<PAGE>

                                                                     Exhibit 1.1

                          COMPANIES ACTS, 1963 TO 2001


                             _______________________


                            COMPANY LIMITED BY SHARES

                             _______________________




                                   MEMORANDUM

                                       AND

                             ARTICLES OF ASSOCIATION

                                       OF

                      TRINTECH GROUP PUBLIC LIMITED COMPANY

                       (as amended by Special Resolutions
                             up to 11th July, 2002)


               __________________________________________________


                         Incorporated 29th January, 1987

               __________________________________________________







                                 A & L Goodbody,
                                   Solicitors

<PAGE>

                          COMPANIES ACTS, 1963 TO 2001
                          ----------------------------


                            COMPANY LIMITED BY SHARES

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


                            MEMORANDUM OF ASSOCIATION

                                       OF

                      TRINTECH GROUP PUBLIC LIMITED COMPANY
                       (as amended by Special Resolutions
                             up to 11th July, 2002)
                         -------------------------------

1.       The name of the Company is TRINTECH GROUP PUBLIC LIMITED COMPANY.

2.       The Company is to be a Public Limited Company.

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

         3.1.  To carry on the business of an investment and holding company in
               all its branches, and to acquire by purchase, lease, concession,
               grant, licence or otherwise such businesses, options, rights,
               privileges, lands, buildings, leases, underleases, stocks,
               shares, debentures, debenture stock, bonds, obligations,
               securities, reversionary interests, annuities, policies of
               assurance and other property and rights and interests in property
               as the company shall deem fit and generally to hold, manage,
               develop, lease, sell or dispose of the same; and to vary any of
               the investments of the company, to act as trustees of any deeds
               constituting or securing any debentures, debenture stock or other
               securities or obligations; to establish, carry on, develop and
               extend investments and holdings and to sell, dispose of or
               otherwise turn the same to account and to coordinate the policy
               and administration of any companies of which this company is a
               member or which are in any manner controlled by or connected with
               the company.

         3.2.  To exercise and enforce all rights and powers conferred to or
               incident upon the ownership of any shares, stock obligations or
               other securities acquired by the Company including without
               prejudice to the generality of the foregoing all such powers of
               veto or control as may be conferred by virtue of the holding by
               the company of such special proportion of the issued or nominal
               amount thereof and to provide managerial and other executive,
               supervisory and

<PAGE>

               consultant services for or in relation to any company in which
               the company is interested upon such terms as may be thought fit.

         3.3.  To carry on any other business, except the issuing of policies of
               insurance, which may seem to the company capable of being
               conveniently carried on in connection with the above, or
               calculated directly or indirectly to enhance the value of or
               render profitable any of the company's property or rights.

         3.4.  To invest any monies of the company in such investments and in
               such manner as may from time to time be determined, and to hold,
               sell or deal with such investments and generally to purchase,
               take on lease or in exchange or otherwise acquire any real and
               personal property and rights or privileges.

         3.5.  To subscribe for, take, purchase or otherwise acquire and hold
               shares or other interests in, or securities of any other company
               having objects altogether or in part similar to those of this
               company or carrying on any business capable of being carried on
               so as, directly or indirectly, to benefit this company.

         3.6.  To develop and turn to account any land acquired by the company
               or in which it is interested and in particular by laying out and
               preparing the same for building purposes, constructing, altering,
               pulling down, decorating, maintaining, fitting up and improving
               buildings and conveniences, and by planting, paving, draining,
               farming, cultivating, letting on building lease or building
               agreement and by advancing money to and entering into contracts
               and arrangements of all kinds with builders, tenants and others.

         3.7.  To acquire and undertake the whole or any part of the business,
               property, 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, or which can be
               conveniently carried on in connection with the same, or may seem
               calculated directly or indirectly to benefit the company.

         3.8.  To employ the funds of the company in the development and
               expansion of the business of the company and all or any of its
               subsidiary or associated companies and in any other company
               whether now existing or hereafter to be formed and engaged in any
               like business of the company or any of its subsidiary or
               associated companies or of any other industry ancillary thereto
               or which can conveniently be carried on in connection therewith.

         3.9.  To lend money to such persons or companies either with or without
               security and upon such terms as may seem expedient.

         3.10. To borrow or otherwise raise money or carry out any other means
               of financing, whether or not by the issue of stock or other
               securities, and to enter into or issue interest and currency
               hedging and swap agreements, forward rate

<PAGE>

               agreements, interest and currency futures or options and other
               forms of financial instruments, and to purchase, redeem or pay
               off any of the foregoing.

