          Meeting  the  unissued  shares  shall be at the  disposal of the Board
          which may allot,  grant  options over or otherwise  dispose of them to
          such persons, at such times and generally on such terms and conditions
          as they think proper.

7.   (a)  Without  prejudice to any special rights  previously  conferred on the
          holders of any  existing  shares or class of shares and subject to the
          provisions  of the Law and of these  Articles any shares may be issued
          with  such  preferred,  deferred  or  other  special  rights  or  such
          restrictions, whether in regard to dividend, voting, return of capital
          or  otherwise,  as the  Company  may  from  time to  time  by  Special
          Resolution  direct.

     (b)  The Company may subject to the  provisions  of Article 55 of the Law:-

          (i)       issue preference  shares which are liable,  or at the option
                    of the Company are to be liable to be redeemed;

          (ii)      convert the whole or any particular  class of its preference
                    shares into redeemable preference shares;

     (c)  Subject to the provisions of the Law, the Company may purchase, or may
          enter into a contract  under which it will or may  purchase any of its
          own  shares of any class  (including  any  redeemable  shares).

8.   (a)  Whenever the capital of the Company is divided into different  classes
          of shares,  the special rights attached to any class (unless otherwise
          provided  by the terms of issue of the  shares of that  class)  may be
          varied or  abrogated,  either whilst the Company is a going concern or
          during  or in  contemplation  of a winding  up,  with the  consent  in
          writing of the  holders  of  two-thirds  of the issued  shares of that
          class,  or with the  sanction  of a  resolution  passed at a  separate
          meeting of the
<PAGE>

          holders of the shares of the class by a majority of  two-thirds of the
          votes  cast at  such a  meeting,  but not  otherwise.  To  every  such
          separate  meeting all of the provisions of these Articles  relating to
          General  Meetings of the Company or to the proceedings  thereat shall,
          mutatis mutandis,  apply except that the necessary quorum shall be two
          persons at least holding or representing by proxy one-third in nominal
          amount  of the  issued  shares  of the  class  (but  so that if at any
          adjourned  meeting  of such  holders a quorum as above  defined is not
          present,  those  members who are  present  shall be a quorum) and that
          every member of the class shall on a poll have one vote for each share
          of the class held by him.

     (b)  The special  rights  conferred upon the holders of any shares or class
          of shares  issued with  preferred,  deferred or other  special  rights
          shall not (unless  otherwise  expressly  provided by the conditions of
          issue of such  shares) be deemed to be varied by the creation or issue
          of further shares ranking pari passu therewith.

9.   (a)  If two or more persons are  registered  as joint  holders of any share
          any one of such persons may give effectual  receipts for any dividends
          or other  monies  payable in respect of such  share,  but such  powers
          shall not apply to the legal  personal  representatives  of a deceased
          member.

     (b)  The Company  shall not be bound to register  more than four persons as
          joint holders of any share.

10.       Except  as  otherwise  expressly  provided  by  these  Articles  or as
          required by law or as ordered by a Court of competent jurisdiction, no
          person  shall be  recognised  by the Company as holding any share upon
          any trust and the  Company  shall not be bound by or  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  rights  in  respect  of any  share  except an
          absolute right to the entirety thereof in the registered  holder.

11.       The Board shall keep a Register  in the manner  required by Article 41
          of the Law and  Article  18 of the Order and in  January  in each year
          shall cause to be prepared a  memorandum  containing  the  particulars
          required  by Article 71 of the Law and  deliver a copy  thereof to the
          Registrar of Companies in Jersey.
<PAGE>

12.       The Board may, conformably with the Memorandum of Association,  at any
          time issue any shares wholly or in part paid up as a consideration for
          any property  transferred  to the Company or any services  done for or
          any  benefits  accruing  to  the  Company.

13.       The Company may in  connection  with the issue of any shares  exercise
          all powers of paying  commission and brokerage  conferred or permitted
          by the Law. Any such commission or brokerage may be satisfied in fully
          paid shares of the Company.

                               CERTIFICATED SHARES

14.       In relation to Certificated Shares:-

     (a)  Every  Member  shall  be  entitled  without  payment  to  receive  one
          certificate  for all the shares of each class  registered in his name.

     (b)  Every  certificate shall (unless the conditions of issue provide for a
          longer  interval) be issued  within two months after  allotment or the
          lodgement with the Company of the transfer of the shares, and shall be
          under  the  Seal  and  shall   specify   the   number  and  class  and
          distinguishing  numbers (if any) of the shares to which it relates and
          the amount paid up thereon.

     (c)  In the case of a share or shares held  jointly by several  persons the
          Company shall not be bound to issue more than one certificate therefor
          and  delivery  of a  certificate  for a share to one of several  joint
          holders  shall be  sufficient  delivery  to all such  holders.

     (d)  No certificate  shall be issued  representing  shares of more than one
          class.

     (e)  If and so long as all the issued  shares in the capital of the company
          or all the issued  shares of a particular  class are fully paid up and
          rank pari passu for all purposes, then none of those shares shall bear
          a  distinguishing  number.  In all other cases each share shall bear a
          distinguishing number.

                              UNCERTIFICATED SHARES

14A. (a)  The Board may, in accordance with the Law and the Order,  resolve that
          a  class  of  shares  is  to  become,   or  is  to  cease  to  be,  an
          Uncertificated  Share. The
<PAGE>

          remaining provisions of this Article 14(A) shall only apply after such
          a resolution of the Board has been made.

     (b)  Shares of a class  shall not be treated  as  forming a separate  class
          from other  shares of the same class as a  consequence  of such shares
          being held in certificated or uncertificated  form or of any provision
          in these Articles or the Order applying only to certificated shares or
          to  uncertificated  shares.

     (c)  Any share of a class which is an  Uncertificated  Share may be changed
          from an  uncertificated  share  to a  certificated  share  and  from a
          certificated  share to an uncertificated  share in accordance with the
          Order.

     (d)  These Articles apply to  uncertificated  shares of a class which is an
          Uncertificated  Share  only to the  extent  that  these  Articles  are
          consistent  with the  holding of such shares in  uncertificated  form,
          with  the   transfer   of  title  to  such  shares  by  means  of  the
          Uncertificated  System and with the Order.

     (e)  The Board may lay down  regulations  not  included  in these  Articles
          which (in addition to or in  substitution  for any provisions in these
          Articles):

          (i)       apply to the issue,  holding or transfer  of  Uncertificated
                    Shares;

          (ii)      set out (where  appropriate)  the  procedures for conversion
                    and/or redemption of Uncertificated Shares; and/or

          (iii)     the Board considers  necessary or appropriate to ensure that
                    these  Articles  are  consistent  with the Order  and/or the
                    Approved Operator's rules and practices.

          Such  regulations  will apply  instead of any relevant  provisions  in
          these  Articles  which  relate  to  certificates   and  the  transfer,
          conversion and  redemption of shares or which are not consistent  with
          the  Order,  in all  cases  to the  extent  (if  any)  stated  in such
          regulations. If the Board makes any such regulations, paragraph (d) of
          this  Article will (for the  avoidance of doubt)  continue to apply to
          these Articles,  when read in conjunction with those regulations.
<PAGE>

     (f)  Any instruction given by means of an Uncertificated  System shall be a
          dematerialised  instruction  given in accordance  with the Order,  the
          facilities  and  requirements  of the  Uncertificated  System  and the
          Approved  Operator's  rules and  practices.

     (g)  For any purpose under these Articles, the Company may treat a member's
          holding of  Uncertificated  Shares and of  Certificated  Shares of the
          same  class  as if they  were  separate  holdings,  unless  the  Board
          otherwise  decides.

     (h)  Where the Company is entitled  under the Law, the Order,  the Approved
          Operator's rules and practices, these Articles or otherwise to dispose
          of, forfeit, enforce a lien over or sell or otherwise procure the sale
          of any shares of a class  which is an  Uncertificated  Share which are
          held in uncertificated form, the Board may take such steps (subject to
          the  Order and to such  rules and  practices)  as may be  required  or
          appropriate,  by instruction by means of the Uncertificated  System or
          otherwise,  to effect such disposal,  forfeiture,  enforcement or sale
          including by (without  limitation):

          (i)       requesting or requiring  the deletion of any  computer-based
                    entries in the Uncertificated System relating to the holding
                    of such shares in  uncertificated  form;

          (ii)      altering  such  computer-based  entries  so as to divest the
                    holder of such shares of the power to  transfer  such shares
                    other than to a person  selected  or approved by the Company
                    for the purpose of such transfer;

          (iii)     requiring  any  holder of such  shares to take such steps as
                    may be necessary to sell or transfer such shares as directed
                    by  the  Company;

          (iv)      otherwise  rectify  or change  the  Register  of  Members in
                    respect  of any such  shares  in such  manner  as the  Board
                    considers  appropriate  (including,  without limitation,  by
                    entering  the  name of a  transferee  into the  Register  of
                    Members  as the next  holder  of such  shares);  and/or

          (v)       appointing  any  person to take any steps in the name of any
                    holder of such  shares  as may be  required  to change  such
                    shares from  uncertificated form
<PAGE>

                    to  certificated  form and/or to effect the transfer of such
                    shares  (and such steps  shall be  effective  as if they had
                    been taken by such holder).

15.  (a)  Where a Member  has  transferred  part only of his  holding  of shares
          comprised in a certificate he shall be entitled  without  payment to a
          balance  certificate for the shares of that class retained by him.

     (b)  If a share certificate be defaced, worn out, lost or destroyed, it may
          be renewed on such terms (if any) as to evidence and  indemnity as the
          Board thinks fit. In case of loss or  destruction,  the Member to whom
          such  renewed  certificate  is given  shall  also  bear and pay to the
          Company all expenses incidental to the investigation by the Company of
          the evidence of such loss or destruction  and to such  indemnity.

     (c)  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 without charge.

     (d)  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, comply
          with such  request.

     (e)  In the case of shares held jointly by several persons any such request
          mentioned in this Article may be made by any one of the joint holders.

                                      LIEN

16.       The Company  shall have a first and  paramount  lien and charge on all
          the shares (not being fully paid shares)  registered  in the name of a
          Member  (whether  solely  or  jointly  with  others)  for  his  debts,
          liabilities  and  engagements,  either alone or jointly with any other
          person,  whether a Member or not, to or with the Company,  whether the
          period  for the  payment or  discharge  thereof  shall  have  actually
          arrived or not. Such lien shall extend to all  dividends  from time to
          time declared in respect of such shares,  Unless otherwise agreed, the
          registration  of a transfer of shares shall operate as a waiver of the
          Company's  lien  (if  any) on such  shares.
<PAGE>

17.       For the purpose of enforcing  such lien the Company may sell,  in such
          manner as the Board  thinks fit, any shares on which the Company has a
          lien,  but no sale shall be made  unless a 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  intention  to sell in
          default shall have been served on the  registered  holder for the time
          being of the  share of the  person  entitled  by  transmission  to the
          shares.  For the  purpose  of  giving  effect  to any  such  sale  the
          Directors  may  authorise  some person to  transfer  to the  purchaser
          thereof the shares so sold.

