<PAGE>   1
                                                                     EXHIBIT 3.3

                                 [COAT OF ARMS]


                          CERTIFICATE OF INCORPORATION

                          OF A PRIVATE LIMITED COMPANY


                              Company No. 3837314



The Registrar of Companies for England and Wales hereby certifies that

ACERESULT LIMITED


is this day incorporated under the Companies Act 1985 as a private company and
that the company is limited.



Given at Companies House, Cardiff, the 7th September 1999


                                                                [SEAL]
                                                       THE OFFICIAL SEAL OF THE
                                                        REGISTRAR OF COMPANIES


                             [COMPANIES HOUSE LOGO]
<PAGE>   2

                                 [COAT OF ARMS]

                          CERTIFICATE OF INCORPORATION

                               ON CHANGE OF NAME


                              Company No. 3837314



The Registrar of Companies for England and Wales hereby certifies that

ACERESULT LIMITED


having by special resolution changed its name, is now incorporated under the
name of

IMANAGE LIMITED


Given at Companies House, Cardiff, the 29th September 1999


                                                                [SEAL]
                                                       THE OFFICIAL SEAL OF THE
                                                        REGISTRAR OF COMPANIES


                             [COMPANIES HOUSE LOGO]
<PAGE>   3

[ICSA SOFTWARE LOGO]                                                      287


<TABLE>
<S>                     <C>                       <C>
                        CHANGE IN SITUATION OR ADDRESS OF REGISTERED OFFICE

                                COMPANY NUMBER    3837314

                          COMPANY NAME IN FULL    ACERESULT LIMITED

[BAR CODE]
*F2870C50*

NEW SITUATION OF REGISTERED OFFICE

NOTE:                                   Address   9 GREYFRIARS ROAD

The change in the                     Post town   READING
situation of the
registered office does            County/Region   BERKSHIRE           Postcode  RG1 1JG
not take effect until the
Registrar has registered
this notice.

For 14 days beginning
with the date that a
change of registered
office is registered, a
person may validly serve
any document on the
company at its previous
registered office.

PO Box numbers only
are not acceptable.

                                         SIGNED   /s/ MARK CULHANE           DATE:  22/9/99

+ Please delete as appropriate       + a director / secretary / administrator / administrative receiver
                                       liquidator / receiver manager / receiver

Please give the name, address,         PricewaterhouseCoopers
telephone number and, if available,    6 Town Quay
a DX number and Exchange of            Southampton
the person Companies House should      Hampshire
contact if there is any query.         SO142HJ

                                       When you have completed and signed the form please send it to
Companies House receipt                COMPANIES HOUSE, CROWN WAY, CARDIFF, CF4 3UZ DX 33050 CARDIFF
date barcode                           for companies registered in England and Wales or
                                       COMPANIES HOUSE, 37 CASTLE TERRACE, EDINBURGH, EH1 2EB
                                       for companies registered in Scotland         DX 235 EDINBURGH
</TABLE>

<PAGE>   4

[ICSA SOFTWARE LOGO]                                                       225


                      CHANGE OF ACCOUNTING REFERENCE DATE

                             COMPANY NUMBER 3937314

                      COMPANY NAME IN FULL  IMANAGE LIMITED

    [BAR CODE]
* F 2 2 5 0 C 5 0 *

<TABLE>
<S>                                                      <C>
NOTES

You may use this form to change the                                                                    Day     Month      Year
accounting date relating to either the current                                                        -------------------------
or the immediately previous accounting                    The accounting reference period ending       30        09        00
period.                                                                                               -------------------------

a. You may not change a period for which                                                               Day     Month      Year
   the accounts are already overdue.                                                                  -------------------------
                                                          is extended + so as to end on                31        12        00
b. You may not extend a period beyond 18                                                              -------------------------
   months unless the company is subject to
   an administration order.                          Subsequent periods will end on the same day and month in future years.

c. You may not extend periods more than
   once in five years unless:

     1. the company is subject to an                 If extending more than once in five years, please indicate in
        administration order, or                     the box the number of the provision listed in note c, on which   [ ]
                                                     you are relying.
     2. you have the specific approval of the
        Secretary of State, (please enclose a
        copy), or

     3. you are extending the company's
        accounting reference period to align with
        that of a partner or subsidiary undertaking
        establishing in the European Economic
        Area.

     4. the form is being submitted by an
        overseas company.


                                             SIGNED  /s/  MARK CULHANE                    DATE  12/10/99
                                                     -----------------------------              ----------
+ Please delete as appropriate                       + a director / secretary / administrator / administrative receiver /
                                                       receiver and manager /receiver (Scotland) / person authorised on behalf
                                                       of an oversea company.

Please give the name, address,                       PricewaterhouseCoopers
telephone number and, if applicable,                 5 Town Quay
a DX number and Exchange of                          Southampton
the person Companies House should                    SO14 2HJ
contact if there is any query

                                                     When you have completed and signed the form please send it to
Companies House receipt date barcode                 COMPANIES HOUSE, CROWN WAY, CARDIFF, CF4 3UZ DX 33050 CARDIFF
                                                     for companies registered in England and Wales or
                                                     COMPANIES HOUSE, 37 CASTLE TERRACE, EDINBURGH, EH1 2EB
                                                     for companies registered in Scotland         DX 235 EDINBURGH
</TABLE>

<PAGE>   5

[ISCS SOFTWARE LOGO]                                                        288a

                      APPOINTMENT OF DIRECTOR OR SECRETARY
                    (NOT FOR RESIGNATION (USE FORM 288b) OR
                     CHANGE OF PARTICULARS (USE FORM 288c))

<TABLE>
<CAPTION>
<S>                                        <C>                                          <C>
                                           ----------------------------------------------------------------------------
                        COMPANY NUMBER     3837314
                                           ----------------------------------------------------------------------------


                                           ----------------------------------------------------------------------------
                  COMPANY NAME IN FULL     ACERESULT LIMITED
                                           ----------------------------------------------------------------------------

                                                         Day  Month  Year                  Day  Month  Year
            [BAR CODE]                     ----------------------------------------------------------------------------
        * F 2 8 8 A C 5 0 *                    Date of    22    09    99         +Date of   17    12    59
                                           appointment                              Birth
                                           ----------------------------------------------------------------------------
                                           Appointment as director [X]  as secretary  [X]
                                           Please mark the appropriate box. If appointment is as a director and
                                           secretary mark both boxes.
                                           ----------------------------------------------------------------------------
APPOINTMENT          NAME *Style/Title                                            *Honours etc.
FORM
                                           ----------------------------------------------------------------------------
                           Forename(s)     Mark
Notes on completion                        ----------------------------------------------------------------------------
appear on reverse.             Surname     CULHANE
                                           ----------------------------------------------------------------------------
                              Previous
                           Forename(s)
                                           ----------------------------------------------------------------------------
                             Previous
                              Surname
                                           ----------------------------------------------------------------------------
                    USUAL RESIDENTIAL      315 CONCORD DRIVE
                              ADDRESS
                                           ----------------------------------------------------------------------------

                                           ----------------------------------------------------------------------------
                            Post town      MENLO PARK                         Postcode      CA 94025
                                           ------------------------------               -------------------------------
                        County/Region      CALIFORNIA                          Country      United States of America
                                           ------------------------------               -------------------------------
                        + Nationality      American                         + Business      Chief Financial Officer
                                                                            occupation
                                           ------------------------------               -------------------------------
                                           ----------------------------------------------------------------------------
                **Other directorships      None
          (additional space overleaf)
                                           ----------------------------------------------------------------------------
                                            consent to act as **director/secretary of the above named company
                                           ----------------------------------------------------------------------------
                                           ------------------------------               -------------------------------
* Voluntary details.
+ Directors only.        CONSENT SIGNATURE /s/ MARK CULHANE                  DATE       22/9/99
                                           ------------------------------               -------------------------------
                                           A director, secretary, etc. must sign the form below.
                                           ------------------------------               -------------------------------
** please delete as appropriate
                                    SIGNED /s/ MAHMOOD PANJWANI              DATE       22/9/99
                                           ------------------------------               -------------------------------
                                           a director (secretary/administrator/administrative receiver/receiver
                                           manager/receiver)
                                           ----------------------------------------------------------------------------
Please give the name, address,             PricewaterhouseCoopers
telephone number and, if available,        5 Town Quay
a DX number and Exchange of                Southampton
the person Companies House should          Hampshire
contact if there is any query              5014 ZMJ
------------------------------------       ----------------------------------------------------------------------------
                                           When you have completed and signed the form please send it to
Companies House receipt date barcode       COMPANIES HOUSE, CROWN WAY, CARDIFF, CF4 3UZ DX 33050 CARDIFF
                                           for companies registered in England and Wales or
                                           COMPANIES HOUSE, 37 CASTLE TERRACE, EDINBURGH, EH1 2EB
                                           for companies registered in Scotland        DX 235 EDINBURGH
------------------------------------       ----------------------------------------------------------------------------
</TABLE>