         3.11. To secure the payment of money or other performance of financial
               obligations in such manner as the company shall think fit,
               whether or not by the issue of debentures or debenture stock,
               perpetual or otherwise, charged upon all or any of the company's
               property, present or future, including its uncalled capital.

         3.12. To adopt such means of making known the company and its products
               and services as may seem expedient.

         3.13. To sell, improve, manage, develop, exchange, lease, mortgage,
               enfranchise, dispose of, turn to account or otherwise deal with
               all or any part of the property, undertaking, rights or assets of
               the company and for such consideration as the company might think
               fit. Generally to purchase, take on lease or in exchange or
               otherwise acquire any real and personal property and rights or
               privileges.

         3.14. To acquire and carry on any business carried on by a subsidiary
               or a holding company of the company or another subsidiary of a
               holding company of the company.

         3.15. To provide services of any kind including the carrying on of
               advisory, consultancy, brokerage and agency business of any kind.

         3.16. To guarantee, grant indemnities in respect of, support or secure,
               whether by personal covenant or by mortgaging or charging all or
               any part of the undertaking, property and assets (present and
               future) and uncalled capital of the company, or by both such
               methods, the performance of the contracts or obligations of and
               the repayment or payment of the principal amounts of and
               premiums, interest and dividends on any securities of any person,
               firm or company, including (without prejudice to the generality
               of the foregoing) any company which is for the time being the
               company's holding company as defined by section 155 of the
               Companies Act, 1963, or another subsidiary as defined by the said
               section of the company's holding company or otherwise associated
               with the company in business notwithstanding the fact that the
               company may not receive any consideration, advantage or benefit,
               direct or indirect from entering into such guarantee or other
               arrangement or transaction contemplated herein.

         3.17. To amalgamate with any other company.

         3.18. To apply for, purchase or otherwise acquire any patents, brevets
               d'invention, licences, trade marks, technology and know-how and
               the like conferring any exclusive or non-exclusive or limited
               right to use or any secret or other information as to any
               invention or technology which may seem capable of

<PAGE>

               being used, for any of the purposes of the company or the
               acquisition of which may seem calculated directly or indirectly
               to benefit the company, and to use, exercise, develop or grant
               licences in respect of or otherwise turn to account the property
               rights or information so acquired.

         3.19. To enter into partnership or into any arrangement for sharing
               profits, union of interests, co-operation, joint venture or
               otherwise with any person or company or engage in any business or
               transaction capable of being conducted so as directly or
               indirectly to benefit the company.

         3.20. To grant pensions or gratuities (to include death benefits) to
               any officers or employees or ex-officers or ex-employees of the
               company, or its predecessors in business or the relations,
               families or dependants of any such persons, and to establish or
               support any non-contributory or contributory pension or
               superannuation funds, any associations, institutions, clubs,
               buildings and housing schemes, funds and trusts which may be
               considered calculated to benefit any such persons or otherwise
               advance the interests of the company or of its members.

         3.21. To promote any company or companies for the purpose of acquiring
               all or any of the property and liabilities of this company or for
               any other purpose which may seem directly or indirectly
               calculated to benefit this company.

         3.22. To remunerate any person or company for services rendered or to
               be rendered in placing or assisting to place or guaranteeing the
               placing of any of the shares in the company's capital or any
               debentures, debenture stock or other securities of the company,
               or in or about the formation or promotion of the company or the
               conduct of its business.

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

         3.24. To undertake and execute any trusts the undertaking whereof may
               seem desirable, whether gratuitously or otherwise.

         3.25. To procure the company to be registered or recognised in any
               country or place.

         3.26. To promote freedom of contract and to counteract and discourage
               interference therewith, to join any trade or business federation,
               union or association, with a view to promoting the company's
               business and safeguarding the same.

         3.27. To do all or any of the above things in any part of the world as
               principal, agent, contractor, trustee or otherwise, and by or
               through trustees, agents or otherwise and either alone or in
               conjunction with others.

<PAGE>

         3.28. To distribute any of the property of the company in specie among
               the members.

         3.29. To do all such other things as the company may think incidental
               or conducive to the attainment of the above objects or any of
               them.

NOTE: It is hereby declared that the word "company" in this clause (except where
it refers to this Company) shall be deemed to include any partnership or other
body of persons, whether incorporated or not incorporated and whether domiciled
in the Republic of Ireland, Northern Ireland, Great Britain, or elsewhere, and
the intention is that the objects specified in each paragraph of this clause
shall, except where otherwise expressed in such paragraph, be in no way limited
or restricted by reference to, or inference from, the terms of any other
paragraph.