18.       The net  proceeds  of such  sale,  after  payment of the costs of such
          sale,  shall be applied in or towards  payment or  satisfaction of the
          debt or  liability in respect  whereof the lien exists,  so far as the
          same is presently  payable,  and any residue shall  (subject to a like
          lien for debts or  liabilities  not presently  payable as existed upon
          the shares  prior to the sale) be paid to the person  entitled  to the
          shares at the time of the sale.  The purchaser  shall be registered as
          the holder of the shares so  transferred  and he shall not be bound to
          see to the application of the purchase  money,  nor shall his title to
          the  shares be  affected  by any  irregularity  or  invalidity  in the
          proceedings in reference to the sale.

                                 CALLS ON SHARES

19.       Subject  to the  terms  of  these  Articles  and to the  terms  of the
          allotment  of the  shares  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 amount of the shares or by way of premium)
          as it may think fit provided  that  (except as otherwise  fixed by the
          conditions of  application or allotment) no call on any share shall be
          payable at less than fourteen days from the date fixed for the payment
          of the last  preceding  call and each Member  shall,  subject to being
          given at least fourteen days' notice  specifying the time or times and
          place of  payment,  at the time or times  and  place so  specified  be
          liable  to pay the  amount  called  on his  share.  A call may be made
          payable by  instalments.  A call may be revoked  or  postponed  as the
          Directors may determine.

20.       A call  shall  be  deemed  to have  been  made at the  time  when  the
          Resolution of the Board authorising the call was passed.
<PAGE>

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

22.       If a sum called in respect of a share is not 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 per  annum not
          exceeding the Maximum Rate of Interest as the Board may determine, but
          the Board shall be at liberty to waive payment of such interest wholly
          or in part.  No member shall be entitled to receive any dividend or to
          be present and vote at any General Meeting either  personally or (save
          as proxy for another Member) by proxy, or be reckoned in a quorum,  or
          to exercise  any other  privilege as a Member until he shall have paid
          all calls for the time being due and  payable  on every  share held by
          him,  whether  alone or jointly with any other  person,  together with
          interest and expenses (if any).

23.       Any sum which by the terms of issue of a share  becomes  payable  upon
          allotment  or at any fixed  date,  whether on account of the 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 and  payable on the date on
          which by the terms of issue the same  becomes  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.

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

25.       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 beyond the sums actually called up thereon
          as a payment in advance of calls and such  payment in advance of calls
          shall extinguish,  so far as the same shall extend, the liability upon
          the shares in respect  of which it is  advanced  and upon the money so
          received,  or so much  thereof as from time to time exceeds the amount
          of the calls then made upon the shares in respect of which it has been
          received,  the  Company  may  (until  the  same  would,  but for  such
          advances,  become presently  payable) pay interest at such rate as the
          Member  paying such sum and the Board agree  upon.  Provided  that any
          amount paid up in advance of
<PAGE>

          calls  shall not  entitle  the  holder of the  shares  upon which such
          amount is paid to participate in respect thereof in any dividend until
          the same would but for such advance become presently payable.

                        TRANSFER OF CERTIFICATED SHARES

26.       Subject to such of the restrictions contained in these Articles as may
          be applicable,  any Member may transfer all or any of his Certificated
          Shares by  instrument in writing in any usual or common form in use in
          the  Island of Jersey,  or in the United  Kingdom or in any other form
          approved  by the  Board.  Transfers  need not be under  seal.

27.       The instrument of transfer of a  Certificated  Share shall be executed
          by or on behalf  of the  transferor  and (in the case of  partly  paid
          Certificated  Shares) by the transferee also.

28.       The   transferor   shall  be  deemed  to  remain  the  holder  of  the
          Certificated  Share until the name of the transferee is entered in the
          Register  in  respect  thereof.

29.       The Board may in its absolute  discretion  and without  assigning  any
          reason therefor,  decline to register any transfer of any Certificated
          Shares in the  Company  (not being  fully paid  shares) to a person of
          whom it does  not  approve  and it may also  refuse  to  register  any
          transfer of any Certificated  Share to more than four joint holders of
          any  transfer  of any  Certificated  Share  (not being a fully paid up
          Certificate  Share) on which the Company has a lien.

30.       The   Directors   may  also  decline  to  recognise  any  transfer  of
          Certificated  Shares  unless:-

          (a)       the  instrument  of transfer is  deposited  at the Office or
                    such other place as the  Directors  may  reasonably  require
                    accompanied by the certificate of the Certificated Shares to
                    which it relates and such other  evidence  as the  Directors
                    may  reasonably  require to show the right of the transferor
                    to make the transfer;  and

          (b)       the  instrument  of transfer is in respect of only one class
                    of Certificated Share.

31.       If the Board  declines  to  register  a transfer  of any  Certificated
          Shares it shall  within one month after the date on which the transfer
          was  lodged  with the  Company  send to the  transferee  notice of the
          refusal.
<PAGE>

32.  (a)  Subject to paragraph  (b) below,  all  instruments  of transfer  which
          shall  be  registered  shall  be  retained  by the  Company,  but  any
          instrument  of transfer  which the  Directors  may decline to register
          shall  (except  in any  case  of  fraud)  be  returned  to the  person
          depositing the same.

     (b)  Subject as  hereinbefore  provided,  the Company  shall be entitled to
          destroy:-

          (i)       at any time after the  expiration of ten years from the date
                    of  registration  thereof  or on which  an entry in  respect
                    thereof  shall  have  been  made (as the  case may be),  all
                    instruments of transfer of Certificated Shares or debentures
                    or other forms of  security of the Company  which shall have
                    been  registered  and  all  letters  of  request,  renounced
                    allotment letters and renounceable share certificates, forms
                    of acceptance and transfer and applications for allotment in
                    respect  of which an entry in the  Register  shall have been
                    made;

          (ii)      at any time after the  expiration of two years from the date
                    of cancellation  thereof,  all registered  certificates  for
                    Certificated  Shares or debentures or representing any other
                    form of  security  of the Company  (being  certificates  for
                    Certificated  Shares,  debentures or other securities in the
                    name of a transferor and in respect  whereof the Company has
                    registered a transfer)  and all  mandates and other  written
                    directions as to the payment of dividends or interest (being
                    mandates or directions which have been cancelled); and

          (iii)     at any time after the  expiration  of two years from the day
                    of the recording  thereof,  all  notifications  of change of
                    name or address

          and it shall conclusively be presumed in favour of the Company that:-

          (1)       every  instrument  of transfer so destroyed  was a valid and
                    effective instrument duly and properly registered;

          (2)       every  certificate for Certificated  Shares or debentures or
                    representing  any other form of security so destroyed  was a
                    valid certificate duly and properly cancelled; and
<PAGE>

          (3)       every other document hereinbefore mentioned so destroyed was
                    a valid  and  effective  document  in  accordance  with  the
                    recorded  particulars thereof in the books or records of the
                    Company

          Provided that:-

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

          (B)       nothing herein  contained  shall be construed as imposing on
                    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 (A) above are not fulfilled;

          (C)       references  herein  to  the  destruction  of  any  documents
                    include  references  to the disposal  thereof in any manner;
                    and

          (D)       any document  referred to in paragraph  (b)(ii) and (iii) of
                    this  Article may be  destroyed  at a date earlier than that
                    authorised by this Article  providing  that a permanent copy
                    of such  document  shall have been made  which  shall not be
                    destroyed before the expiration of the period  applicable to
                    the  destruction  of the  original of such  document  and in
                    respect of which the Board shall take  adequate  precautions
                    for guarding against  falsification and for facilitating its
                    production.

                        TRANSFER OF UNCERTIFICATED SHARES

32A. (a)  Subject to these  Articles  and the Law, a Member may  transfer all or
          any of his  Uncertificated  Shares without a written instrument and in
          accordance with the Order

     (b)  The Board  shall  register a transfer  of title to any  Uncertificated
          Share or the  renunciation  or  transfer of any  renouncable  right of
          allotment  of a  share  which  is  an  Uncertificated  Share  held  in
          accordance  with the Order,  except that the Board may refuse (subject
          to any relevant requirements of the London Stock Exchange)
<PAGE>

          to register any such transfer or  renunciation  in favour of more than
          four persons jointly or in any other circumstance permitted by Article
          23 of the Order.

     (c)  If the Board  declines  to  register a transfer  of an  Uncertificated
          Share pursuant to Article 32A(b) the Company shall within one month of
          being required to do so send to the  transferee  notice of the refusal
          and, if  required  to  register a transfer of title to  Uncertificated
          Shares by an  Approved  Operator's  instruction,  notify the  Approved
          Operator of its refusal to do so.

                     OTHER PROVISIONS RELATING TO TRANSFERS

33.       The  registration  of transfers may be suspended at such times and for
          such  periods  as the  Directors  may  from  time to  time  determine,
          provided always that such registration shall not be suspended for more
          than  thirty  days in any  year.

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

                             TRANSMISSION OF SHARES

35.      In the case of the death of a Member the  survivor or  survivors  where
         the deceased was a joint holder and the executor 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
         interest in the shares;  but nothing in this Article  shall release the
         estate of a deceased holder whether sole or joint from any liability in
         respect of any share solely or jointly held by him.

36.      Any  guardian  of an  infant  Member  and any  curator  or other  legal
         representative  of a  Member  under  legal  disability  and any  person
         entitled  to a share in  consequence  of the death or  bankruptcy  of a
         Member shall,  upon  producing  such evidence of his title as the Board
         may  require,  have the right  either to be  registered  himself as the
         holder of the share or to make such transfer thereof as the deceased or
         bankrupt Member could have made but the Board shall in either case have
         the same right to refuse or suspend registration as they would have had
         in the case of a  transfer  of the share by the  deceased  or  bankrupt
         Member before his death or bankruptcy.
<PAGE>

37.       A person so becoming  entitled to a share in  consequence of the death
          or bankruptcy of a Member shall have the right to receive and may give
          a  discharge  for all  dividends  and other  moneys  payable  or other
          advantages  due on or in  respect  of the  share,  but he shall not be
          entitled to receive  notice of or to attend or vote at meetings of the
          Company, or, save as aforesaid,  to any of the rights or privileges of
          a Member  unless  and  until he shall  be  registered  as a Member  in
          respect of the share.  Provided  always that the Board may at any time
          give notice requiring any such person to elect either to be registered
          himself or to  transfer  the share and if the  notice is not  complied
          with  within  ninety  days  the  Board  may  thereafter  withhold  all
          dividends or other monies  payable or other  advantages due in respect
          of the share until the  requirements  of the notice have been complied
          with.

37A  (a)  If the  person  so  becoming  entitled  shall  elect to be  registered
          himself,  shall  deliver  or send to the  Company a notice in  writing
          signed by him stating that he so elects.

     (b)  If he shall elect to have another person registered, he shall:

          (i)       in the case of a certificated  share,  execute an instrument
                    of transfer of such share to such person; and

          (ii)      in the case of an uncertificated share, either:

                    (aa)      procure  that  all  appropriate  instructions  are
                              given by means of the Order to effect the transfer
                              of such share to such person; or

                    (bb)      change the  uncertificated  share to  certificated
                              form and then execute an instrument of transfer of
                              such share to such person.

                              FORFEITURE OF SHARES

38.       If a  Member  fails  to pay  the  whole  or any  part  of 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 or on the
          person entitled to the share by transmission  requiring  payment of so
          much of the call or instalment as is unpaid, together with any accrued
          interest  calculated  at such rate per annum not exceeding the Maximum
          Rate of Interest as the Board shall  determine and any costs,  charges
          and expenses incurred by the Company by reason of such non-payment.
<PAGE>

39.       The notice shall name a further day (not earlier  than  fourteen  days
          from the date of  service  thereof)  on or before  which  such call or
          instalment  or part  thereof  and all  interest,  costs,  charges  and
          expenses  accrued  by  reason of such  non-payment  are to be paid and
          shall name the place where the payment required by the notice is to be
          made and shall state that in the event of non-payment at or before the
          time and at the place  appointed the shares on which the call was made
          will be liable to be forfeited.