<PAGE>   6

[ISCS SOFTWARE LOGO]                                                        288a

                      APPOINTMENT OF DIRECTOR OR SECRETARY
                    (NOT FOR RESIGNATION (USE FORM 288b) OR
                     CHANGE OF PARTICULARS (USE FORM 288c))

<TABLE>
<CAPTION>
<S>                                        <C>                                          <C>
                                           ----------------------------------------------------------------------------
                        COMPANY NUMBER     3837314
                                           ----------------------------------------------------------------------------


                                           ----------------------------------------------------------------------------
                  COMPANY NAME IN FULL     ACERESULT LIMITED
                                           ----------------------------------------------------------------------------

                                                         Day  Month  Year                  Day  Month  Year
            [BAR CODE]                     ----------------------------------------------------------------------------
        * F 2 8 8 A C 5 0 *                    Date of    22    09    99   +Date of Birth   19    12    58
                                           appointment
                                           ----------------------------------------------------------------------------
                                           Appointment as Director [X]  as secretary  [X]
                                           Please mark the appropriate box. If appointment is as a director and
                                           secretary mark both boxes.
                                           ----------------------------------------------------------------------------
APPOINTMENT          NAME *Style/Title                                            *Honours etc.
FORM
                                           ----------------------------------------------------------------------------
                           Forename(s)     Mahmood
Notes on completion                        ----------------------------------------------------------------------------
appear on reverse.             Surname     PANJWANI
                                           ----------------------------------------------------------------------------
                              Previous
                           Forename(s)
                                           ----------------------------------------------------------------------------
                             Previous
                              Surname
                                           ----------------------------------------------------------------------------
                    USUAL RESIDENTIAL      85 SOUTHDOWN COURT
                              ADDRESS
                                           ----------------------------------------------------------------------------

                                           ----------------------------------------------------------------------------
                            Post town      HILLSBOROUGH                     Postcode        CA 94010
                                           ------------------------------               -------------------------------
                        County/Region      CALIFORNIA                       Country         United States of America
                                           ------------------------------               -------------------------------
                        + Nationality      American                         + Business      Chief Executive Officer
                                                                            occupation
                                           ------------------------------               -------------------------------
                                           ----------------------------------------------------------------------------
                 +Other directorships      None
          (additional space overleaf)
                                           ----------------------------------------------------------------------------
                                            consent to act as **director of the above named company
                                           ----------------------------------------------------------------------------
                                           ------------------------------               -------------------------------
* Voluntary details.
+ Directors only.   CONSENT SIGNATURE      /s/ MAHMOOD PANJWANI              DATE       22/9/99
                                           ------------------------------               -------------------------------
                                           A director, secretary, etc. must sign the form below.
                                           ------------------------------               -------------------------------
** please delete as appropriate
                               SIGNED      /s/ MARK CULHANE                  DATE       22/9/99
                                           ------------------------------               -------------------------------
                                           a director (secretary/administrator/administrative receiver/receiver
                                           manager/receiver)
                                           ----------------------------------------------------------------------------
Please give the name, address,             PricewaterhouseCoopers
telephone number and, if available,        5 Town Quay
a DX number and Exchange of                Southampton
the person Companies House should          Hampshire
contact if there is any query              5014 ZMJ
------------------------------------       ----------------------------------------------------------------------------
                                           When you have completed and signed the form please send it to
Companies House receipt date barcode       COMPANIES HOUSE, CROWN WAY, CARDIFF, CF4 3UZ DX 33050 CARDIFF
                                           for companies registered in England and Wales or
                                           COMPANIES HOUSE, 37 CASTLE TERRACE, EDINBURGH, EH1 2EB
                                           for companies registered in Scotland        DX 235 EDINBURGH
------------------------------------       ----------------------------------------------------------------------------
</TABLE>



<PAGE>   7

THE COMPANIES ACTS 1985 to 1989

                                                    CERTIFICATION
                                         WE HEREBY CERTIFY THAT THIS PRINT
                                         INCORPORATES ALL ALTERATIONS MADE TO
                                         THIS COMPANY'S MEMORANDUM AND ARTICLES
                                         OF ASSOCIATION BY FILED RESOLUTIONS AND
                                         IS LODGED IN COMPLIANCE WITH THE
                                         REQUIREMENTS OF SECTION 18 OF THE
PRIVATE COMPANY LIMITED BY SHARES        COMPANIES ACT 1983





MEMORANDUM OF ASSOCIATION OF





IMANAGE LIMITED




1.    The Company's name is "IMANAGE LIMITED".

2.    The Company's registered office is to be situated in England and Wales.

3.1   The object of the Company is to carry on business as a general commercial
company.

3.2   Without prejudice to the generality of the object and the powers of the
Company derived from Section 3A of the Act the Company has power to do all or
any of the following things:

3.2.1 To purchase or by any other means acquire and take options over any
property whatever, and any right or privileges of any kind over or in respect
of any property.





<PAGE>   8
3.2.2     To apply for, register, purchase, or by other means acquire and
protect, prolong and renew, whether in the United Kingdom or elsewhere, any
trade marks, patents, copyrights, trade secrets, or other intellectual property
rights, licenses, secret processes, designs, protections and concessions and to
disclaim, alter, modify, use and turn to account and to manufacture under or
grant licenses or privileges in respect of the same, and to expend money in
experimenting upon, testing and improving any patents, inventions or rights
which the Company may acquire or propose to acquire.

3.2.3     To acquire or undertake the whole or any part of the business,
goodwill, and assets of any person, firm, or company carrying on or proposing to
carry on any of the businesses which the Company is authorised to carry on and
as part of the consideration for such acquisition to undertake all or any of the
liabilities of such person, firm or company, or to acquire an interest in,
amalgamate with, or enter into partnership or into any arrangement for sharing
profits, or for co-operation, or for mutual assistance with any such person,
firm or company, or for subsidising or otherwise assisting any such person, firm
or company, and to give or accept, by way of consideration for any of the acts
or things aforesaid or property acquired, any shares, debentures, debenture
stock or securities that may be agreed upon, and to hold and retain, or sell,
mortgage and deal with any shares, debentures, debenture stock or securities so
received.

2.3.4     To improve, manage, construct, repair, develop, exchange, let on
lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant
licenses, options, rights and privileges in respect of, or otherwise deal with
all or any part of the property and rights of the Company.

3.2.5     To invest and deal with the moneys of the Company not immediately
required in such manner as may from time to time be determined and to hold or
otherwise deal with any investments made.

3.2.6     To lend and advance money or give credit on any terms and with or
without security to any person, firm or company (including without prejudice to
the generality of the foregoing any holding company, subsidiary or fellow
subsidiary of, or any other company associated in any way with, the Company),
to enter into guarantees, contracts of indemnity and suretyships of all kinds,
to receive money on deposit or loan upon any terms, and to secure or guarantee
in any manner and upon any terms the payment of any sum of money or the
performance of any obligation by any person, firm or company (including without
prejudice to the generality of the foregoing any such holding company,
subsidiary, fellow subsidiary or associated company as aforesaid).

3.2.7     To borrow and raise money in any manner and to secure the repayment
of any money borrowed, raised or owing by mortgage, charge, standard security,
lien or other security upon the whole or any part of the Company's property or
assets (whether present or future), including its uncalled capital, and also by
a similar mortgage, charge, standard security, lien or security to secure and
guarantee the performance by the Company of any obligation or liability it may
undertake or which may become binding on it.

<PAGE>   9


3.2.8 To draw, make, accept, endorse, discount, negotiate, execute and issue
cheques, bills of exchange, promissory notes, bills of lading, warrants,
debentures, and other negotiable or transferable instruments.


3.2.9 To apply for, promote, and obtain any Act of Parliament, order, or licence
of the Department of Trade or other authority for enabling the Company to carry
any of its objects into effect, or for effecting any modification of the
Company's constitution, or for any other purpose which may seem calculated
directly or indirectly to promote the Company's interests, and to oppose any
proceedings or applications which may seem calculated directly or indirectly to
prejudice the Company's interests.

3.2.10 To enter into any arrangements wit any government or authority (supreme,
municipal, local, or otherwise) that may seem conducive to the attainment of the
Company's objects or an of them, and to obtain from any such government or
authority any charters, decrees, rights, privileges or concessions which the
Company may think desirable and to carry out, exercise, and comply with any such
charters, decrees, rights, privileges, and concessions.

3.2.11 To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal
with and dispose of, place and underwrite shares, stocks, debentures, debenture
stocks, bonds, obligations or securities issued or guaranteed by any other
company constituted or carrying on business in any part of the world, and
debentures, debenture stocks, bonds, obligations or securities issued or
guaranteed by any government or authority, municipal, local or otherwise, in any
part of the world.

3.2.12 To control, manage, finance, subsidise, co-ordinate or otherwise assist
any company or companies in which the Company has a direct or indirect financial
interest, to provide secretarial, administrative, technical, commercial and
other services and facilities of all kinds for any such company or companies and
to make payments by way of subvention or otherwise and any other arrangements
which may seem desirable with respect to any business or operations of or
generally with respect to any such company or companies.