4.       The liability of the members is limited.

5.       The share capital of the Company is US$297,000 divided into 110,000,000
         shares of US$0.0027 each. Any of the shares of the Company whether of
         the original or any increased capital of the Company may be issued with
         any special, qualified, preferred, deferred or other rights or
         privileges or conditions as to capital, dividends, rights of voting or
         other matters but so that any such rights, privileges or conditions
         shall not be altered or modified except in accordance with the Articles
         of Association of the Company.

<PAGE>

We, the several persons whose names and addresses are subscribed, wish to be
formed into a company in pursuance of this Memorandum of Association and we
agree to take the number of shares in the capital of the Company set opposite
our respective names:


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

Names, Addresses and                    Number of Shares taken
Descriptions of Subscribers             by each Subscriber


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


Ms. Grainne Riordan,                    One
189 Tonlegee Road,
Raheny,
Dublin 5.

Secretary


Ms. Pauline Brady,                      One
11 St. Pappins Road,
Glasnevin,
Dublin 11.

Secretary


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


Dated the 3rd day of November, 1986

Witness to the above signatures:-

Mrs. Catherine Foley,
Dollard House,
Wellington Quay,
Dublin 2.

<PAGE>

                          Companies Acts, 1963 to 2001


                            COMPANY LIMITED BY SHARES



                             ARTICLES OF ASSOCIATION


                                       OF


                                 TRINTECH GROUP
                             PUBLIC LIMITED COMPANY



                         Incorporated 29th January, 1987



                    (as adopted by Special Resolution passed
                    on 22nd September, 1999 and as amended by
                   Special Resolutions up to 11th July, 2002)


                                 A & L Goodbody,
                                   Solicitors

<PAGE>

                          Companies Acts, 1963 to 1999



                            COMPANY LIMITED BY SHARES




                             ARTICLES OF ASSOCIATION

                                       OF

                                 TRINTECH GROUP
                             PUBLIC LIMITED COMPANY


Part I - Preliminary               1.  Interpretation                        15

Part II - Share Capital and        2.  Share Capital                         18
Rights
                                   3.  Rights of Shares on issue             19

                                   4.  Redeemable Shares                     19

                                   5.  Variation of rights                   19

                                   6.  Trusts not recognised                 19

                                   7.  Disclosure of interests               20

                                   8.  Allotment of Shares                   21

                                   9.  Payment of commission                 22

                                   10. Payment by installments               23

Part III - Share Certificates      11. Issue of certificates                 23

                                   12. Balance and exchange certificates     23

                                   13. Replacement of certificates           24

Part IV - Lien on Shares           14. Extent of lien                        24

                                   15. Power of sale                         24

                                   16. Power to effect transfer              24

<PAGE>

                                   17.  Proceeds of sale                   25

Part V - Calls on Shares           18.  Making of calls                    25
and Forfeiture

                                   19.  Time of call                       25

                                   20.  Liability of joint Holders         25

                                   21.  Interest on calls                  26

                                   22.  Amounts treated as calls           26

                                   23.  Power to differentiate             26

                                   24.  Interest on moneys advanced        26

                                   25.  Notice requiring payment           26

                                   26.  Power of disposal                  27

                                   27.  Effect of forfeiture               27

                                   28.  Statutory declaration              28

                                   29.  Non-Payment of sums due on         28
                                        Share issues

Part VI - Conversion of            30.  Conversion of Shares Into          28
Shares into Stock                       Stock

                                   31.  Transfer of stock                  28

                                   32.  Rights of stockholders             29

Part VII - Transfer of Shares      33.  Form of instrument of transfer     29

                                   34.  Execution of instrument of         29
                                        transfer

                                   35.  Refusal to register transfers      29

                                   36.  Procedure on refusal               30

                                   37.  Closing of transfer books          30

                                   38.  Absence of registration fees       30

                                   39.  Retention of transfer              30
                                        instruments

                                   40.  Renunciation of allotment          31

Part VIII - Transmission of        41.  Death of member                    31
Shares

                                   42.  Transmission on death or           31
                                        bankruptcy

                                   43.  Rights before registration         31

Part IX - Alteration of Share      44.  Increase of capital                32

<PAGE>

Capital

                               45.   Consolidation, sub-division and        32
                                     cancellation of capital

                               46.   Fractions on consolidation             33

                               47.   Reduction of capital                   33

                               48.   Purchase of own Shares                 33

Part X - General Meetings      49.   Annual general meetings                34

                               50.   Extraordinary general meetings         34

                               51.   Convening general meetings             34

                               52.   Notice of general meetings             34

Part XI - Proceedings At       53.   Quorum for general meetings            36
General Meetings