40.  (a)  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,  instalments,
          interest,  costs, charges and expenses due in respect thereof has been
          made,  be forfeited  by a  Resolution  of the Board to that effect and
          such  forfeiture  shall  include all  dividends  which shall have been
          declared  on the  forfeited  shares and not  actually  paid before the
          forfeiture.

     (b)  When any share has been forfeited in accordance  with these  Articles,
          notice of the forfeiture shall forthwith be given to the holder of the
          share or to the person entitled to the share by  transmission,  as the
          case may be, and an entry of such notice  having been given and of the
          forfeiture  with  the  date  thereof  shall  forthwith  be made in the
          Register  in  respect  of  such  share;  but  the  provisions  of this
          paragraph are directory only, and no forfeiture shall be in any manner
          invalidated  by any omission or neglect to give such notice or to make
          such entry as aforesaid.

     (c)  Notwithstanding  any such  forfeiture as aforesaid,  the Board may, at
          any time before the forfeited shares have been otherwise  disposed of,
          annul  the  forfeiture,  on the  terms of  payment  of all  calls  and
          interest due thereon and all expenses incurred in respect of the share
          and on such further terms (if any) as it shall see fit.

     (d)  The Board may accept a surrender  of any share  liable to be forfeited
          hereunder.

41.       A forfeited  or  surrendered  share shall  become the  property of the
          Company and may 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 whether  with or without all or any part
          of the amount  previously  paid up on the share or credited as so paid
          up and at any time  before
<PAGE>

          a sale, re-allotment or disposition the forfeiture may be cancelled on
          such  terms as the Board  thinks  fit.  The Board may,  if  necessary,
          authorise  some  person to  transfer  a  forfeited  share to any other
          person as aforesaid.

42.       A person whose shares have been forfeited or  surrendered  shall cease
          to be a  Member  in  respect  of  the  forfeited  shares,  but  shall,
          notwithstanding  the forfeiture or surrender,  remain liable to pay to
          the Company all moneys  which at the date of  forfeiture  or surrender
          were presently  payable by him to the Company in respect of the shares
          with  interest  thereon at such rate not exceeding the Maximum Rate of
          Interest  from the date of  forfeiture  until payment as the Board may
          determine and the Board may enforce  payment without any allowance for
          the value of the shares at the time of forfeiture.

43.       A  declaration  made  under  oath  before  a  Notary  Public  that the
          declarant  is a Director or  Secretary of the Company and that a share
          has been duly forfeited or surrendered in pursuance of these Articles,
          and stating the date on which it was forfeited or surrendered,  shall,
          as against all persons  claiming to be entitled to the share adversely
          to the forfeiture or surrender thereof,  be conclusive evidence of the
          fact therein stated and such declaration, together with the receipt of
          the Company for the  consideration (if any) given for the share on the
          sale or disposition  thereof and a certificate for the share under the
          Seal  delivered to the person to whom the same is sold or disposed of,
          shall  constitute a good title to the share.  Subject to the execution
          of any  necessary  transfer  such person  shall be  registered  as the
          holder of the share and shall be discharged  from all calls made prior
          to  such  sale  or  disposition  and  shall  not be  bound  to see the
          application of the purchase money or other consideration (if any), nor
          shall his  title to the  share be  affected  by any act,  omission  or
          irregularity   relating  to  or  connected  with  the  proceedings  in
          reference  to the  forfeiture  or  surrender,  sale,  re-allotment  or
          disposal of the share.

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

45.       The Company may from time to time by Special  Resolution  increase its
          capital by such sum, to be divided  into shares of such  amounts  each
          carrying  such  special  rights  (if  any) or  being  subject  to such
          restrictions  (if  any)  as  are  referred  to in  Article  7,  as the
          Resolution  shall  prescribe.  Subject to any  directions  made by the
          Company  when  resolving  on the  increase in capital,  any new shares
          shall be at the disposal of the Board.

46.       The Company may subject to the provisions of the Law from time to time
          by Special Resolution:-

          (a)       consolidate  and divide all or any of its share capital into
                    shares of larger  amount than its  existing  shares.  On any
                    consolidation  of fully paid  shares  into  shares of larger
                    amounts, the Board may settle any difficulty which may arise
                    as it  thinks  expedient  and  in  particular  (but  without
                    prejudice to the generality of the foregoing) may as between
                    the  holders of shares to be  consolidated  determine  which
                    particular   shares  are  to  be   consolidated   into  each
                    consolidated  share and in the case of any shares registered
                    in  the  name  of  one   holder  or  joint   holders   being
                    consolidated  which shares registered in the name of another
                    holder or joint holders may make such arrangements as may be
                    thought  fit for the sale of the  consolidated  share or any
                    fractions  thereof and for such  purpose  may  appoint  some
                    person to transfer the  consolidated  share to the purchaser
                    and arrange  either for the  distribution  among the persons
                    entitled  thereto  of the net  proceeds  of such sale  after
                    deduction of the expenses of sale or for the payment of such
                    net proceeds to the  Company.  Provided  that the  necessary
                    unissued shares are available the Board may alternatively in
                    each case where the  number of shares  held by any holder is
                    not  an  exact  multiple  of  the  number  of  shares  to be
                    consolidated  into a single  share issue to each such holder
                    credited  as  fully  paid  up by way of  capitalisation  the
                    minimum number of shares required to round up his holding to
                    such a  multiple  (such  issue  being  deemed  to have  been
                    effected  immediately prior to consolidation) and the amount
                    required to pay up such shares shall be  appropriated at its
                    discretion  from any of the sums  standing  to the credit of
                    the  company's  reserve  accounts  (including  share premium
                    account and capital redemption  reserve) or to the credit of
                    Profit and Loss Account and capitalised by applying the same
                    in paying up such shares;
<PAGE>

          (b)       sub-divide its existing  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
                    Law,  and so  that  the  resolution  whereby  any  share  is
                    sub-divided  may  determine  that, as between the holders of
                    the shares resulting from such sub-division,  one or more of
                    the  shares  may have any such  preferred  or other  special
                    rights over, or may have such deferred  rights or be subject
                    to any such restrictions as compared with, the others as the
                    Company has power to attach to unissued or new shares;

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

47.       The Company may by Special Resolution reduce its share capital and any
          capital  redemption reserve or any share premium account in any manner
          and with and subject to any incident  authorised and consent  required
          by law.

48.       All new shares shall be subject to the provisions of the Articles with
          reference  to  payment  of  calls,   lien,   transfer,   transmission,
          forfeiture and otherwise.

                                 GENERAL MEETING

49.       The  Company  shall in each year hold a General  Meeting at its Annual
          General  Meeting in  addition to any other  meeting in that year.  Not
          more than eighteen  months shall elapse between the date of one Annual
          General  Meeting  and that of the next.  All Annual  General  Meetings
          shall be held in the  Island of Jersey at such time and at such  place
          as the Board may direct.

50.       All General  Meetings,  other than Annual General  Meetings,  shall be
          called Extraordinary General Meetings.

51.       The Board may call an Extraordinary General Meeting whenever it thinks
          fit and an  Extraordinary  General  Meeting  shall be convened on such
          requisition,  or, in default, may be convened by such requisitionists,
          and in such manner as provided by the Law.
<PAGE>

                           NOTICE OF GENERAL MEETINGS

52.       An Annual General  Meeting or a General Meeting called for the passing
          of a Special  Resolution  shall be  called by at least 21 clear  days'
          notice.  All other meetings shall be called by at least 14 clear days'
          notice.  Notice shall be given in the manner hereinafter  mentioned to
          the Auditor and to such persons as are under the  provisions  of these
          Articles  or the  conditions  of  issue  of the  shares  held  by them
          entitled to receive such notices from the Company.

53.       A General  Meeting of the Company  shall,  notwithstanding  that it is
          called by shorter  notice than that  specified  in the last  preceding
          Article,  be deemed to have been duly called with regard to the length
          of notice if it is so agreed:-

          (a)       in the  case  of a  meeting  called  as the  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
                    ninety-five  per cent in nominal  value of the shares giving
                    that right.

54.       In every  notice  calling a meeting of the  Company or of any class of
          Members of the Company there shall appear with reasonable prominence a
          statement  that a Member  entitled  to attend and vote is  entitled to
          appoint one or more  proxies to attend and (on a poll) vote instead of
          him and that a proxy need not also be a member.

55.       It shall be the duty of the Company,  on the requisition in writing of
          any  number of Members  representing  not less than  one-tenth  of the
          total  voting  rights  of all the  Members  having  at the date of the
          requisition  a right to vote at the  meeting to which the  requisition
          relates and (unless the Company otherwise  resolves) at the expense of
          the requisitionists,  to give to Members entitled to receive notice of
          the next Annual General  Meeting  notice of any  Resolution  which may
          properly be moved and is  intended to be moved at that  meeting and to
          circulate  to Members  entitled to have notice of any General  Meeting
          sent to them any  statement of not more than one  thousand  words with
          respect of the matter  referred to in any proposed  Resolution  or the
          business to be dealt with at that meeting.
<PAGE>

56.  (a)  The accidental omission to give notice to or the non-receipt of notice
          by any person  entitled to receive  notice  shall not  invalidate  the
          proceedings at any General Meeting.

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

                         PROCEEDINGS AT GENERAL MEETINGS

57.       All  business  shall  be  deemed  special  that  is  transacted  at an
          Extraordinary  General  Meeting and all business that is transacted at
          an Annual  General  Meeting  shall  also be deemed  special,  with the
          exception of declaring  dividends,  the consideration of the accounts,
          balance sheets,  certificates and the reports of the Directors and the
          Auditor,  the  election of  Directors  and the Auditor in the place of
          those retiring and the appointment and the fixing of the  remuneration
          of the Directors and the Auditor.

58.  (1)  No business shall be transacted at any General Meeting unless a quorum
          is  present  when  meeting  proceeds  to  business.  Save as in  these
          Articles  otherwise provided two Members present in person or by proxy
          and  entitled  to  vote  shall  be  a  quorum  for  all  purposes.   A
          representative  of a  corporation  authorised  pursuant  to Article 83
          hereof and  present at any meeting of the Company or at any meeting of
          any class of Members of the Company shall be deemed to be a Member for
          the purposes of counting towards a quorum.

     (2)  If a Member is by any means in communication with one or other Members
          so that each Member  participating in the  communication can hear what
          is said by any  other of them,  each  Member so  participating  in the
          communication  shall be deemed  to be  present  at a meeting  with the
          other Members so participating.

59.       If  within  half an hour  from the time  appointed  for the  meeting a
          quorum is not present,  the meeting, if convened on the requisition of
          or by Members,  shall be  dissolved.  In any other case it shall stand
          adjourned  to the  same  day in the next  week,  at the same  time and
          place,  or to such other day and at such  other time and place  (being
          outside the United  Kingdom) as the Board may determine and if at such
          adjourned  meeting a quorum is not
<PAGE>

          present within fifteen minutes from the time appointed for holding the
          meeting, the Members present in person or by proxy shall be a quorum.