3.2.13 To promote any other company for the purpose of acquiring the whole or
any part of the business or property or undertaking or any of the liabilities of
the Company, or of undertaking any business or operations which may appear
likely to assist or benefit the Company or to enhance the value of any property
or business of the Company, and to place or guarantee the placing of,
underwrite, subscribe for, or otherwise acquire all or any part of the shares or
securities of any such company as aforesaid.

3.2.14 To sell or otherwise dispose of the whole or any part of the business or
property of the Company, either together or in portions, for such consideration
as the Company may think fit, and in particular for shares, debentures, or
securities of any company purchasing the same.

3.2.15 To act as agents or brokers and as trustees for any person, firm or
company, and to undertake and perform sub-contracts.





<PAGE>   10



3.2.16 To remunerate any person, firm or company rendering services to the
Company either by cash payment or by the allotment of shares or other securities
of the Company credited as paid up in full or in part or otherwise as may be
thought expedient.

3.2.17 To distribute among the members of the Company in kind any property of
the Company of whatever nature.

3.2.18 To pay all or any expenses incurred in connection with the promotion,
formation and incorporation of the Company, or to contract with any person, firm
or company to pay the same, and to pay commissions to brokers and others for
underwriting, placing, selling, or guaranteeing the subscription of any shares
or other securities of the Company.

3.2.19 To support and subscribe to any charitable or public object an to support
and subscribe to any institution, society, or club which may be for the benefit
of the Company or its directors or 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 and generally to provide advantages, facilities and services for
any persons who are or have been directors of, or who are or have been employed
by, or who are serving or have served the Company, or any company which is a
subsidiary of the Company or the holding company of the Company or a fellow
subsidiary of the Company or the predecessors in business of the Company or of
any such subsidiary, holding or fellow subsidiary company and to the wives,
widows, children and other relatives and dependants of such persons; to make
payments towards insurance including insurance for any director, officer or
auditor against any liability in respect of any negligence, default, breach of
duty or breach of trust (so far as permitted by law); and to set up, establish,
support and maintain superannuation and other funds or schemes (whether
contributory or non-contributory) for the benefit of any of such persons and of
their wives, widows, children and other relatives and dependants; and to set up,
establish, support and maintain profit sharing or share purchase schemes for the
benefit of any of the employees of the Company or of any such subsidiary,
holding or fellow subsidiary company and to lend money to any such employees or
to trustees on their behalf to enable any such schemes to be established or
maintained.

3.2.20 Subject to and in accordance with the provisions of the Act (if and so
far as such provisions shall be applicable) to give, directly or indirectly,
financial assistance for the acquisition of shares or other securities of the
Company or of any other company or for the reduction or discharge of any
liability incurred in respect of such acquisition.

3.2.21 To procure the Company to be registered or recognised in any part of the
world.

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

3.2.23 To do all or any of the things or matters aforesaid in any part of the
world and either as principals, agents, contractors or otherwise, and by or
through
<PAGE>   11
agents, brokers, sub-contractors or otherwise and either alone or in
conjunction with others.

3.2.24    To do all such other things as may be deemed incidental or conducive
to the attainment of the Company's objects or any of them.

3.2.25    AND so that:-

3.2.25.1  None of the provisions set forth in any sub-clause of this clause
shall be restrictively construed but the widest interpretation shall be given to
each such provision, and none of such provisions shall, except where the context
expressly so requires, be in any way limited or restricted by reference to or
inference from any other provision set forth in such sub-clause, or by reference
to or inference from the terms of any other sub-clause or this clause, or by
reference to or inference from the name of the Company.

3.2.25.2  The word "company" in this clause, except where used in reference to
the Company, shall be deemed to include any partnership or other body of
persons, whether incorporated or unincorporated and whether domiciled in the
Untied Kingdom or elsewhere.

3.2.25.3  In this clause the expression "the Act" means the Companies Act of
1985, but so that any reference in this clause to any provision of the Act
shall be deemed to include a reference to any statutory modification or
re-enactment of that provision for the time being in force.

4.        The liability of the members is limited.

5.        The Company's share capital is L1,000 divided into 1,000 shares of L1
each.

<PAGE>   12
I, the subscriber to this Memorandum of Association, wish to be formed into a
Company pursuant to this Memorandum; and I agree to take the number of shares
shown opposite my name.

<TABLE>
<CAPTION>
                                        Number of shares taken
Name and address of Subscriber            by the Subscriber
------------------------------          ----------------------
<S>                                     <C>

Instant Companies Limited                       One
1 Mitchell Lane
Bristol BS1 6BU


                                                ---
     Total shares taken                         One
</TABLE>

Dated 31 August 1999

Witness to the above Signature:-        Glenys Copeland
                                        1 Mitchell Lane
                                        Bristol BS1 6BU




<PAGE>   13
THE COMPANIES ACTS 1985 TO 1989

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION OF

IMANAGE LIMITED

1.        PRELIMINARY

1.1       The regulations contained in Table A in the Schedule to the Companies
(Tables A to F) Regulations 1985 (SI 1985 No. 805) as amended by the Companies
(Tables A to F) (Amendment) Regulations 1985 (SI 1985 No. 1052) (such Table
being hereinafter called "Table A") shall apply to the Company save in so far
as they are excluded or varied hereby and such regulations (save as so excluded
or varied) and the Articles hereinafter contained shall be the Articles of
Association of the Company.

1.2       In these Articles the expressions:-

"the Act"                     means the Companies Act 1985, but so that any
                              reference in these Articles to any provision of
                              the Act shall be deemed to include a reference to
                              any statutory modification or re-enactment of
                              that provision for the time being in force; and

"subsidiary company"          means a company which is a subsidiary of another
                              within the meaning of Section 736 of the Act
                              except that a company shall not be regarded as a
                              subsidiary of another by reason only of the fact
                              that the other is a member of it and has the right
                              to appoint or remove a majority of its board of
                              directors and the definition of "holding company"
                              in the said Section shall be construed
                              accordingly.

2.        ALLOTMENT OF SHARES

2.1       Notwithstanding any other provisions contained in this Article 2, for
so long as the Company is a subsidiary company, the directors shall not be
entitled to exercise any of the powers, authorities, rights or discretions
conferred on them


<PAGE>   14
by this Article 2 without the prior consent of the Company's holding company.
Authority given to the directors for the purposes of or pursuant to section 80
of the Act shall not constitute a consent pursuant to the provisions of this
Article 2.1

2.2   Shares which are comprised in the authorised but unissued share capital
of the Company shall be under the control of the directors who may (subject to
section 80 of the Act and to Article 2.4 below) allot, grant options over or
otherwise dispose of the same, to such persons, on such terms and in such
manner as they think fit.

2.3   In accordance with section 91(1) of the Act sections 89(1) and 90(1) to
(6) (inclusive) of the Act shall not apply to the Company.

2.4   The directors are generally and unconditionally authorised for the
purposes of section 80 of the Act to exercise any power of the Company to allot
and grant rights to subscribe for or convert securities into shares of the
Company up to the amount of the authorised share capital with which the Company
is incorporated at any time or times during the period of five years from the
date of incorporation and the directors may, after that period, allot any shares
or grant any such rights under this authority in pursuance of an offer or
agreement so to do made by the Company within that period. The authority
hereby given may at any time (subject to the said section 80) be renewed,
revoked or varied by ordinary resolution.

3.    SHARES

3.1   The lien conferred by regulation 8 in Table A shall attach also to fully
paid-up shares, and the Company shall also have a first and paramount lien on
all shares, whether fully paid or not, standing registered in the name of any
person indebted or under liability to the Company, whether he shall be the sole
registered holder thereof or shall be one of two or more joint holders, for all
moneys presently payable by him or his estate to the Company, Regulation 8 in
Table A shall be modified accordingly.

3.2   The liability of any member in default in respect of a call shall be
increased by the addition at the end of the first sentence of regulation 18 in
Table A of the words "and all expenses that may have been incurred by the
Company by reason of such non-payment".

4.    GENERAL MEETINGS AND RESOLUTIONS

4.1   Every notice convening a general meeting shall comply with the provisions
of section 372(3) of the Act as to giving information to members in regard to
their right to appoint proxies; and notices of and other communications
relating to any general meeting which any member is entitled to receive shall
be sent to the directors and to the auditors for the time being of the Company.

4.2   Regulation 37 in Table A shall be read and construed as if the last
sentence were omitted therefrom.

4.3.1 No business shall be transacted at any general meeting unless a quorum is
present. Subject to Article 4.3.2 below, two persons entitled to vote upon the
<PAGE>   15
business to be transacted, each being a member or a proxy for a member or a
duly authorised representative of a corporation, shall be a quorum.

4.3.2   If and for so long as the Company has only one member, that member
present in person or by proxy or (if that member is a corporation) by a duly
authorised representative shall be a quorum.

4.3.3   If a quorum is not present within half an hour from the time appointed
for a general meeting the general meeting 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 as the directors may determine; and if at the adjourned
general meeting a quorum is not present within half an hour from the time
appointed therefor such adjourned general meeting shall be dissolved.