                               54.   Special business                       36

                               55.   Chairman of general meetings           37

                               56.   Directors' and Auditors' right to      37
                                     attend general meetings

                               57.   Adjournment of general meetings        37

                               58.   Determination of resolutions           37

                               59.   Amendments to resolutions              38

                               60.   Entitlement to demand poll             38

                               61.   Taking of a poll                       38

                               62.   Votes of members                       39

                               63.   Chairman's casting vote                39

                               64.   Voting by joint Holders                39

                               65.   Voting by incapacitated Holders        39

                               66.   Default in payment of calls            40

                               67.   Restriction of voting and other        40
                                     rights

                               68.   Time for objection to voting           42

                               69.   Appointment of proxy                   42

                               70.   Bodies corporate acting by             42
                                     representatives at meetings

                               71.   Deposit of proxy instruments           43

<PAGE>

<TABLE>
<S>                                        <C>   <C>                                    <C>
                                           72.   Effect of proxy instruments            43
                                           73.   Effect of revocation of proxy or of    44
                                                 authorisation

Part XII - Directors                       74.   Number of Directors                    44
                                           75.   Share qualification                    45
                                           76.   Ordinary remuneration of Directors     45
                                           77.   Special remuneration of Directors      45
                                           78.   Expenses of Directors                  45
                                                                                        45

                                           79.   Alternate Directors                    45

Part XIII - Powers of Directors            80.   Directors' powers                      46
                                           81.   Power to delegate                      47
                                           82.   Appointment of attorneys               47
                                           83.   Local management                       48
                                           84.   Borrowing powers                       48
                                           85.   Execution of negotiable instruments    48
                                           86.   Provision for employees                48
Part XIV - Appointment and Retirement of   87.   Retirement by rotation                 49
Directors

                                           88.   Deemed reappointment                   49
                                           89.   Eligibility for appointment            50
                                           90.   Appointment of additional Directors    50
Part XV - Disqualification and Removal     91.   Disqualification of Directors          50
of Directors

                                           92.   Removal of Directors                   51
Part XVI - Directors' Offices and          93.   Executive offices                      52
Interests

                                           94.   Disclosure of interests by Directors   53
                                           95.   Directors' interests                   53
                                           96.   Restriction on Directors' voting       54
                                           97.   Entitlement to grant pensions          57
Part XVII - Proceedings of                 98.   Convening and regulation of            57
Directors                                        Directors' meetings
</TABLE>

<PAGE>

<TABLE>
<S>                                    <C>     <C>                                             <C>
                                       99.     Quorum for Directors' meetings                  57
                                       100.    Voting at Directors' meetings                   58
                                       101.    Telecommunication meetings                      59
                                       102.    Chairman of the board of Directors              59
                                       103.    Validity of acts of Directors                   59
                                       104.    Directors' resolutions or other documents in    59
                                               writing

Part XVIII - The Secretary             105.    Appointment of Secretary                        60
Part XIX - The Seal                    106.    Use of Seal                                     60
                                       107.    Seal for use abroad                             60
                                       108.    Signature of sealed instruments                 60
Part XX - Dividends and Reserves       109.    Declaration of dividends                        61
                                       110.    Scrip dividends                                 62
                                       111.    Interim and fixed dividends                     64
                                       112.    Payment of dividends                            64
                                       113.    Deductions from dividends                       64
                                       114.    Dividends in specie                             65
                                       115.    Payment of dividends by post                    65
                                       116.    Dividends not to bear interest                  65
                                       117.    Payment to Holders on a particular date         65
                                       118.    Unclaimed dividends                             66
                                       119.    Reserves                                        66
Part XXI - Accounts                    120.    Accounts                                        66
Part XXII -                            121.    Capitalisation of profits and reserves          68
Capitalisation of
Profits or Reserves

                                       122.    Capitalisation and use of non-distributable     68
                                               profits and reserves
                                       123.    Implementation of capitalisation issues         68
Part XXIII - Notices                   124.    Notices in writing                              69
</TABLE>

<PAGE>

<TABLE>
<S>                                        <C>      <C>                                             <C>
                                           125.     Service of notices                              69
                                           126.     Notices to members                              70
                                           127.     Service on joint Holders                        71
                                           128.     Service on transfer or transmission of Shares   71
                                           129.     Signature to notices                            71
                                           130.     Deemed receipt of notices                       71
Part XXIV - Winding up                     131.     Distribution on winding up                      72
                                           132.     Distribution in specie                          72
Part XXV - Miscellaneous                   133.     Minutes of meetings                             72
                                           134.     Inspection                                      73
                                           135.     Secrecy                                         73
                                           136.     Destruction of records                          73
                                           137.     Untraced Shareholders                           74
                                           138.     Indemnity                                       76
</TABLE>

<PAGE>

                          Companies Acts, 1963 to 2001



                       A PUBLIC COMPANY LIMITED BY SHARES




                             ARTICLES OF ASSOCIATION

                                       OF

                                 TRINTECH GROUP
                             PUBLIC LIMITED COMPANY

                   (as adopted by Special Resolution passed on
                     22nd September, 1999 and as amended by
                   Special Resolutions up to 11th July, 2002)




Part I - Preliminary

1.    Interpretation

      1.1.  The regulations contained in Table A in the First Schedule to the
            Companies Act, 1963 shall not apply to the Company.