60.       The Chairman (if any) or, if absent,  the Deputy  Chairman (if any) of
          the Board of Directors,  or failing him, some other Director nominated
          by the Directors,  shall preside as Chairman at every General  Meeting
          of the Company,  but if at any meeting neither the Chairman nor Deputy
          Chairman be present  within  fifteen  minutes after the time appointed
          for  holding the  meeting,  or if neither of them be willing to act as
          Chairman,  the Directors present shall choose some Director present to
          be  Chairman  or if no  Director  be present  or if all the  Directors
          present  decline to take the chair,  the Members  present shall choose
          some Member present to be Chairman.

61.       The Chairman may, with the consent of any meeting at which a quorum is
          present (and shall if so directed by the meeting)  adjourn the meeting
          from time to time and from place to place  (being  outside  the United
          Kingdom), 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.  When a meeting is
          adjourned  for  fourteen  days or more seven clear days' notice at the
          least specifying the place (being outside the United Kingdom), the day
          and the hour of the adjourned meeting shall be given as in the case of
          the original  meeting but it shall not be necessary to specify in such
          notice the nature of the business to be  transacted  at the  adjourned
          meeting.  Save as  aforesaid,  it shall not be  necessary  to give any
          notice of an  adjournment  or of the business to be  transacted  at an
          adjourned meeting.

62.       At any  General  Meeting a  Resolution  put to the vote of the Meeting
          shall  be  decided  on a show of  hands  unless  before  or  upon  the
          declaration  of the result of the show of hands a poll is  demanded by
          the Chairman or by at least three Members  having the right to vote at
          the  meeting  or by a Member  or  Members  representing  not less than
          one-tenth  of the total  voting  rights of all the Members  having the
          right to vote at the meeting or by a Member or Members  holding shares
          conferring  a right to vote at the  meeting  being  shares on which an
          aggregate sum has been paid up equal to not less than one-tenth of the
          total sum paid up on all shares conferring that right.

63.       Unless a poll is so demanded,  a  declaration  by the Chairman  that a
          resolution   has  on  a  show  of  hands  been  carried,   or  carried
          unanimously, or by a particular majority, or lost,
<PAGE>

          or not carried by a particular majority and an entry to that effect in
          the book  containing  the  minutes of the  proceedings  of the Company
          shall be  conclusive  evidence of the fact without proof of the number
          or  proportion  of the votes  recorded  in favour of or  against  such
          resolution.

64.       The instrument appointing a proxy to vote at a meeting shall be deemed
          also to confer  authority to demand or join in  demanding a poll.  For
          the  purposes of Article 62 a demand by a person as proxy for a Member
          shall be the same as a demand by the Member.

65.       If a poll is duly  demanded,  it shall be taken in such  manner and at
          such place as the Chairman may direct  (including  the use of a ballot
          or voting  papers or tickets) and the result of a poll shall be deemed
          to be the  Resolution  of the meeting at which the poll was  demanded.
          The Chairman may in the event of a poll  appoint  scrutineers  and may
          adjourn  the  meeting  to some  place  and  time  fixed by him for the
          purpose of declaring the result of the poll.

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

67.       A poll  demanded  on the  election  of a Chairman  or on a question of
          adjournment  shall be taken  forthwith.  A poll  demanded on any other
          question shall be taken at such time and place as the Chairman directs
          not being more than  thirty days from the date of the meeting on which
          the poll has been demanded.

68.       The demand for a poll shall not prevent the  continuance  of a meeting
          for the  transaction  of any business other than the question of which
          the poll has been demanded.

69.       A demand for a poll may be withdrawn and no notice need to be given of
          a poll not taken immediately.

                                VOTES OF MEMBERS

70.       Subject to any special  rights,  restrictions  or  prohibitions  as to
          voting attached to any shares by or in accordance with these Articles,
          on a show of hands every Member who (being an  individual)  is present
          in  person,  or  (being a  corporation)  is  present  by proxy or by a
          representative  appointed  in  accordance  with  Article  83 not being
          himself a Member,
<PAGE>

          shall  have one vote and on a poll  every  Member  who is  present  in
          person,  by  representative  or by proxy shall have one vote for every
          share of which he is the holder.

71.       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 in respect of the share.

72.       A Member who has appointed  Special and General  Attorneys or a Member
          who is subject to a Curatelle and Curator appointed by the Royal Court
          or a Member of unsound  mind in respect of whom an Order has been made
          by any court having jurisdiction in lunacy may vote, whether on a show
          of  hands  or on a poll,  by his said  Attorney,  Curator,  committee,
          receiver, curator bonis, or other person in the nature of a committee,
          receiver,  curator bonis,  appointed by such court, and such Attorney,
          Curator, committee,  receiver, curator bonis, or other person may on a
          poll  vote by proxy,  provided  that  such  evidence  as the Board may
          require of the  authority  of the person  claiming  to vote shall have
          been  deposited at the Office not less than  forty-eight  hours before
          the time for holding the  meeting or  adjourned  meeting at which such
          person claims to vote.

73.       No Member shall, unless the Board otherwise determine,  be entitled to
          vote at any General  Meeting,  either  personally  or by proxy,  or to
          exercise  any  privilege  as a Member  unless  all calls or other sums
          presently  payable by him in respect of shares in the Company of which
          he is holder or one of the joint holders have been paid.

74.       If:-

          (a)       any objection  shall be raised to the  qualification  of any
                    voter; or

          (b)       any votes  have been  counted  which  ought not to have been
                    counted or which might have been rejected;  or

          (c)       any votes are not counted which ought to have been counted

         the objection or error shall not vitiate the decision of the meeting on
         any resolution  unless the same is raised or pointed out at the meeting
         or  adjourned  meeting  at  which  they  vote  objected  to is given or
         tendered or at which the error occurs.  Any objection or error shall be
         referred to the  Chairman  of the  meeting  and shall only  vitiate the
         decision of the
<PAGE>

          meeting on any resolution if the Chairman  decides that the same is of
          sufficient  magnitude to vitiate the  resolution or may otherwise have
          affected the decision of the meeting.  The decision of the Chairman on
          such matters shall be final and conclusive.

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

76.       On a poll a Member  entitled  to more than one vote  need  not,  if he
          votes,  use all his  votes or cast  all the  votes he uses in the same
          way.

77.       The  instrument  appointing a proxy shall be in writing under the hand
          of the appointor or of his attorney duly authorised in writing, or, if
          the appointor is a corporation,  either under its common seal or under
          the hand of an officer or attorney so authorised.

78.       Any person  (whether a Member of the Company or not) may be  appointed
          to act as proxy. A Member may appoint more than one proxy to attend on
          the same occasion.

79.       The  instrument  appointing a proxy and the power of attorney or other
          authority (if any) under which it is signed, or a notarially certified
          copy of such power or  authority,  shall be deposited at the Office or
          at such other place as is specified  for that purpose in the notice of
          the meeting or in the  instrument  of proxy  issued by the Company not
          less than forty-eight  hours before the time appointed for holding the
          meeting  or  adjourned  meeting or for the taking of the poll at which
          the person named in the instrument proposes to vote and in default the
          instrument  of proxy  shall not be  treated  as valid.  No  instrument
          appointing  a proxy  shall be valid  after  the  expiration  of twelve
          months from the date named in it as the date of its execution,  except
          at an  adjourned  meeting  or on a poll  demanded  at a meeting  or an
          adjourned  meeting in cases  where the  meeting  was  originally  held
          within twelve months from such date.

80.       An instrument of proxy:-

          (a)       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;

          (b)       may be in any common form or in such other form as the Board
                    shall approve; and

          (c)       need not be witnessed.
<PAGE>

81.       The  Board  may at the  expense  of  the  Company  send,  by  post  or
          otherwise,  to the  Members  instruments  of proxy  (with  or  without
          stamped  envelopes for their return) for use at any General Meeting or
          at any meeting of any class of Members of the Company, either in blank
          or nominating in the  alternative  any one or more of the Directors or
          any other  persons.  If for the purpose of any meeting  invitations to
          appoint as proxy a person or one of a number of persons  specified  in
          the  invitations  are  issued  at  the  expense  of the  Company  such
          invitations  shall be  issued  to all  (and  not to some  only) of the
          Members  entitled  to be  sent a  notice  of the  meeting  and to vote
          thereat by proxy.

82.       A vote given in  accordance  with the terms of an  instrument of proxy
          shall be valid  notwithstanding the death or insanity of the principal
          or the revocation of the instrument of proxy or of the authority under
          which the  instrument  of proxy was  executed  or the  transfer of the
          share in respect of which the  instrument of proxy is given,  provided
          that no intimation in writing of such death,  insanity,  revocation or
          transfer  shall have been received by the Company at the Office before
          the  commencement  of the  meeting or  adjourned  meeting at which the
          instrument of proxy is used.

83.       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 at any  meeting of any class of any  Members of the Company and the
          person so authorised  shall be entitled to exercise the same powers on
          behalf of the  corporation  which he  represents  as that  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 thereat.

                                    DIRECTORS

84.       Unless and until  otherwise  determined  by the  Company  by  Ordinary
          Resolution,  the  Directors  shall not be less than  three.  No person
          shall be  appointed  as a Director if his  appointment  would cause or
          permit the number of Directors  resident in the United Kingdom for the
          purposes of United  Kingdom  taxation to  constitute a majority of the
          Directors.
<PAGE>

85.       A Director need not hold any shares in the Company to qualify him as a
          Director  but he shall be entitled to receive  notice of and attend at
          all  General  Meetings  of the  Company  and at all  separate  general
          meetings  of the  holders of any class of shares in the capital of the
          Company.

86.       The first  Directors shall be determined in writing by the subscribers
          to the Memorandum of Association or the majority of them.

87.       The Directors shall be paid by way of remuneration  for their services
          such sum as shall be fixed by the  Company  in  General  Meeting.  The
          Directors shall also be entitled to be paid all travelling,  hotel and
          other  expenses  properly  incurred  by  them in or with a view to the
          performance  of their duties or in attending  meetings of the Board or
          of Committees of the Directors or General Meetings of the Company.

88.       Any Director who, by request of the Board,  performs  special services
          for any purpose of the Company may be paid such other  remuneration by
          way of salary,  percentage of profits,  commission or otherwise as the
          Directors may determine.

89.  (a)  Each  Director  shall  have the  power by  instrument  in  writing  to
          nominate  another  Director  or any other  person to act as  alternate
          Director  in  his  place  at any  meeting  of  the  Directors  or of a
          Committee of the  Directors at which he is unable to be present and at
          his discretion to remove such alternate Director.

     (b)  An alternate  Director shall be entitled to receive notice of meetings
          of the Board and to attend  and if his  appointor  is absent  from the
          meeting to vote at any such  meeting  and to perform  thereat  all the
          functions  of  his  appointor.  Any  Director  of the  Company  who is
          appointed an alternate Director shall be entitled to vote at a meeting
          of the  Directors  on  behalf of the  Director  so  appointing  him as
          distinct  from the vote to which he is entitled in his own capacity as
          a  Director  of the  Company  and  shall  also  be  considered  as two
          Directors  for the purpose of making a quorum of  Directors  when such
          quorum  shall  exceed  two but no  Director  shall at any  meeting  be
          entitled  to act  as  alternate  Director  for  more  than  one  other
          Director.  If his appointor is for the time being  unavailable for the
          appointee's  signature to any  resolution  in writing of the Directors
          shall be as  effective  as the  signature  of his  appointor.  Save as
          aforesaid,  an  alternate
<PAGE>

          Director  shall not have  power to act as a  Director  nor shall he be
          deemed to be a Director for the purposes of these Articles.