4.3.4   Regulations 40 and 41 in Table A shall not apply to the Company.

4.4.1   If and for so long as the Company has only one member and that member
takes any decision which is required to be taken in general meeting or by means
of a written resolution, that decision shall be as valid and effectual as if
agreed by the Company in general meeting, subject as provided in Article 4.4.3
below.

4.4.2   Any decision taken by a sole member pursuant to Article 4.4.1 above
shall be recorded in writing and delivered by that member to the Company for
entry in the Company's minute book.

4.4.3   Resolutions under section 303 of the Act for the removal of a director
before the expiration of his period of office and under section 391 of the Act
for the removal of an auditor before the expiration of his period of office
shall only be considered by the Company in general meeting.

4.5     A member present at a meeting by proxy shall be entitled to speak at
the meeting and shall be entitled to one vote on a show of hands. In any case
where the same person is appointed proxy for more than one member he shall on a
show of hands have as many votes as the number of members for whom he is proxy.
Regulation 54 in Table A shall be modified accordingly.

4.6.1   Regulation 62 in Table A shall be read and construed as if the words
"within the United Kingdom" were omitted therefrom.

4.6.2   Unless resolved by ordinary resolution that regulation 62 in Table A
shall apply without the following modification, the instrument appointing a
proxy and any authority under which it is executed or a copy of such authority
certified notarially or in some other way approved by the directors may be
deposited at the place specified in regulation 62 in Table A up to the
commencement of the meeting or (in any case where a poll is taken otherwise
than at the meeting) of the taking of the poll or may be handed to the chairman
of the meeting prior to the commencement of the business of the meeting. Unless
otherwise resolved by ordinary resolution the directors may at their discretion
treat a faxed copy of an instrument appointing a proxy as such an instrument
for the purpose of this Article 4.6.2.

<PAGE>   16
4.7     Any director may at his discretion treat a faxed copy of a signed
resolution in writing as an instrument or document executed or signed by the
signatory for the purposes of regulation 53 or regulation 93 in Table A, as the
case may be.

4.8     Any corporation which is a member of the Company may, by a document
signed by a duly authorised officer of that corporation, authorise such person
as it thinks fit to act as its representative at any meeting of the Company. 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 personally present at such meeting. Any
director may (but is not bound to) require such evidence as he thinks fit of the
authority of the representative to act.

5.      APPOINTMENT OF DIRECTORS

5.1.1   Regulation 64 in Table A shall not apply to the Company.

5.1.2   The maximum number and minimum number respectively of the directors may
be determined from time to time by ordinary resolution. Subject to and in
default of any such determination there shall be no maximum number of directors
and the minimum number of directors shall be one. Whenever the minimum number of
directors is one, a sole director shall have authority to exercise all the
powers and discretions by  Table A and by these Articles expressed to be vested
in the directors generally, and regulation 89 in Table A shall be modified
accordingly.

5.2     The directors shall not be required to retire by rotation and
regulations 73 to 80 (inclusive in Table A shall not apply to the Company.

5.3     No person shall be appointed a director at any general meeting unless
either:

        (a)  he is recommended by the directors; or

        (b)  not less than 14 nor more than 35 clear days before the date
appointed for the general meeting, notice signed by a member qualified to vote
at the general meeting has been given to the Company of the intention to
propose that person for appointment, together with notice signed by that person
of his willingness to be appointed.

5.4.1   Subject to Article 5.3 above, the Company may by ordinary resolution
appoint any person who is willing to act to be a director, either to fill a
vacancy or as an additional director.

5.4.2   The directors may appoint a person who is willing to act to be a
director, either to fill a vacancy or as an additional director, provided that
the appointment does not cause the number of directors to exceed any number
determined in accordance with Article 5.1.2 above as the maximum number of
directors and for the time being in force.
<PAGE>   17
5.5  Notwithstanding any other provisions of this Article 5, for so long as the
Company is a subsidiary company, its holding company may appoint any person to
be a director or remove any director from officer howsoever appointed.

6.   CONSENT, APPOINTMENT OR REMOVAL BY HOLDING COMPANY

6.1  Every consent or any appointment or removal of a director under the powers
conferred upon a holding company by these Articles shall be made by instrument
in writing and signed by a director or the company secretary of such holding
company and such instrument shall only take effect on the service thereof at
the registered office of the Company. Every such instrument shall be annexed to
the directors' minute book as soon as practicable after such service.

6.2  No person dealing with the Company shall be concerned to see or enquire as
to whether the powers of the directors have been in any way restricted
hereunder or as to whether any requisite consent of a holding company has been
obtained and any restriction imposed by these Articles shall be subject to the
provisions of the Act.

6.3  If the Company has more than one holding company then for the purpose of
these Articles references to its holding company shall be read and construed as
references to its immediate holding company.

7.   BORROWING POWERS

7.1  The directors may exercise all the powers of the Company to borrow money
without limit as to amount and upon such terms and in such manner as they think
fit, and subject (in the case of any security convertible into shares) to
section 80 of the Act to grant any mortgage, charge or standard security over
its undertaking, property and uncalled capital, or any part thereof, and to
issue debentures, debenture stock, and other securities whether outright or as
security for any debt, liability or obligation of the Company or of any third
party.

8.   ALTERNATE DIRECTORS

8.1  Unless otherwise determined by the Company in general meeting by ordinary
resolution an alternate director shall not be entitled as such to receive any
remuneration from the Company, save that he may be paid by the Company 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, and
the first sentence of regulation 66 in Table A shall be modified accordingly.

8.2  A director, or any such other person as is mentioned in regulation 65 in
Table A, may act as an alternate director to represent more than one director,
and an alternate director shall be entitled at any meeting of the directors or
of any committee of the directors to one vote for every director whom he
represents in addition to his own vote (if any) as a director, but he shall
count as only one for the purposes of determining whether a quorum is present.

8.3  Regulation 66 in Table A shall be read and construed as if the last
sentence were omitted therefrom.


<PAGE>   18
9.          GRATUITIES AND PENSIONS

9.1.1       The directors may exercise the powers of the Company conferred by
its Memorandum of Association in relation to the payment of pensions, gratuities
and other benefits and shall be entitled to retain any benefits received by them
or any of them by reason of the exercise of any such powers.

9.1.2       Regulation 87 in Table A shall not apply to the Company.

10.         MEETINGS

10.1        In this Article "electronic" means actuated by electric, magnetic,
electro-magnetic, electro-chemical or electro-mechanical energy and "by
electronic means" means by any manner only capable of being so actuated.

10.2        A person in communication by electronic means with the chairman and
with all other parties to a meeting of the directors or of a committee of the
directors shall be regarded for all purposes as personally attending such a
meeting provided that but only for so long as at such a meeting he has the
ability to communicate interactively and simultaneously with all other parties
attending the meeting including all persons attending by electronic means.

10.3        A meeting at which one or more of the directors attends by
electronic means is deemed to be held at such place as the directors shall at
the said meeting resolve. In the absence of a resolution as aforesaid, the
meeting shall be deemed to be held at the place, if any, where a majority of the
directors attending the meeting are physically present, or in default of such a
majority, the place at which the chairman of the meeting is physically present.

11.         PROCEEDINGS OF DIRECTORS

11.1.1      Regulation 88 in Table A shall be read and construed as if the third
sentence were omitted therefrom.

11.1.2      A director may vote, at any meeting of the directors or of any
committee of the directors, on any resolution, notwithstanding that it in any
way concerns or relates to a matter in which he has, directly or indirectly, any
kind of interest whatsoever, and if he shall vote on any such resolution his
vote shall be counted; and in relation to any such resolution as aforesaid he
shall (whether or not he shall vote on the same) be taken into account in
calculating the quorum present at the meeting.

11.1.3      Each director shall comply with his obligations to disclose his
interest in contracts under section 317 of the Act.

11.1.4      Regulations 94 to 97 (inclusive) in Table A shall not apply to the
Company.

12.         THE SEAL

12.1        If the Company has a seal it shall only be used with the authority
of the directors or of a committee of directors. The directors may determine who
shall
<PAGE>   19
sign any instrument to which the seal is affixed and unless otherwise so
determined it shall be signed by a director and by the secretary or second
director. The obligation under regulation 6 of Table A relating to the sealing
of share certificates shall apply only if the Company ha a seal. Regulation 101
in Table A shall not apply to the Company.

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

13.     NOTICES

13.1    Regulation 112 in Table A shall be read and construed as if the last
sentence was omitted therefrom.

13.2    Regulation 116 in Table A shall be read and construed as if the words
"within the United Kingdom" were omitted therefrom.

13.3    Without prejudice to regulations 112 to 116 inclusive in Table A (as
amended by Articles 13.1 and 13.2 above) the Company may give notice to a
member by electronic means provided that:

13.3.1  the member has given his consent in writing to receiving notice
communicated by electronic means and in such consent has set out an address to
which the notice shall be sent by electronic means; and

13.3.2  the electronic means used by the Company enables the member concerned
to read the text of the notice.

13.4    A notice given to a member personally or in a form permitted by Article
13.3 above shall be deemed to be given on the earlier of the day on which it is
delivered personally and the day on which it was dispatched by electronic
means, as the case may be.

13.5    Regulation 115 in Table A shall not apply to a notice delivered
personally or in a form permitted by Article 13.3 above.

13.6    In this article "electronic" means actuated by electric, magnetic,
electro-magnetic, electro-chemical or electro-mechanical energy and "by
electronic means" means by any manner only capable of being so actuated.

14.     INDEMNITY

14.1    Every director or other officer or auditor of the Company shall be
indemnified out of the assets of the Company against all losses or liabilities
which he may sustain or incur in or about the execution of the duties of his
office or otherwise in relation thereto, including any liability incurred by him
in defending any proceedings, whether civil or criminal, or in connection with
any application under section 144 or section 727 of the Act in which relief is
granted to him by the Court, and no director or other officer shall be liable
for any loss, damage or misfortune which may happen to or be incurred by the
Company in the execution
<PAGE>   20
of the duties of his office or in relation thereto. But this Article shall only
have effect in so far as its provisions are not avoided by section 310 of the
Act.

14.2  The directors shall have power to purchase and maintain for any director,
officer of auditor of the Company insurance against any such liability as is
referred to in section 310(1) of the Act.

14.3  Regulation 118 in Table A shall not apply to the Company.

15.   TRANSFER OF SHARES

15.1  The directors may, in their absolute discretion and without assigning any
reason therefor, decline to register the transfer of a share, whether or not it
is a fully paid share.

15.2  For so long as the Company is a subsidiary company, no transfer of a
share shall be registered without the prior consent of the Company's holding
company.

15.3  The first sentence of regulation 24 in Table A shall not apply to the
Company.

<PAGE>   21

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

                         Name and address of Subscriber

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







Instant Companies Limited
1 Mitchell Lane
Bristol BS1 6BU









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

Dated  31 August 1999

Witness to the above Signature:           Glenys Copeland
                                          1 Mitchell Lane
                                          Bristol BS1 6BU

<PAGE>   22
The regulations of Table A to the Companies Act 1985 apply to the Company save
in so far as they are excluded or varied by its Articles of Association.

Table A as prescribed by the Companies (Tables A to F) Regulations 1985 (S.I.
1985 No. 805), amended by the Companies (Tables A to F) (Amendment) Regulations
1985 (S.I. 1985 No. 1052), is reprinted below.

TABLE A THE COMPANIES ACT 1985
REGULATIONS FOR MANAGEMENT
OF A COMPANY LIMITED BY SHARES

INTERPRETATION

1.      IN THESE REGULATIONS

"THE ACT" means the Companies Act 1985 including any statutory modification or
re-enactment thereof for the time being in force.

"THE ARTICLES" means the articles of the company.

"CLEAR DAYS" in relation to the period of notice means that period excluding
the day when the notice is given or deemed to be given and the day for which it
is given or on which it is to take effect.

"EXECUTED" includes any notice of execution.

"OFFICE" means the registered office of the company.

"THE HOLDER" in relation to shares means the member whose name is entered in
the register of members as the holder of the shares.

"THE SEAL" means the common seal of the company.

"SECRETARY" means the secretary of the company or any other person appointed to
perform the duties of the secretary of the company, including a joint,
assistant or deputy secretary.

"THE UNITED KINGDOM" means Great Britain and Northern Ireland.

Unless the context otherwise requires, words or expressions contained in these
regulations bear the same meaning as in the Act but excluding any statutory
modification thereof not in force when these regulations become binding on the
company.

SHARE CAPITAL

2.      Subject to the provisions of the Act and without prejudice to any
rights attached to any existing shares, any share may be issued with such
rights or restrictions as the company may by ordinary resolution determine.

3.      Subject to the provisions of the Act, shares may be issued which are to
be redeemed or are to be liable to be redeemed at the option of the company or
the holder on such terms and in such manner as may be provided by the articles.

4.      The company may exercise the powers of paying commissions conferred by
the Act. Subject to the provisions of the Act, any such commission may be
satisfied by the payment of cash or by the allotment of fully or partly paid
shares or partly in one way and partly in the other.

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

SHARE CERTIFICATES

6.      Every member, upon becoming the holder of any shares, shall be entitled
without payment to one certificate for all the shares of each class held by him
(and, upon transferring a part of his holding of shares of any class, to a
certificate for the balance of such holding) or several certificates each for
one or more of his shares upon payment for every certificate after the first of
such reasonable sum as the directors may determine. Every certificate shall be
sealed with the seal and shall specify the number, class and distinguishing
numbers (if any) of the shares to which it relates and the amount or respective
amounts paid up thereon. The company shall not be bound to issue more than one
certificate for shares held jointly by several persons and delivery of a
certificate to one joint holder shall be a sufficient delivery to all of them.

7.      If a share certificate is defaced, worn-out, lost or destroyed, it may
be renewed on such terms (if any) as to evidence and indemnify and payment of
the expenses reasonably incurred by the company in investigating evidence as
the directors may determine but otherwise free of charge, and (in the case of
defacement or wearing-out) on delivery up of the old certificate.

LIEN

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

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

10.     To give effect to the sale the directors may authorise some person to
execute an instrument of transfer of the shares sold to, or in accordance with
the directions of, the purchaser. The title of the transferee to the shares
shall not be affected by any irregularity in or invalidity of the proceedings
in reference to the sale.

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

CALLS ON SHARES AND FORFEITURE

12.     Subject to the terms of allotment, the directors may make calls upon the
members in respect of any moneys unpaid on their shares (whether in respect of
nominal value or premium) and each member shall (subject to receiving at least
fourteen clear days' notice specifying when and where payment is to be made) pay
to the company as required by the notice the amount called on his shares. A call
may be required to be paid by installments. A call may, before receipt by the
company of any sum due thereunder, be revoked in whole or part and payment of a
call may be postponed in whole or part. A person upon whom a call is made shall
remain liable for calls made upon him notwithstanding the subsequent transfer of
the shares in respect whereof the call was made.

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

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

15.     If a call remains unpaid after it has become due and payable the person
from whom it is due and payable shall pay interest on the amount unpaid from
the day it become due and payable until it is paid at the rate fixed by the
terms of allotment of the share or in the notice of the call, or if no rate is
fixed, at the appropriate rate (as defined by the Act) but the Directors may
waive payment of the interest wholly or in part.

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

17.     Subject to the terms of allotment, the directors may make arrangements
on the issue of shares for a difference between the holders in the amounts and
times of payment of calls on their shares.

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

19.     If the notice is not complied with any share in respect of which it was
given may, before the payment required by the notice has been made, be
forfeited by a resolution of the directors and the forfeiture shall include all
dividends or other moneys payable in respect of the forfeited shares and not
paid before the forfeiture.

20.     Subject to the provisions of the Act, a forfeited share may be sold,
re-allotted or otherwise disposed of on such terms and in such manner as the
directors determine either to the person who was before the forfeiture the
holder or to any other person and at any time before sale, re-allotment or
other disposition, the forfeiture may be cancelled on such terms as the
directors think fit. Where for the purposes of its disposal a forfeited share
is to be transferred to any person the directors may authorise some person to
execute an instrument of transfer of the share to that person.

21.     A person any of whose shares have been forfeited shall cease to be a
member in respect of them and shall surrender to the company for cancellation
the certificate for the shares forfeited but shall remain liable to the company
for all moneys which at the date of forfeiture were presently payable by him to
the company in respect of those shares with interest at the rate at which
interest was payable on those moneys before the forfeiture or, if no interest
was so payable, at the appropriate rate (as defined in the Act) from the date
of forfeiture until payment but the directors may waive payment wholly or in
part or enforce payment without any allowance for the value of the shares at
the time of forfeiture or for any consideration received on their disposal.

22.     A statutory declaration by a director or the secretary that a share has
been forfeited on a specified date shall be conclusive evidence of the facts
stated in it as against all persons claiming to be entitled to the share and
the declaration shall (subject to the execution of an instrument of transfer if
necessary) constitute a good title to the share and the person to whom the
share is disposed of shall not be bound to see to the application of the
consideration, if any, nor shall his title to the share be affected by any
irregularity in or invalidity of the proceedings in reference to the forfeiture
or disposal of the share.

TRANSFER OF SHARES

23.     The instrument of transfer of a share may be in any usual form or in
any other form which the directors may approve and shall be executed by or on
behalf of the transferor and, unless the share is fully paid, by or on behalf
of the transferee.

24.     The directors may refuse to register the transfer of a share which is
not fully paid to a person of whom they do not approve and they may refuse to
register the transfer of a share on which the company has a lien. They may also
refuse to register a transfer unless:

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

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

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

25.     If the directors refuse to register a transfer of a share, they shall
within two months after the date on which the transfer was lodged with the
company send to the transferee notice of the refusal.

26.     The registration of transfers of shares or of transfers of any class of
shares may be suspended at such times and for such periods (not exceeding
thirty days in any year) as the directors may determine.