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

     (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 any Director  retires by rotation or otherwise but is
          re-elected 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.

90.  (a)  Every instrument  appointing an alternate Director shall, as nearly as
          circumstances will admit, be in the following form or to the following
          effect:-

                  "LONDON PACIFIC GROUP LIMITED

          I,            a Director of the above named  Company,  in pursuance of
          the power in that behalf  contained in the Articles of  Association of
          the Company,  hereby nominate and appoint          of           to act
          as  alternate  Director  in my place at any  meeting of the  Directors
          which I am unable to  attend  and to  exercise  and  discharge  all my
          duties as a Director of the Company.

                  As witness my hand this       day of            20    ."

     (b)  The appointment and removal of an alternate Director shall take effect
          when lodged at or telexed or telecopied to the Office.
<PAGE>

91.       Subject as otherwise herein  provided,  the office of a Director shall
          be vacated in any of the following events namely:-


     (a)  if he resigns his office by notice in writing  under his hand given to
          the Company  and sent to or left at the Office;

     (b)  if he be declared  en desastre or if he commits any act of  bankruptcy
          or if he makes  any  arrangement  or  composition  with his  creditors
          generally;

     (c)  if he becomes of unsound mind;

     (d)  if he is absent from meetings of the Board for six  successive  months
          without  leave,  and his alternate  Director (if any) shall not during
          such period have attended in his stead, and the Board resolves that by
          reason of such absence his office be vacated;

     (e)  if he ceases to be a Director by virtue of, or becomes prohibited from
          being a Director  by reason of, an order made under  provision  of any
          law or enactment;

     (f)  if he becomes  resident in the United  Kingdom and as a result thereof
          the  number  of  Directors  resident  in the  United  Kingdom  for the
          purposes of United Kingdom taxation would constitute a majority of the
          Directors;

     (g)  if he requested by all the other Directors (not being less than two in
          number) to vacate office; and

     (h)  if he is removed from office by an Ordinary  Resolution of the Company
          in General  Meeting(but without prejudice to any claim for damages for
          breach of any contract between the Director and the Company).

92.  (a)  A  Director  may hold any other  office  or place of profit  under the
          Company  or any  Subsidiary  (other  than the  office of  Auditor)  in
          conjunction  with his office of Director on such terms as to tenure of
          office and otherwise as the Directors may determine.

     (b)  No Director or intending  Director shall be disqualified by his office
          from  contracting  with the  Company  either as vendor,  purchaser  or
          otherwise,  nor shall
<PAGE>

          any such contract or any contract or arrangement entered into by or on
          behalf of the Company in which any  Director is in any way  interested
          be liable to be  avoided,  nor shall any  Director so  contracting  or
          being so interested be liable to account to the Company for any profit
          realised  by any  such  contract  or  arrangement  by  reason  of such
          Director holding that office or of the fiduciary  relationship thereby
          established, but the nature of his interest must be declared by him at
          the meeting of the  Directors at which the  question of entering  into
          the contract of arrangement is first taken into  consideration,  or if
          the  Director was not at the date of that  meeting  interested  in the
          proposed  contract  or  arrangement,  then at the next  meeting of the
          Directors held after he becomes so interested, and in a case where the
          Director becomes  interested in a contract or arrangement  after it is
          made, then at the first meeting of the Directors held after he becomes
          so interested: PROVIDED nevertheless that a Director shall not vote or
          be counted in the quorum in respect of any contract or  arrangement in
          which he is  materially  interested  otherwise  than by  virtue of his
          interest in shares or debentures  or other  securities of or otherwise
          in or through  the Company and if he shall do so his vote shall not be
          counted, but the aforesaid prohibition shall not apply to any contract
          or  arrangement  by a Director to  guarantee or  underwrite  shares or
          debentures  of the  Company  or any  of its  Subsidiaries,  nor to any
          contract  or  resolution  for giving to a  Director  any  security  or
          indemnity in respect of money lent by him or obligations undertaken by
          him for the benefit of the Company or any of its Subsidiaries,  nor to
          any proposal  concerning the adoption,  modification or operation of a
          superannuation  fund or retirement  benefit scheme or employees  share
          scheme (whether operated by the Company or any Subsidiary) under which
          he may  benefit,  nor to any  contract or dealing  with a  corporation
          where the sole interest of a Director is that he is a director, member
          of  creditor  of  such  corporation,  but  is  not  the  holder  of or
          beneficially  interested  in one per cent or more of the issued shares
          of any class of such corporation or of any third  corporation  through
          which his  interest is derived or of the voting  rights  available  to
          members of the relevant  Company (any such  interest  being deemed for
          the  purpose  of  this  Article  to  be a  material  interest  in  all
          circumstances)  and  the  aforesaid  prohibitions  may at any  time be
          suspended or relaxed to any extent, and either generally or in respect
          of any particular contract, arrangement or transaction
<PAGE>

          by the Company in General Meeting by Ordinary Resolution.  The Company
          in General Meeting may by Ordinary  Resolution  ratify any transaction
          not duly authorised by reason of any  contravention  of this paragraph
          (b).  A  general  notice  in  writing  given to the  Directors  by any
          Director to the effect that he is a member of any specified company or
          firm,  and is to be regarded as interested  in any contract  which may
          thereafter be made with that company or firm,  shall (if such Director
          shall  give the  same at a  meeting  of the  Directors  or shall  take
          reasonable steps to secure that the same is brought up and read at the
          next  meeting  of  the  Directors  after  it is  given)  be  deemed  a
          sufficient  declaration  of interest  in  relation to any  contract so
          made.

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

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

     (e)  A Director, notwithstanding his interest, may be counted in the quorum
          present at any meeting whereat any contract or arrangement in which he
          is materially  interested is considered  (other than in respect of his
          appointment  to any office or place of profit under the Company),  and
          he may vote  thereat  on all  matters  other  than those in respect of
          which he is debarred from voting under (b) above.

     (f)  Any Director may act by himself or through his firm in a  professional
          capacity  for the  Company,  and he or his firm shall be  entitled  to
          remuneration for  professional
<PAGE>

          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.

93.       Any  Director  may  continue  to be or  become  a  director,  managing
          director,  manager or other officer or member of any company  promoted
          by the Company or in which the Company may be  interested  and no such
          Director shall be accountable  for any  remuneration or other benefits
          received by him as a director,  managing director,  manager,  or other
          officer or member of any such other  company.  The Board may  exercise
          the voting power  conferred by the shares in any other company held or
          owned by the  Company,  or  exercisable  by them as  Directors of such
          other  Company,  in such  manner  in all  respects  as they  think fit
          (including the exercise thereof in favour of any resolution appointing
          themselves or any of them directors,  managing directors,  managers or
          other officers of such company, or voting or providing for the payment
          of  remuneration  to the directors,  managing  directors,  managers or
          other officers of such company).

94.       The Board may establish and maintain or procure the  establishment and
          maintenance  of  any   non-contributory  or  contributory  pension  or
          superannuation funds for the benefit of and give or procure the giving
          of pensions, allowances,  gratuities or bonuses to any persons who are
          or were at any time in the  employment or service of the Company or of
          any  company   which  is  a  Subsidiary  of  the  Company  or  of  the
          predecessors  in business of the Company or any such Subsidiary or who
          are or were at any time Directors or officers of the Company or of any
          such other company or any such  predecessors  in business as aforesaid
          and  holding  any  salaried  employment  or  office  therein  and  the
          relations,  connections  or  dependants  of any such  persons and make
          payments  for  or  towards  the  insurance  of  any  such  persons  as
          aforesaid.  Subject always to particulars with respect to the proposed
          payment  being  disclosed  to the  members of the  Company  and to the
          proposal being approved by the Company,  any Director holding any such
          employment  or office shall be entitled to  participate  in and retain
          for his own benefit any such donation, gratuity, pension, allowance or
          emolument.

                               POWERS OF DIRECTORS

95.       The business of the Company shall be managed by the Board from outside
          the  United  States  of  America  and the  United  Kingdom  and it may
          exercise  all such  powers of the  Company as are not by the Law or by
          these  Articles  required to be  exercisable by the
<PAGE>

          Company in General Meeting, subject nevertheless to any regulations of
          these Articles,  to the provisions of the Law and to such regulations,
          being not inconsistent  with the aforesaid  regulations or provisions,
          as may be  prescribed  by  the  Company  in  General  Meeting,  but no
          regulation made by the Company in General Meeting shall invalidate any
          prior act of the Board which would have been valid if such  regulation
          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.

96.       The Directors may  establish any  committee,  local boards or agencies
          for managing any of the affairs of the Company  PROVIDED  THAT no such
          committee shall meet in the United Kingdom or consist of a majority of
          Directors  who are resident in the United  Kingdom for the purposes of
          United Kingdom  taxation,  nor shall any committee  meeting be held at
          which any such majority is present  (and, if any committee  meeting is
          held in breach of this  proviso,  any decision  reached or  resolution
          passed  thereat shall be invalid and of no effect).  PROVIDED  FURTHER
          THAT at least one half of the  members  of any such  committee,  local
          board or  agency  shall be  Directors  and no  resolution  of any such
          committee,  local board or agency shall be effective unless a majority
          of the members thereof present at the relevant  meeting were Directors
          or their duly appointed  alternates.  Subject as aforesaid,  the Board
          may appoint any person to be members of such  committee,  local boards
          or agencies  and may fix their  remuneration  and may  delegate to any
          committee,  local  board or agent any of the powers,  authorities  and
          discretions vested in the Directors 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 and 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 so appointed and may annul or vary any such delegation, but
          no  person  dealing  in good  faith  and  without  notice  of any such
          annulment or variation shall be affected thereby.

97.  (a)  The Board  may from time to time and at any time by power of  attorney
          under the Seal appoint any company, firm or person, or any fluctuating
          body of  persons,  whether  nominated  directly or  indirectly  by the
          Directors,  to be  attorney  or  attorneys  of the  Company  for  such
          purposes  and with  such  powers,  authorities  and  discretions  (not
          exceeding  those vested in or exercisable by the Directors under these
          Articles)  and for such period and subject to such  conditions as they
<PAGE>

          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.

     (b)  The Board may subject to the provisions of the Law cause to be kept in
          any part of the world  (being  outside  the Island of Jersey) in which
          the Company  transacts  business a branch register of Members resident
          in such  part of the world  and the  Directors  may make and vary such
          regulations  as they may think fit  respecting the keeping of any such
          register.

98.  (a)  Subject as  hereinafter  provided the  Directors  may exercise all the
          powers of the Company to borrow  money and to mortgage  charge  create
          security  interests in or pledge its undertaking,  property and assets
          (including  its  uncalled  capital)  or any part  thereof and to issue
          debentures and other  securities,  whether outright or as,  collateral
          security,  for any debt,  liability or  obligation  of the Company its
          Subsidiaries or of any third party.