27.     No fee shall be charged for the registration of any instrument of
transfer or other document, relating to or affecting the title to any share.

28.     The company shall be entitled to retain any instrument of transfer
which is registered, but any instrument of transfer which the directors refuse
to register shall be returned to the person lodging it when notice of the
refusal is given.

TRANSMISSION OF SHARES

29.     If a member dies the survivor or survivors where he was a joint holder,
and his personal representatives where he was a sole holder or the only
survivor of joint holders, shall be the only persons recognised by the company
as having any title to his interest; but nothing herein contained shall release
the estate of a

<PAGE>   23
deceased member from any liability in respect of any share which had been
jointly held by him.

30.  A person becoming entitled to a share in consequence of the death or
bankruptcy of a member may, upon such evidence being produced as the directors
may properly require, elect either to become the holder of the share or to have
some person nominated by him registered as the transferee. If he elects to
become the holder he shall give notice to the company to that effect. If he
elects to have another person registered he shall execute an instrument of
transfer of the share to that person. All the articles relating to the
transfer of shares shall apply to the notice or instrument of transfer as if it
were an instrument of transfer executed by the member and the death or
bankruptcy of the member had not occurred.

31.  A person becoming entitled to a share in consequence of the death or
bankruptcy of a member shall have the rights to which he would be entitled if
he were the holder of the share, except that he shall not, before being
registered as the holder of the share, be entitled in respect of it to attend
or vote at any meeting of the company or at any separate meeting of the
holders of any class of shares in the company.

ALTERATION OF SHARE CAPITAL

32.  The company may by ordinary resolution:

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

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

     (c)  subject to the provisions of the Act, sub-divide its shares, or any
of them, into shares of smaller amount and the resolution may determine that,
as between the shares resulting from the sub-division, any of them may have any
preference or advantage as compared with the others; and

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

33.  Whenever as a result of a consolidation of shares any members would become
entitled to fractions of a share, the directors may, on behalf of those
members, sell the shares representing the fractions for the best price
reasonably obtainable to any person (including, subject to the provisions of
the Act, the company) and distribute the net proceeds of sale in due proportion
among those members, and the directors may authorise some person to execute an
instrument of transfer of the shares to, or in accordance with the direction
of, the purchaser. The transferee shall not be bound to see to the application
of the purchase money nor shall his title to the shares be affected by any
irregularity in or invalidity of the proceedings in reference to the sale.

34.  Subject to the provisions of the Act, the company may by special
resolution reduce its share capital, any capital redemption reserve and any
share premium account in any way.

PURCHASE OF OWN SHARES

35.  Subject to the provisions of the Act, the company may purchase its own
shares (including any redeemable shares) and, if it is a private company, make a
payment in respect of the redemption or purchase of its own shares otherwise
then out of distributable profits of the company or the proceeds of a fresh
issue of shares.

GENERAL MEETINGS

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

37.  The directors may call general meetings and, on the requisition of
members pursuant to the provisions of the Act, shall forthwith proceed to
convene an extraordinary general meeting for a date not later than eight weeks
after receipt of the requisition. If there are not within the United Kingdom
sufficient directors to call a general meeting, any director or any member of
the company may call a general meeting.

NOTICE OF GENERAL MEETINGS

38.  An annual general meeting and an extraordinary general meeting called for
the passing of a special resolution or a resolution appointing a person as a
director shall be called by at least twenty-one clear days' notice. All other
extraordinary general meetings shall be called by at least fourteen clear days'
notice but a general meeting may be called by shorter notice if it is so agreed:

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

     (b)  in the case of any other meeting by a majority in number of the
members having a right to attend and vote being a majority together holding not
less than ninety-five per cent, in nominal value of the shares giving that
right. The notice shall specify the time and place of the meeting and the
general nature of the business to be transacted and, in the case of an annual
general meeting, shall specify the meeting as such.

Subject to the provisions of the articles and to any restrictions imposed on
any shares, the notice shall be given to all the members, to all persons
entitled to a share in consequence of the death or bankruptcy of a member and
to the directors and auditors.

39.  The accidental omission to give notice of a meeting to, or the non-receipt
of notice of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

40.  No business shall be transacted at any meeting unless a quorum is present.
Two persons entitled to vote upon the business to be transacted, each being a
member or a proxy for a member or a duly authorised representative of a
corporation, shall be a quorum.

41.  If such a quorum is not present within half an hour from the time
appointed for the meeting, or if during a meeting such a quorum ceases to be
present, the meeting shall stand adjourned to the same day in the next week at
the same time and place or to such time and place as the directors may
determine.

42.  The chairman, if any, of the board of directors or in his absence some
other director nominated by the directors shall preside as chairman of the
meeting, but if neither the chairman nor such other director (if any) be present
within fifteen minutes after the time appointed for holding the meeting and
willing to act, the directors present shall elect one of their number to be
chairman and, if there is only one director present and willing to act, he shall
be chairman.

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

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

45.  The chairman may, with the consent of a meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meeting from time
to time and from place to place, but no business shall be transacted at an
adjourned meeting other than business which might properly have been transacted
at the meeting had the adjournment not taken place. When a meeting is adjourned
for fourteen days or more, at least seven clear days' notice shall be given
specifying the time and place of the adjourned meeting and the general nature
of the business to be transacted. Otherwise it shall not be necessary to give
any such notice.

46.  A resolution put to the vote of a meeting shall be decided on a show of
hands unless before, or on the declaration of the result of, the show of hands
a poll is duly demanded. Subject to the provisions of the Act, a poll may be
demanded:

     (a)  by the chairman; or

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

     (c)  by a member or members representing not less than one-tenth of the
total voting rights of all the members having the right to vote at the meeting;
or

     (d)  by a member or members holding shares conferring a right to vote at
the meeting being shares on which an aggregate sum has been paid up equal to
not less than one-tenth of the total sum paid up on all the shares conferring
that right;

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

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

48.  The demand for a poll may, before the poll is taken, be withdrawn but only
with the consent of the chairman and a demand so withdrawn shall not be taken
to have invalidated the result of a show of hands declared before the demand
was made.

49.  A poll shall be taken as the chairman directs and he may appoint
scrutineers (who need not be members) and fix a time and place for declaring
the result of the poll. The result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded.

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

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

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

53.  A resolution in writing executed by or on behalf of each member who would
have been entitled to vote upon it if it had been proposed at a general meeting
at which he was present shall be as effective as if it had been passed at a
general meeting duly convened and held and may consist of several instruments
in the like form each executed by or on behalf of one or more members.

VOTES OF MEMBERS

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

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

56.  A member in respect of whom an order has been made by any court having
jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning
mental disorder may vote, whether on a show of hands or on a poll, by his
receiver, curator bonis or other person authorised in that behalf appointed by
that court, and any such receiver, curator bonis or other person may, on a
poll, vote by proxy. Evidence to the satisfaction of the directors of the
authority of the person claiming to exercise the right to vote shall be
deposited at the office, or at such other place as is specified in accordance
with the articles for the deposit of instruments of proxy, not less than 48
hours before the time appointed for holding the meeting or adjourned meeting at
which the right to vote is to be exercised and in default the right to vote
shall not be exercisable.

57.  No member shall vote at any general meeting or at any separate meeting of
the holders of any class of shares in the company, either in person or by
proxy, in respect of any share held by him unless all moneys presently payable
by him in respect of that share have been paid.

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

59.  On a poll votes may be given either personally or by proxy. A member may
appoint more than one proxy to attend on the same occasion.

60.  An instrument appointing a proxy shall be in writing, executed by or on
behalf of the appointor and shall be in the following form (or in a form as
near thereto as circumstances allow or in any other form which is usual or
which the directors may approve):

*                                  Plc/Limited

I/We,                           , of                         , being a member/
members of the above-named company, hereby appoint                           of
or failing him,                          of                                 ,
as my/our proxy to vote in my/our name(s) and on my/our behalf at the
annual/extraordinary general meeting of the company to be held on            ,
19  , and at any adjournment thereof.

Signed on                         19  .

61.  Where it is desired to afford members an opportunity of instructing the
proxy how he shall act the instrument appointing a proxy shall be in the
following form (or in a form as near thereto as circumstances allow or in any
other form which is usual or which the directors may approve):

*                                  Plc/Limited

I/We,                           , of                           being a member/
members of the above-named company, hereby appoint                           of
          or failing him,                          of                        ,
as my/our proxy to vote in my/our name(s) and on my/our behalf at the
annual/extraordinary general meeting of the company, to be held on
19  , and at any adjournment thereof.

This form is to be used in respect of the resolutions mentioned below as
follows:

Resolution No. 1 *for *against
Resolution No. 2 *for *against
*Strike out whichever is not desired.

Unless otherwise instructed, the proxy may vote as he thinks fit or abstain
from voting.

Signed this       day of            19  .
<PAGE>   24

62.  The instrument appointing a proxy and any authority under which it is
executed or a copy of such authority certified notarially or in some other way
approved by the directors may:

     (a)  be deposited at the office or at such other place within the United
Kingdom as is specified in the notice convening the meeting or in any
instrument of proxy sent out by the company in relation to the meeting not less
than 48 hours before the time for holding the meeting or adjourned meeting at
which the person named in the instrument proposes to vote; or

     (b)  in the case of a poll taken more than 48 hours after it is demanded,
be deposited as aforesaid after the poll has been demanded and not less than
24 hours before the time appointed for the taking of the poll; or

     (c)  where the poll is not taken forthwith but is taken not more than 48
hours after it was demanded, be delivered at the meeting at which the poll was
demanded to the chairman or to the secretary or to any director;
and an instrument of proxy which is not deposited or delivered in a manner so
permitted shall be invalid.

63.  A vote given or poll demanded by proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the previous
determination of the authority of the person voting or demanding a poll unless
notice of the determination was received by the company at the office or at
such other place at which the instrument of proxy was duly deposited before the
commencement of the meeting or adjourned meeting at which the vote is given or
the poll demanded or (in the case of a poll taken otherwise then on the same day
as the meeting or adjourned meeting) the time appointed for taking the poll.

NUMBER OF DIRECTORS

64.  Unless otherwise determined by ordinary resolution, the number of
directors (other than alternate directors) shall not be subject to any maximum
but shall be not less than two.

ALTERNATE DIRECTORS

65.  Any director (other than an alternate director) may appoint any other
director, or any other person approved by resolution of the directors and
willing to act, to be an alternate director and may remove from office an
alternate director so appointed by him.

66.  An alternate director shall be entitled to receive notice of all meetings
of directors and of all meetings of committees of directors of which his
appointor is a member, to attend and vote at any such meeting at which the
director appointing him is not personally present, and generally to perform all
the functions of his appointor as a director in his absence but shall not be
entitled to receive any remuneration from the company for his services as an
alternate director. But it shall not be necessary to give notice of such a
meeting to an alternate director who is absent from the United Kingdom.

67.  An alternate director shall cease to be an alternate director if his
appointor ceases to be a director; but, if a director retires by rotation or
otherwise but is reappointed or deemed to have been reappointed at the meeting
at which he retires, any appointment of an alternate director made by him which
was in force immediately prior to his retirement shall continue after his
reappointment.

68.  Any appointment or removal of an alternate director shall be by notice to
the company signed by the director making or revoking the appointment or in any
other manner approved by the directors.

69.  Save as otherwise provided in the articles, an alternate director shall be
deemed for all purposes to be a director and shall alone be responsible for his
own acts and defaults and he shall not be deemed to be the agent of the
director appointing him.

POWERS OF DIRECTORS

70.  Subject to the provisions of the Act, the memorandum and the articles and
to any directions given by special resolution, the business of the company
shall be managed by the directors who may exercise all the powers of the
company. No alteration of the memorandum or articles and no such direction
shall invalidate any prior act of the directors which would have been valid if
that alteration had not been made or that direction had not been given. The
powers given by this regulation shall not be limited by any special power given
to the directors by the articles and a meeting of directors at which a quorum
is present may exercise all powers exercisable by the directors.

71.  The directors may, by power of attorney or otherwise, appoint any person
to be the agent of the company for such purposes and on such conditions as they
determine, including authority for the agent to delegate all or any of his
powers.

DELEGATION OF DIRECTORS POWERS

72.  The directors may delegate any of their powers to any committee
consisting of one or more directors. They may also delegate to any managing
director or any director holding any other executive office such of their
powers as they consider desirable to be exercised by him. Any such delegation
may be made subject to any conditions the directors may impose, and either
collaterally with or to the exclusion of their own powers and may be revoked or
altered. Subject to any such conditions, the proceedings of a committee with
two or more members shall be governed by the articles regulating the
proceedings of directors so far as they are capable of applying.

APPOINTMENT AND RETIREMENT OF DIRECTORS

73.  At the first annual general meeting all the directors shall retire from
office, and at every subsequent annual general meeting one-third of the
directors who are subject to retirement by rotation or, if their number is not
three or a multiple of three, the number nearest to one-third shall retire from
office; but if there is only one director who is subject to retirement by
rotation, he shall retire.

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

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

76.  No person other than a director retiring by rotation shall be appointed or
reappointed a director at any general meeting unless:-

     (a)  he is recommended by the directors; or

     (b)  not less than fourteen nor more than thirty-five clear days before
the date appointed for the meeting, notice executed by a member qualified to
vote at the meeting has been given to the company of the intention to propose
that person for appointment or reappointment stating the particulars which
would, if he were so appointed or reappointed, be required to be included in
the company's register of directors together with notice executed by that
person of his willingness to be appointed or reappointed.

77.  Not less than seven nor more than twenty-eight clear days before the date
appointed for holding a general meeting notice shall be given to all who are
entitled to receive notice of this meeting of any person (other than a director
retiring by rotation at the meeting) who is recommended by the directors for
appointment or reappointment as a director at the meeting or in respect of whom
notice has been duly given to the company of the intention to propose him at
the meeting for appointment or reappointment as a director. The notice
shall give the particulars of that person which would, if he were so appointed
or reappointed be required to be included in the company's register of
directors.

78.  Subject as aforesaid, the company may by ordinary resolution appoint a
person who is willing to act to be a director either to fill a vacancy or as an
additional director and may also determine the rotation in which any additional
directors are to retire.

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

80.  Subject as aforesaid, a director who retires at an annual general meeting
may, if willing to act, be reappointed. If he is not reappointed, he shall
retain office until the meeting appoints someone in his place, or if it does
not do so, until the end of the meeting.

DISQUALIFICATION AND REMOVAL OF DIRECTORS

81.  The office of a director, shall be vacated if:-

     (a)  he ceases to be a director by virtue of any provision of the Act or
he becomes prohibited by law from being a director; or

     (b)  he becomes bankrupt or makes any arrangement or composition with his
Creditors generally; or

     (c)  he is, or may be, suffering from mental disorder and either:-

               (i)   he is admitted to hospital in pursuance of an application
for admission for treatment under the Mental Health Act, 1983 or, in Scotland,
an application for admission under the Mental Health (Scotland) Act 1960; or

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

     (d)  he resigns his office by notice to the company; or

     (e)  he shall for more than six consecutive months have been absent
without permission of the directors from meetings of directors held during that
period and the directors resolve that his office be vacated.

REMUNERATION OF DIRECTORS

82.  The directors shall be entitled to such remuneration as the company may by
ordinary resolution determine and, unless the resolution provides otherwise,
the remuneration shall be deemed to accrue from day to day.

DIRECTORS' EXPENSES

83.  The directors may be paid all traveling, hotel and other expenses properly
incurred by them in connection with their attendance at meetings of directors
or committees of directors or general meetings or separate meetings of the
holders of any class of shares or of debentures of the company or otherwise in
connection with the discharge of their duties.

DIRECTORS' APPOINTMENTS AND INTERESTS

84.  Subject to the provisions of the Act, the directors may appoint one or
more of their number to the office of managing director or to any other
executive officer under the company and may enter into an agreement or
arrangement with any director for his employment by the company or for the
provision by him of any services outside the scope of the ordinary duties of a
director. Any such appointment, agreement or arrangement may be made upon such
terms as the directors determine and they may remunerate any such director for
his services as they think fit. Any appointment of a director to an executive
office shall terminate if he ceases to be a director but without prejudice to
any claim to damages for breach of the contract of service between the director
and the company. A managing director and a director holding any other executive
office shall not be subject to retirement by rotation.

85.  Subject to the provisions of the Act, and provided that he has disclosed
to the directors the nature and extent of any material interest of his, a
director notwithstanding his office:-

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

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

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

86.  For the purposes of regulation 85:-

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

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

DIRECTORS' GRATUITIES AND PENSIONS

87.  The directors may provide benefits, whether by the payment of gratuities
or pensions or by insurance or otherwise, for any director who has held but no
longer holds any executive office or employment with the company or with any
body corporate which is or has been a subsidiary of the company or a
predecessor in business of the company or of any such subsidiary, and for any
member of his family (including a spouse and a former spouse) or any person who
is or was dependent on him, and may (as well before as after he ceases to hold
such office or employment) contribute to any fund and pay premiums for the
purchase or provision of any such benefit.

PROCEEDINGS OF DIRECTORS

88.  Subject to the provisions of the articles, the directors may regulate
their proceedings as they think fit. A director may, and the secretary at the
request of a director shall, call a meeting of the directors. It shall not be
necessary to give notice of a meeting to a director who is absent from the
United Kingdom. Questions arising at a meeting shall be decided by a majority
of votes. In the case of an equality of votes, the chairman shall have a second
or casting vote. A director who is also an alternate director shall be entitled
in the absence of his appointor to a separate vote on behalf of his appointor
in addition to his own vote.

89.  The quorum for the transaction of the business of the directors may be
fixed by the directors and unless so fixed at any other number shall be two. A
person who holds office only as an alternate director shall, if his appointor
is not present, be counted in the quorum.