     (b)  The  Directors  shall  restrict the borrowing of the Company and shall
          exercise all voting and other rights or powers of control  exercisable
          by the  Company  in  relation  to its  Subsidiaries  (if any) so as to
          secure (as regards  Subsidiaries  so far as by such  exercise they can
          secure)  that  the  aggregate  amount  for the  time  being  remaining
          undischarged  of all moneys  borrowed by the Group  (inclusive  of any
          fixed or minimum  premium  payable on final repayment but exclusive of
          intra-Group  borrowing and also exclusive of any borrowings secured by
          deposits  of cash or on  back-to-back  arrangements)  shall not at any
          time except with the consent of the Company in General  Meeting exceed
          an amount equal to twice the Share Capital and Consolidated  Reserves,
          as hereinafter  defined.  For the purposes of the said limit the issue
          of  loan  capital  and  debentures   shall  be  deemed  to  constitute
          borrowing,  notwithstanding that the same may be issued in whole or in
          part for a consideration other than cash.

     (c)  For the  purpose  of this  Article  "Share  Capital  and  Consolidated
          Reserves" means at any material time the amount standing to the credit
          of the share capital account of the Company plus the aggregate  amount
          standing to the credit of the capital
<PAGE>

          and revenue  reserves  (including any share premium account or capital
          redemption  reserve)  all as shown in the  audited  balance  sheet but
          adjusted as may be necessary  and  appropriate  to take account of any
          increase in or  reduction of the issued and paid-up  share  capital of
          the  Company  since  the date of the  audited  balance  sheet  and any
          distribution  (other than normal  dividends paid out of profits earned
          since such date) in cash or specie made,  recommended or declared from
          such  reserves or profit and loss account  since such date;  excluding
          any sums set aside for taxation;  deducting any amount attributable to
          minority  interests;  and after making such other adjustments (if any)
          as the  Auditors  may consider  appropriate,  including in  particular
          adjustments to provide for the carrying into effect of the transaction
          for the purposes of or in connection  with which the Share Capital and
          Consolidated  Reserves  require to be calculated.  For the purposes of
          the foregoing,  share capital  allotted shall be treated as issued and
          share capital called up or payable at any fixed future date within the
          following  nine  calendar  months shall be treated as already paid up;
          and if the  Company  proposes  to issue any  shares  for cash and such
          issue has been  underwritten  then such shares shall be deemed to have
          been  issued  and the  subscription  monies  (including  any  premium)
          payable in respect thereof,  within the following nine calendar months
          shall be deemed to have been paid up.

          The  certificate  of the Auditor as to the amount of Share Capital and
          Consolidated Reserves at any time shall be conclusive and binding upon
          all concerned.

     (d)  For the purpose of this  Article  monies  borrowed  shall be deemed to
          include:-

          (i)       the  outstanding  amount  of  acceptances  by  any  bank  or
                    accepting house under any acceptance credit opened on behalf
                    of and in favour of any company in the Group;
<PAGE>

          (ii)      the nominal amount of any issued share capital and principal
                    amount of any  monies  borrowed  the  repayment  whereof  is
                    guaranteed  by any  company  in the  Group  except so far as
                    either:

      (1) such share  capital or the debt owing in respect of such monies is for
          the time being beneficially owned by any company in the Group, or

      (2) such  borrowed  monies  are  otherwise  taken  into  account as monies
          borrowed by any company in the Group.

     (e)  No such  sanction as aforesaid  shall be required to the  borrowing of
          any sum of money  intended  to be  applied to the  repayment  (with or
          without  premium) of any monies then already  borrowed and outstanding
          and  so  applied   within  sixty  days  of  the   borrowing   thereof,
          notwithstanding that the same may result in such limit being exceeded.

     (f)  No person  dealing with the Company  shall by reason of the  foregoing
          provisions  be  concerned  to see or  enquire  whether  this  limit is
          observed,  and no debt  incurred or  security  given in excess of such
          limit  shall be  invalid  or  ineffectual  unless  the  lender  or the
          recipient  of the  security had at the time when the debt was incurred
          or security  given  express  notice that the limit hereby  imposed had
          been or would thereby be exceeded.

99.       The  Company's  bank account  shall be kept with such bank or banks as
          the Board shall from time to time determine.

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

                    MANAGING DIRECTOR AND OTHER APPOINTMENTS

101. (a)  The Board may from time to time  appoint one or more of the  Directors
          to the office of Managing  Director or Joint Managing  Director of the
          Company  or  to  any  other   executive   office  in  the  management,
          administration  or conduct of the
<PAGE>

          business of the Company for such periods as the Board shall think fit,
          and the Board may also from time to time  (subject to the provision of
          any agreement  between him or them and the Company) remove him or them
          from  office,  and appoint  another or others in his or their place or
          places.

     (b)  The  remuneration  and other terms and  conditions of appointment of a
          Director  appointed to any office  mentioned in paragraph  (a) of this
          Article  may from time to time  (subject  to the  provisions  of these
          Articles or of any agreement  between him and the Company) be fixed by
          the Board,  and may be made  payable by a lump sum or by way of salary
          or  commission on the dividends or profits or turnover of the Company,
          or of any other company in which the Company is  interested,  or other
          participation  in any such profits or otherwise,  or by any or all, or
          partly by one and  partly  by  another  or  others of those  modes and
          (subject as aforesaid) the  remuneration  so fixed shall be additional
          to the remuneration to which he shall be entitled as a Director.

102. (a)  A Director  appointed  to the  office of  Managing  Director  or Joint
          Managing  Director of the  Company  pursuant to Article 101 shall not,
          while he continues to hold such office,  be subject to  retirement  by
          rotation,  or be taken into  account in  determining  the  rotation of
          retirement  of  Directors,  but  (subject  to  the  provisions  of any
          agreement between him and the Company) he shall be subject to the same
          provisions as to resignation and removal as the other Directors of the
          Company.

     (b)  A Director  appointed  to the  office of  Managing  Director  or Joint
          Managing  Director of the  Company  pursuant to Article 101 shall ipso
          facto and immediately  cease to be Managing Director or Joint Managing
          Director,  as the case may be, if he shall cease to hold the office of
          Director from any cause but he shall not (unless any agreement between
          him and the Company shall otherwise  provide) cease to hold his office
          as a Director by reason only of his ceasing to be Managing Director or
          Joint Managing Director of the Company, as the case may be.

     (c)  A Director  appointed to any office mentioned in Article 101 (save the
          office of Managing Director or Joint Managing Director of the Company)
          shall not (unless  any  agreement  between  him and the Company  shall
          otherwise  provide)  cease to hold such  office by reason  only of his
          ceasing  to be a  Director,  nor  (subject  to the
<PAGE>

          provisions of any agreement as aforesaid) shall any Director be liable
          to vacate his office as a Director  by reason  only of his  ceasing to
          hold any other office as  aforesaid,  the intent being that the tenure
          by any  person of the office of  Director  and his tenure of any other
          office as aforesaid  shall (subject to the provisions of any agreement
          as aforesaid) be distinct.

103.      The Board may entrust to and confer upon any Director appointed to the
          office of Managing Director any of the powers exercisable by it, other
          than the power to make  calls or forfeit  shares,  upon such terms and
          conditions  and with such  restrictions  as they  think fit and either
          collaterally with or to the exclusion of their own powers and may from
          time to time revoke, withdraw or vary all or any part of such powers.

                 ROTATION, APPOINTMENT AND REMOVAL OF DIRECTORS

104.      The Company may from time to time by Ordinary  Resolution  increase or
          reduce the  minimum  number of  Directors  and/or fix and from time to
          time increase or reduce a maximum number of Directors.

105. (a)  At  each  Annual  General  Meeting  of the  Company  one-third  of the
          Directors  for the time being (other than any Directors not subject to
          retirement by rotation) or, if their number is not three or a multiple
          of three,  then the number nearest to but (except when less than three
          Directors  are  subject  to  retirement  by  rotation)  not  exceeding
          one-third, shall retire from office.

     (b)  The  Directors  to retire in every year shall be those who are subject
          to  retirement  by rotation  and who have been longest in office since
          their last election,  but as between  persons who became  Directors on
          the same day those to retire shall (unless they otherwise  agree among
          themselves) be determined by lot.

     (c)  A retiring Director shall be eligible for re-election.
<PAGE>
     (d)  The  Company  at the  meeting  at which a  Director  retires in manner
          aforesaid  may fill the vacated  office by electing a person  thereto,
          and in default the  retiring  Director  shall if offering  himself for
          re-election  be deemed to have  been  re-elected  except in any of the
          following cases;

          (i)       where at such meeting it is  expressly  resolved not to fill
                    up such vacated office or a resolution  for the  re-election
                    of such Director is put to the meeting and lost; or

          (ii)      where  such  Director  has given  notice in  writing  to the
                    Company that he is unwilling to be re-elected.

     (e)  A resolution  for the  appointment of two or more persons as Directors
          by a single  resolution  shall  not be moved  at any  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.

     (f)  No person other than a Director retiring at the meeting shall,  unless
          recommended  by the Board,  be eligible  for election to the office of
          Director  at any General  Meeting  unless not less than seven nor more
          than twenty-eight days before the date appointed for the meeting there
          shall  have been left at the  Office  notice  in  writing  signed by a
          Member duly qualified to attend and vote at the meeting for which such
          notice is given of his  intention to propose such person for election,
          and also notice in writing signed by that person of his willingness to
          be elected.

     (g)  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  additional  Director.  Any Director so appointed  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 who are to retire by rotation at
          such meeting.

106.      The Company may by Ordinary  Resolution remove any Director before the
          expiration  of his  period of office  and may by  Ordinary  Resolution
          appoint another person in his stead.
<PAGE>

                            PROCEEDINGS OF DIRECTORS

107.      The Directors may meet together for the despatch of business,  adjourn
          and otherwise  regulate  their meetings as they think fit. No meetings
          of the Directors  shall be held in the United States of America or the
          United  Kingdom and any decision  reached or resolution  passed by the
          Board at any meeting  which is held in the United States of America or
          the  United  Kingdom  shall be  invalid  and of no  effect.  Questions
          arising at any meeting shall be  determined by a majority of votes.  A
          Director may and the Secretary on the  requisition of a Director shall
          at any time  summon a meeting of the  Directors.  Every  Director  and
          alternate  Director  shall be entitled to receive  from the  Secretary
          notice of every  meeting of the Directors and such notice may be given
          by post, telex or telecopier.

108.      The quorum of Directors  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  provided  that no meeting of the  Directors
          shall be  quorate  for any  purposes  other  than  that  specified  in
          paragraph  (g) of Article 105 if a majority of the  Directors  present
          consist of persons  who are  resident  in the United  Kingdom  for the
          purposes  of United  Kingdom  taxation  and any  decision  reached  or
          resolution  passed at any  meeting at which such a majority is present
          shall be invalid and of no effect and for the purposes of this Article
          the residence of any alternate  Director (whether or not a Director of
          the Company) present shall be taken into account in deciding whether a
          meeting can be held and in ascertaining  whether any decision  reached
          or resolution passed is invalid and of no effect. A person (other than
          a Director)  appointed by a Director to act as his alternate  Director
          shall be  counted  in  determining  whether a quorum is present at any
          meeting at which he is present and his, appointor is not present. When
          the quorum of Directors  necessary for the transaction of the business
          of the Board  exceeds  two,  any  Director of the Company who has been
          appointed as alternate  Director by another  member of the Board shall
          be considered as two Directors for the purpose of determining  whether
          a quorum is  present at any  meeting  at which he is  present  and his
          appointor is not present.

109.      The  continuing  Directors  or a  sole  continuing  Director  may  act
          notwithstanding any vacancies in their body, 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
          may act for the  purpose of filling up  vacancies  in their body or of
          summoning  General  Meetings  of the  Company,  but not for any  other
          purpose.  If there
<PAGE>

          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.

110.      The Board may from time to time elect a Director to be a Chairman and,
          if they think  fit, a Deputy  Chairman  and  determine  the period for
          which  they  respectively  are to hold  office  and  remove  them from
          office.  The Chairman  or,  failing  him,  the Deputy  Chairman  shall
          preside at all meetings of the Directors,  but if there be no Chairman
          or  Deputy  Chairman  or if at any  meeting  the  Chairman  or  Deputy
          Chairman be not present  within five minutes after the time  appointed
          for holding the same,  the  Directors  present may choose one of their
          number to be Chairman of the meeting.

111. (1)  A Resolution in writing signed by all the Directors for the time being
          shall be valid and  effectual as a  Resolution  passed at a meeting of
          the  Directors  duly  convened  and held and may  consist  of  several
          documents in the like form each signed by one or more of the Directors
          and  signature  in the case of a body  corporate  which is a  Director
          shall  be  sufficient  if  made  by a  Director  thereof  or its  duly
          appointed attorney.

     (2)  If a Director is by any means in communication  with one or more other
          Directors so that each Director participating in the communication can
          hear what is said by any other of them, each Director so participating
          in the  communication  shall be deemed to be present at a meeting with
          the other Directors so participating.

112.      A meeting of the Board at which a quorum is present shall be competent
          to exercise all powers and discretions for the time being  exercisable
          by the Board.

113.      The Board may subject to the  provisions of Article 96 delegate any of
          their  powers to  committees  consisting  of such member or members of
          their body as they think fit.  Any  committee  so formed  shall in the
          exercise of the powers so delegated  conform to any  regulations  that
          may be imposed on it by the Board.

114.      The meetings and  proceedings of any such committee  consisting of two
          or more  members of the Board shall be governed by the  provisions  of
          these Articles regulating the meetings and proceedings of the Board so
          far  as  the  same  are  applicable  and  are  not  superseded  by any
          regulations made by the Board under the last preceding Article.
<PAGE>

115.      Subject  to the  requirements  of these  Articles  as to the places of
          residence of Directors  being observed acts done by any meeting of the
          Board or of a  Committee  of  Directors  or by any person  acting as a
          Director shall, notwithstanding it be afterwards discovered that there
          was some  defect in the  appointment  of any such  Director  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 duly been  appointed  and was  qualified and had
          continued to be a Director and had been entitled to vote.

116.      The Board shall cause minutes to be made:-

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

          (b)       of the names of the Directors present at each meeting of the
                    Board and of any Committee of Directors;

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

          Any such  minute,  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, shall be evidence of the proceedings.

                                    SECRETARY

117.      The Secretary shall be appointed by the Board.  Anything by the Law or
          these  Articles  required  or  authorised  to be  done  by  or to  the
          Secretary  may,  if the  office  is  vacant  or there is for any other
          reason no Secretary  capable of acting, be done by or to any Assistant
          or Deputy  Secretary,  or if there is no Assistant or Deputy Secretary
          capable of acting,  by or to any  officer  of the  Company  authorised
          generally or specially in that behalf by the Directors.  Provided that
          any provisions of the Law and these Articles  requiring or authorising
          a thing to be done by or to a Director and the Secretary  shall not be
          satisfied  by its being done by or to the same  person  acting both as
          Director and as, or in the place of, the Secretary.

118.      No person shall be appointed or hold office as Secretary who is:-

          (a)       the sole Director of the Company, or
<PAGE>

          (b)       a  corporation  the  sole  Director  of  which  is the  sole
                    Director of the Company.

                                  COMPANY SEALS

119. (a)  The Board shall  provide for the safe custody of the Seal and the Seal
          shall never be used except by the  authority  of a  resolution  of the
          Board or of a committee of Directors  authorised  by the Board in that
          behalf.  The Board may from time to time make such regulations as they
          see fit (subject to the provisions of these Articles relating to Share
          Certificates)  determining  the persons and the number of such persons
          in whose  presence  the Seal  shall be used  and  until  otherwise  so
          determined the Seal shall be affixed in the presence of two Directors,
          or of one  Director  and the  Secretary,  or of one  Director and some
          other  person  duly  authorised  by the  Board,  who shall  sign every
          instrument  to which the Seal is affixed:  Provided that the Board may
          either  generally or in any particular case or cases resolve  (subject
          to such restrictions as to the manner in which the Seal may be affixed
          as the Board may determine) that such signatures or any of them may be
          affixed to certificates  for shares or debentures or representing  any
          other form of security by some mechanical means other than autographic
          to be specified in such resolution or that such  certificate  need not
          be signed by any person.

     (b)  The Board may by resolution adopt and authorise the use of a facsimile
          seal and further  approve and authorise the use of such facsimile seal
          by  affixation,  printing or  reproduction  in any other  manner for a
          specified  purpose or purposes in  conjunction  with the signatures of
          two  Directors  or  one  Director  and  the  Secretary  (or  Assistant
          Secretary) or of one Director and some other person duly authorised by
          the  Directors,  such  signatures  to be either  manual or  printed or
          reproduced  in  any  other  manner  and  such  affixing   printing  or
          reproduction  of the facsimile seal on any instrument on which its use
          has been authorised by the Board,  such signatures to be either manual
          or  printed  or  reproduced  in any  other  manner  and such  affixing
          printing or  reproduction  of the facsimile  seal on any instrument on
          which  its use has been  authorised  by the Board  accompanied  by the
          manual printed or otherwise reproduced  signatures of two Directors or
          of one Director and the Secretary  (or Assistant  Secretary) or of one
          Director and some other person duly authorised by the Board shall have
          the same  meaning  and  effect as if the Seal had been  affixed in the
          presence of two  Directors or of one Director
<PAGE>

          and the  Secretary  or of one  Director  and some  other  person  duly
          authorised by the Board.

     (c)  The Board may by  resolution  adopt and  authorise the use of a branch
          seal for use in any  territory  district  or place  outside  of Jersey
          which shall be a facsimile  of the Seal with the  addition on its face
          either  of the  words  "Branch  Seal" or of the name of the  territory
          district  or place  where it is to be used and further may approve and
          authorise  the  use of  such  branch  seal  in  conjunction  with  the
          signatures of two Directors or of one Director and the Secretary or of

          one Director and some other person duly  authorised  by the Board such
          signatures  to be either  manual or printed or reproduced in any other
          manner and the use of the branch seal or any  instrument  on which its
          use has been  authorised  by the Board shall have the same meaning and
          effect  as if  the  Seal  had  been  affixed  in the  presence  of two
          Directors or of one Director and the  Secretary or of one Director and
          some other person duly authorised by the Directors.

     (d)  The Board may subject to the provisions of the Law by resolution adopt
          and  authorise   the  use  of  a  securities   seal  for  affixing  to
          certificates  for Shares and Debentures and the use of such securities
          seal on any such  certificates  and otherwise in  accordance  with the
          provision  of  paragraph  (a) of this  Article 119 shall have the same
          meaning  and  effect  as  if  the  Seal  had  been   affixed  to  such
          certificates  in accordance  with the provisions of the said paragraph
          (a).

                                  RECORD DATES

120.      Notwithstanding  any other  provision of these  Articles the Board may
          fix a  date  as  the  record  date  for  any  dividend,  distribution,
          allotment  or  issue  and  such  record  date may be on or at any time
          within  six months  before or after any date on which  such  dividend,
          distribution, allotment or issue is declared, paid or made.

                                    DIVIDENDS

121.      The Company in General  Meeting may declare  dividends but no dividend
          shall exceed the amount recommended by the Board. No dividend shall be
          payable except in accordance with the Law and out of such funds as may
          be  lawfully  distributed  as  dividends,  and no  dividend  shall  be
          declared  unless the  amount  available  to be paid  shall
<PAGE>

          exceed the amount of any  accumulated  income losses  carried  forward
          from previous accounting periods of the Company.

122.      Subject to the rights of  persons,  if any,  entitled  to shares  with
          special rights as to dividends,  all dividends,  shall be declared and
          paid according to the amount paid up on the shares in respect  whereof
          the  dividend is paid,  but no amount paid up on a share in advance of
          calls shall be treated for the  purposes of this Article as paid up on
          the shares.  Provided  that if any share is issued on terms  providing
          that it shall rank for  dividend as from or after a  particular  date,
          such share shall rank for dividend accordingly.

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

124.      The Board may deduct from any dividend or other monies  payable to any
          Member  on or in  respect  of a share  all  sums  of  money  (if  any)
          presently  payable  by him to the  Company  on  account  of  calls  or
          otherwise in relation to the shares of the Company.

125.      All unclaimed  dividends  may be invested or otherwise  made use of by
          the Board for the benefit of the Company  until  claimed.  No dividend
          shall bear interest  against the Company.  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.  Any dividend unclaimed after twelve years
          or more after the date of its declaration shall be forfeited and shall
          revert to the Company.
<PAGE>

126. (a)  Any dividend or other  monies  payable 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  and in the case of
          joint  holders to that one whose name stands  first on the Register in
          respect of their joint holding.  Every such cheque or warrant shall be
          made payable to the order of the person to whom it is sent and payment
          of the cheque or warrant  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.

     (b)  If cheques or warrants representing payment of two or more consecutive
          declared  dividends  due to a Member  have been,  sent by post to that
          Member  pursuant to paragraph  (a) above and have been returned to the
          Company undelivered, or have been left uncashed, the Board may resolve
          in respect of any or all  dividends  declared  thereafter  to cease to
          send  dividend  cheques or warrants by post to that Member  until such
          time as the Member  claims  them from the  Company,  and any  dividend
          payments so retained  by the Company  shall be deemed to be  unclaimed
          dividends  and shall be  treated  and dealt  with in  accordance  with
          Article 125.

127.      If several  persons are  registered  as joint holders of any share any
          one of them may give  effectual  receipts  for any  dividend  or other
          monies payable on or in respect of the share.

128.      A General Meeting  declaring a dividend may on the  recommendation  of
          the Board  direct  payment of such  dividend  wholly 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  and  where  any  difficulty  arises in regard to the
          distribution  the Board may settle the same as it thinks expedient and
          in particular it may issue  fractional  certificates and fix the value
          for  distribution  of such specific assets or any part thereof and may
          determine  that cash  payments  shall be made to any Members  upon the
          footing of the value so fixed in order to adjust the rights of Members
          and may vest any  specific  assets  in  trustees  upon  trust  for the
          persons  entitled to the  dividend as may seem  expedient to the Board
          and generally may make such arrangements for the allotment, acceptance
          and sale of such specific assets, or any part thereof and otherwise as
          they think fit.
<PAGE>

                                    RESERVES

129.      The Board may before  recommending any dividend (whether  preferential
          or otherwise) set aside out of the profits of the Company such sums as
          it  think  proper  as a  reserve  or  reserves  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,  at the like  discretion,  either be employed in the
          business of the Company or be invested in such investments (other than
          shares of the Company or of its Holding Company,  if any) as the Board
          may from time to time think fit.  The Board may also  without  placing
          the same to reserve  carry  forward any  profits  which they may think
          prudent not to divide.