90.  The continuing directors or a sole continuing director may act
notwithstanding any vacancies in their number, but, if the number of directors
is less than the number fixed as the quorum, the continuing directors or
director may act only for the purpose of filling vacancies or of calling a
general meeting.


<PAGE>   25
91.  The directors may appoint one of their number to be the chairman of the
board of directors and may at any time remove him from that office. Unless he
is unwilling to do so, the director so appointed shall preside at every meeting
of directors at which he is present. But if there is no director holding that
office, or if the director holding it is unwilling to preside or is not present
within five minutes after the time appointed for the meeting, the directors
present may appoint one of their number to be chairman of the meeting.

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

93.  A resolution in writing signed by all the directors entitled to receive
notice of a meeting of directors or of a committee of directors shall be as
valid and effectual as if it had been passed at a meeting of directors or (as
the case may be) a committee of directors duly convened and held and may consist
of several documents in the like form each signed by one or more directors; but
a resolution signed by an alternate director need not also be signed by his
appointor and, if it is signed by a director who has appointed an alternate
director, it need not be signed by the alternate director in that capacity.

94.  Save as otherwise provided by the articles, a director shall not vote at a
meeting of directors or of a committee of directors on any resolution
concerning a matter in which he has, directly or indirectly an interest or duty
which is material and which conflicts or may conflict with the interests of the
company unless his interest or duty arises only because the case falls within
one or more of the following paragraphs:-

     (a)  the resolution relates to the giving to him of a guarantee, security,
or indemnity in respect of money lent to, or an obligation incurred by him for
the benefit of, the company or any of its subsidiaries;

     (b)  the resolution relates to the giving of a third party of a guarantee,
security, or indemnity in respect of an obligation of the company or any of its
subsidiaries for which the director has assumed responsibility in whole or part
and whether alone or jointly with others under a guarantee or indemnity or by
the giving of security;

     (c)  his interest arises by virtue of his subscribing or agreeing to
subscribe for any shares, debentures or other securities of the company or any
of its subsidiaries, or by virtue of his being, or intending to become, a
participant in the underwriting or sub-underwriting of an offer of any such
shares, debentures, or other securities by the company or any of its
subsidiaries for subscription, purchase or exchange;

     (d)  the resolution relates in any way to a retirement benefits scheme
which has been approved, or is conditional upon approval, by the Board of
Inland Revenue for taxation purposes.

For the purposes of this regulation, an interest of a person who is, for any
purpose of the Act (excluding any statutory modification thereof not in force
when this regulation becomes binding on the company), connected with a director
shall be treated as an interest of the director and, in relation to an
alternate director, an interest of his appointor shall be treated as an
interest of the alternate director without prejudice to any interest which the
alternate director has otherwise.

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

96.  The company may by ordinary resolution suspend or relax to any extent,
either generally or in respect of any particular matter, any provision of the
articles prohibiting a director from voting at a meeting of directors of a
committee of directors.

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

98.  If a question arises at a meeting of directors or of a committee of
directors as to the right of a director to vote, the question may, before the
conclusion of the meeting, be referred to the chairman of the meeting and his
ruling in relation to any director other than himself shall be final and
conclusive.

SECRETARY

99.  Subject to the provisions of the Act, the secretary shall be appointed by
the directors for such term, at such remuneration and upon such conditions as
they may think fit; and any secretary so appointed may be removed by them.

MINUTES

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

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

          (b)  of all proceedings at meetings of the company, of the holders of
any class of shares in the company, and of the directors, and of the committees
of directors, including the names of the directors present at such meeting.

THE SEAL

101. The seal shall only be used by the authority of the directors or of a
committee of directors authorised by the directors. The directors may determine
who shall sign any instrument to which the seal is affixed and unless otherwise
so determined it shall be signed by a director and by the secretary or by a
second director.

DIVIDENDS

102. Subject to the provisions of the Act, the company may by ordinary
resolution declare dividends in accordance with the respective rights of the
members, but no dividend shall exceed the amount recommended by the directors.


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

104. Except as otherwise provided by the rights attached to shares, all
dividends shall be declared and paid according to the amounts paid up on the
shares on which the dividend is paid. All dividends shall be apportioned and
paid proportionately to the amounts paid up on the shares during any portion or
portions of the period in respect of which the dividend is paid; but if any
share is issued on terms providing that it shall rank for dividend as from a
particular date, that share shall rank for dividend accordingly.

105. A general meeting declaring a dividend may, upon the recommendation of the
directors, direct that it shall be satisfied wholly or partly by the
distribution of assets and, where any difficulty arises in regard to the
distribution, the directors may settle the same and in particular may issue
fractional certificates and fix the value for distribution of any assets and may
determine that cash shall be paid to any member upon the footing of the value
so fixed in order to adjust the rights of members and may vest any assets in
trustees.

106. Any dividend or other moneys payable in respect of a share may be paid by
cheque sent by post to the registered address of the person entitled or, if two
or more persons are the holders of the share or are jointly entitled to it by
reason of the death or bankruptcy of the holder, to the registered address of
that one of those persons who is first named in the register of members or to
such person and to such address as the person or persons entitled may in
writing direct. Every cheque shall be made payable to the order of the person
or persons entitled or to such other person as the person or persons entitled
may in writing direct and payment of the cheque shall be a good discharge to
the company. Any joint holder or other person jointly entitled to a share as
aforesaid may give receipts for any dividend or other moneys payable in respect
of the share.

107. No dividend or other moneys payable in respect of a share shall bear
interest against the company unless otherwise provided by the rights attached
to the share.

108. Any dividend which has remained unclaimed for twelve years from the date
when it became due for payment shall, if the directors so resolve, be forfeited
and cease to remain owing by the company.

ACCOUNTS

109. No member shall (as such) have any right of inspecting any accounting
records or other book or document of the company except as conferred by statute
or authorised by the directors or by ordinary resolution of the company.

CAPITALISATION OF PROFITS

110. The directors may with the authority of an ordinary resolution of the
company:-

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

     (b)  appropriate the sum resolve to be capitalised to the members who would
have been entitled to it if it were distributed by way of dividend and in the
same proportions and apply such sum on their behalf either in or towards paying
up the amounts, if any, for the time being unpaid on any shares held by them
respectively, or in paying up in full unissued shares of debentures of the
company of a nominal amount equal to that sum, and allot the shares or
debentures credited as fully paid to those members, or as they may direct, in
those proportions, or partly in one way and partly in the other; but the share
premium accounts, the capital redemption reserve, and any profits which are not
available for distribution may, for the purposes of this regulation, only be
applied in paying up unissued shares to be allotted to members credited as
fully paid;

     (c)  make such provision by the issue of fractional certificates or by
payment in cash or otherwise as they determine in the case of shares or
debentures becoming distributable under this regulation in fractions; and

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

NOTICES

111. Any notice to be given to or by any person pursuant to the articles shall
be in writing except that a notice calling a meeting of the directors need not
be in writing.

112. The company may give any notice to a member either personally or by
sending it by post in a prepaid envelope addressed to the member at his
registered address or by leaving it at that address. In the case of joint
holders of a share, all notices shall be given to the joint holder whose name
stands first in the register of members in respect of the joint holding and
notice so given shall be sufficient notice to all the joint holders. A member
whose registered address is not within the United Kingdom and who gives to the
company an address within the United Kingdom at which notices may be given to
him shall be entitled to have notices given to him at that address, but
otherwise no such member shall be entitled to receive any notice from the
company.

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

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

115. Proof that an envelope containing a notice was properly addressed, prepaid
and posted shall be conclusive evidence that the notice was given. A notice
shall be deemed to be given at the expiration of 48 hours after the envelope
containing it was posted.

116. A notice may be given by the company to the persons entitled to a share in
consequence of the death or bankruptcy of a member by sending or delivering it,
in any manner authorised by the articles for the giving of notice to a member,
addressed to them by name, or by the title of representatives of the deceased,
or trustee of the bankrupt or by any like description at the address, if any,
within the United Kingdom supplied for that purpose by the persons claiming to
be so entitled. Until such an address has been supplied, a notice may be given
in any manner in which it might have been given if the death or bankruptcy had
not occurred.

WINDING UP

117. If the company is wound up, the liquidator may, with the sanction of an
extraordinary resolution of the company and any other sanction required by the
Act, divide among the members in specie the whole or any part of the assets of
the company and may, for that purpose, value any assets and determine how the
division shall be carried out as between the members or different classes of
members. The liquidator may, with the like sanction, vest the whole or any
part of the assets in trustees upon such trusts for the benefit of the members
as he with the like sanction determines, but no member shall be compelled to
accept any assets upon which there is a liability.

INDEMNITY

118. Subject to the provisions of the Act but without prejudice to any
indemnity to which a director may otherwise be entitled, every director or
other officer or auditor of the company shall be indemnified out of the assets
of the company against any liability incurred by him in defending any
proceedings, whether civil or criminal, in which judgment is given in his
favour or in which he is acquitted or in connection with any application in
which relief is granted to him by the court from liability for negligence,
default, breach of duty or breach of trust in relation to the affairs of the
company.