                           CAPITALISATION OF RESERVES

130.      The Company in General Meeting may on the  recommendation of the Board
          resolve that it is desirable to capitalise  any part of the amount for
          the time being standing to the credit of any of the Company's  reserve
          accounts or to the credit of the profit and loss  account or otherwise
          available for distribution and nor required for payment of dividend on
          any shares with a preferential  right to dividend and accordingly that
          such sum be set free for  distribution  amongst  the Members who would
          have been entitled  thereto if  distributed  by way of dividend and in
          the same  proportions  on condition  that the same be not paid in cash
          but  applied in or towards  paying up any  amounts  for the time being
          unpaid on any shares held by such Members respectively or paying up in
          full  unissued  shares or debentures of the Company to be allotted and
          distributed  credited as fully paid up to and amongst  such Members in
          the  proportion  as  aforesaid  or partly in one way and partly in the
          other and the Board  shall give  effect to such  resolution:  Provided
          that a share premium account and a capital redemption reserve may, for
          the  purpose of this  regulation,  only be applied in the paying up of
          unissued  shares to be issued to Members of the  Company as fully paid
          bonus shares.

131.      Whenever such resolution as aforesaid shall have been passed the Board
          shall  make  all  appropriations  and  applications  of the  undivided
          profits  resolved to be  capitalised  thereby and all  allotments  and
          issues of fully paid shares or debentures, if any, and generally shall
          do all acts and things required to give effect thereto with full power
          to the  Board  to make  such  provision  by the  issue  of  fractional
          certificates  or by payment in cash or otherwise
<PAGE>

          as they  think  fit for the  case of  shares  or  debentures  becoming
          distributable  in fractions  and also to authorise any person to enter
          on behalf of all the Members  entitled  thereto into an agreement with
          the Company providing for the allotment to them respectively, credited
          as fully paid up, of any further  shares or  debentures  to which they
          may be entitled upon such capitalisation, or (as the case may require)
          for the payment up by the Company on their behalf,  by the application
          thereto of their respective  proportions of the profits resolved to be
          capitalised,  of the  amounts  or any  part of the  amounts  remaining
          unpaid on their  existing  shares  and any  agreement  made under such
          authority shall be effective and binding on all such Members.

                                    ACCOUNTS

132.      The  Directors  shall  cause  accounting  records to be kept which are
          sufficient to show and explain its transactions and are such as to:-

          (a)       disclose  with  reasonable   accuracy,   at  any  time,  the
                    financial  position  of the  Company at that  time;  and

          (b)       enable the Directors to ensure that any accounts prepared by
                    the Company comply with the requirements of the Law.

          The books of  account  shall be kept at the  Office  or at such  other
          place as the Directors think fit and shall at all times be open to the
          inspection of the Directors and the Secretary.

133.      The Directors  shall from time to time  determine  whether and to what
          extent  and at what times and  places  and under  what  conditions  or
          regulations  the accounts  and books of the  Company,  or any of them,
          shall be open to the inspection of Members,  not being Directors,  and
          no Member  (not being a Director)  shall have any right of  inspecting
          any account or book or document of the Company, except as conferred by
          the Law or as authorised by the Directors or by the Company in General
          Meeting.

134. (1)  The  Directors  shall  prepare  accounts for the period ending on each
          Accounting Date and such accounts shall be prepared in accordance with
          generally accepted accounting principles and show a true and fair view
          of the profit or loss of the  Company  for the period and of the state
          of the Company's  affairs at the end of the period and comply with any
          other requirements of the Law.
<PAGE>

     (2)  Accounts prepared in accordance with this Article shall be approved by
          the Directors, and signed on their behalf by one of them.

135.      Subject to the  provisions  of the Law,  within  seven months from the
          period  ending on an  Accounting  Date,  the  accounts for that period
          shall be laid  before a General  Meeting  together  with a copy of the
          Auditors' report (if any).

136.      A copy of the  accounts  shall,  ten days  previously  to the  General
          Meeting  before  which they are to be laid,  be  circulated  among the
          shareholders  or shall  otherwise be made available to shareholders in
          accordance with the Law.

                                      AUDIT

137.      Subject to the  provisions  of the Law, the Company  shall  appoint an
          Auditor who shall examine the accounts of the Company and shall report
          thereon in accordance with the Law. In the event that an Auditor is so
          appointed he shall  retire and face  re-election  and his  re-election
          shall be determined at each Annual General Meeting  subsequent to such
          appointment, subject to the following provisions:-

          (a)       a Director or officer of the Company shall not be capable of
                    being appointed the Auditor;

          (b)       the  Board  may fill any  casual  vacancy  in the  office of
                    Auditor  and fix his or their  remuneration,  but while such
                    vacancy  continues,  the surviving or continuing  Auditor or
                    Auditors (if any) may act;

          (c)       the  only  persons  qualified  to act as  Auditor  shall  be
                    persons who qualify in accordance with the provisions of the
                    Law.

          The  Auditor if and when  appointed  shall  report on the  accounts in
          accordance with the Law and shall have the powers and duties which are
          specified in the Law.

                           AUTHENTICATION OF DOCUMENTS

138. (a)  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 and any books,  records,  documents  and accounts
          relating to the business of the Company,
<PAGE>

          and to certify copies thereof or extracts  therefrom as true copies or
          extracts;  and where any books,  records,  documents  or accounts  are
          elsewhere  than at the Office the  officer of the  company  having the
          custody thereof shall be deemed to be a person  appointed by the Board
          as aforesaid.

     (b)  A document  purporting to be a copy of a resolution of the Board of an
          extract  from the minutes of a meeting of the Board which is certified
          as such in  accordance  with  paragraph  (a) of this Article  shall be
          conclusive  evidence in favour of all persons dealing with the Company
          on the faith thereof that such  resolution has been duly passed or, as
          the case may be, that such extract is a true and accurate  record of a
          duly constituted meeting of the Board.

                                     NOTICES

139.      Any  notice or  document  may be served by the  Company  on any Member
          either  personally  or by  sending  it  through  the post in a prepaid
          letter  addressed  to such  Member  at his  address  appearing  in the
          Register. In the case of joint holders of a share all notices shall be
          given to that one of the joint  holders whose name stands first in the
          Register in respect of the joint holding and notices so given shall be
          sufficient  notice to all the joint  holders.  Notices to be posted to
          addresses  outside the  Channel  Islands,  the United  Kingdom and the
          continent  of  Europe  shall so far as  practicable  be  forwarded  by
          prepaid air mail.

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

141.      Any summons, notice, order or other document required to be sent to or
          served  upon the  Company,  or upon any  officer of the Company may be
          sent or served by leaving the same or sending it through the post in a
          prepaid  letter,  envelope or wrapper  addressed  to the Company or to
          such officer at the Office.

142. (a)  Any notice or other  document,  if served by post,  shall be deemed to
          have been  served  forty-eight  hours  after the time when the  letter
          containing  the same is posted and in proving such service it shall be
          sufficient to prove that the letter  containing the notice or document
          was properly addressed and duly posted.
<PAGE>

     (b)  Any notice  required  to be given by the Company to the Members or any
          of  them,  and not  otherwise  provided  for by or  pursuant  to these
          Articles,  shall be sufficiently given if by advertisement which shall
          be inserted once in at least one leading daily newspaper  published in
          London. Any notice given by advertisement shall be deemed to have been
          served before noon on the day on which the advertisement appears.

     (c)  In reckoning the period for any notice given under these  Articles the
          day on which notice is served, or deemed to be served, and the day for
          which such notice is given, shall be excluded.

143.      Any  notice or  document  delivered  or sent by post to or left at the
          registered address of any Member in pursuance of these Articles shall,
          notwithstanding  that such Member be then dead or bankrupt and whether
          or not the Company has notice of his death or bankruptcy, be deemed to
          have been duly served in respect of any share  registered  in the name
          of such  Member as sole or joint  holder  unless his name shall at the
          time of the service of the notice or document  have been  removed from
          the Register as the holder of the share and such service shall for all
          purposes be deemed a sufficient  service of such notice or document on
          all persons interested (whether jointly with or as claiming through or
          under him) in the share.

                                   WINDING UP

144.      If the Company shall be wound up the surplus  assets  remaining  after
          payment of all creditors shall subject to the provisions of the Law be
          divided  among the Members of the Company in proportion to the capital
          which at the  commencement  of the  winding up is paid up, or ought to
          have been paid up, on the shares held by them respectively and if such
          surplus assets shall be insufficient to repay the whole of the paid up
          capital,  they shall be  distributed so that, as nearly as may be, the
          losses shall be borne by the Members in the  proportion to the capital
          paid up, or which ought to have been paid up, at the  commencement  of
          the winding up on shares held by them  respectively.  This  Article is
          subject to the rights of any shares  which may be issued with  special
          rights or privileges.

145.      If  the  Company  shall  be  wound  up  (whether  the  liquidation  is
          voluntary,  under  supervision  or by the court) the  liquidator  may,
          subject  to the  provisions  of the Law and
<PAGE>

          with the authority of a Special  Resolution,  divide among the Members
          in specie  the  whole or any part of the  assets  of the  Company  and
          whether or not the assets  shall  consist of  property  of one kind or
          shall  consist  of  properties  of  different  kinds  and may for such
          purposes set such value as he deems fair upon any one or more class or
          classes of  property  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 any part of the
          assets in  trustees  upon such trust 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  member  shall be  compelled  to accept  any  shares in
          respect of which there is a liability.

                          COMPROMISES AND ARRANGEMENTS

146.      Where a compromise or arrangement is proposed  between the Company and
          its  Members or any class of them,  the Board,  or, if the  Company is
          being  wound up, the  liquidator,  may call  General  Meetings  of the
          Members  or a  separate  meeting  of the  class  of  Members  and if a
          resolution  (being,  in the case of General  Meetings  of  Members,  a
          Special  Resolution,  or, in the case of a separate meeting of a class
          of Members a  resolution  passed by a majority  of  two-thirds  of the
          votes cast at such meeting) is passed thereat approving the compromise
          or arrangement,  the compromise or arrangement shall be binding on all
          the  Members or call of  Members,  as the case may be, and also on the
          Company and, if the Company is in the course of being wound up, on the
          liquidator.

                                    INDEMNITY

147. (1)  To the extent permitted by the Law, every Director, Auditor, Secretary
          or other officer of the Company shall be entitled to be indemnified by
          the  Company  against  all  costs,  charges,   losses,   expenses  and
          liabilities  incurred by him in the  execution  and  discharge  of his
          duties or in relation thereto including 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  judgment 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
<PAGE>

          respect of any such act or omission in which  relief is granted to him
          by the court.  No Director,  Secretary or other officer of the Company
          shall be liable for the acts, receipts,  neglects,  or defaults of any
          other Director,  Secretary or officer or for joining in any receipt or
          other act for  conformity  unless he himself has been  negligent or in
          wilful default of his duty.

     (2)  The Company  may  purchase  and  maintain  for any  officer  insurance
          against any liability.

                  REPRESENTATIVES FOR REAL AND PERSONAL ESTATE

148.      Power and  authority to represent the Company for the purchase or sale
          of real property will be vested in the Directors for the time being or
          in one of them  designated  by the  Board or in their  duly  appointed
          Attorney.  The  Directors  or one of them  designated  by the Board or
          their duly appointed  Attorney will represent the Company in all legal
          and  judicial  transactions  arising  out of the real  property of the
          Company.

149.      One of the  Directors of the Company for the time being or an Attorney
          duly  appointed  by the Board will  represent  the Company  before all
          courts of Law with respect to all legal  transactions other than those
          arising from the real property of the Company.