      1.2.  In these Articles the following expressions shall have the following
            meanings:

            "the Acts"           the Companies Acts, 1963 to 1999 including any
                                 statutory modification or re-enactment thereof
                                 for the time being in force;

            "the 1963 Act"       the Companies Act, 1963;

            "the 1983 Act"       the Companies (Amendment) Act, 1983;

            "the 1990 Act"       the Companies Act, 1990;

            "these Articles"     these articles of association as from time to
                                 time altered by resolution of the Company and
                                 for the time being in force;

<PAGE>

        "Associated
        Company"             any company which for the time being is a
                             subsidiary or a holding company of the Company, is
                             a subsidiary of a holding company of the Company or
                             is a company in which the Company or any of such
                             companies as aforesaid shall for the time being
                             hold shares entitling the holder thereof to
                             exercise at least one-fifth of the votes at any
                             general meeting of such company (not being voting
                             rights which arise only in specified
                             circumstances);

        "the Auditors"       the auditors for the time being of the Company;

        "the Board"          the board of Directors for the time being of the
                             Company;

        "Clear               Days" in relation to the period of a notice, 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 or is deemed
                             to take effect;

        "the Company"        the company whose name appears at the head of these
                             Articles;

        "the Directors"      the directors for the time being of the Company or
                             the directors present at a meeting of the Board of
                             Directors and includes any person occupying the
                             position of director by whatever name called;

        "the Group"          the Company and its subsidiaries from time to time
                             and for the time being;

        "the Holder"         in relation to any Share, the Member whose name is
                             entered in the Register as the holder of the Share;

        "holding company"    in relation to a company, a company of which such
                             company is a subsidiary;

        "Interest"           means any interest whatsoever in Shares (of any
                             size) which would be taken into account in deciding
                             whether a notification to the Company would be
                             required under Chapter 2 of Part IV of the 1990
                             Act;

                                       16

<PAGE>

        "Member"             a member of the Company as defined in Section 31 of
                             the 1963 Act;

        "NASDAQ"             the national association of securities dealers
                             automated quotation national market system;

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

        "Ordinary Shares"    Ordinary Shares of US$0.0027 each in the capital of
                             the Company;

        "Preference Shares"  Series B Preference Shares of US$0.0027 each in the
                             capital of the Company;

        "the Register"       the register of Members to be kept by the Company
                             as required by the Acts;

        "the Seal"           the common seal of the Company or (where relevant)
                             the official securities seal kept by the Company
                             pursuant to the Acts;

        "the Secretary"      any person appointed to perform the duties of the
                             Secretary of the Company;

        "Shares"             means any share of any class (whether issued or
                             unissued) in the capital of the Company;

        "the State"          the Republic of Ireland;

        "The Stock           NASDAQ, the Neuer Markt and any other exchange in
        Exchange"            the State or elsewhere on which Shares are listed
                             from time to time;

        "subsidiary"         a subsidiary within the meaning of Section 155 of
                             the 1963 Act;

        "Treasury Share"     the meaning given to that expression by Section 209
                             of the 1990 Act;

        "warrants to         means a warrant or certificate or similar document
        subscribe"           indicating the right of the registered holder
                             thereof (other than under a share option scheme or
                             schemes for employees, non-executive directors or
                             consultants) to subscribe for Shares in the
                             Company.

                                       17

<PAGE>

1.3.     Expressions in these Articles referring to writing shall be construed,
         unless the contrary intention appears, as including references to
         printing, lithography, photography and any other modes of representing
         or reproducing words in a visible form. Expressions in these Articles
         referring to execution of any document shall include any mode of
         execution whether under seal or under hand.

1.4.     Unless specifically defined herein or the context otherwise requires,
         words or expressions contained in these Articles shall bear the same
         meaning as in the Acts but excluding any statutory modification thereof
         not in force when these Articles become binding on the Company.

1.5.     The headings and captions included in these Articles are inserted for
         convenience of reference only and shall not be considered a part of or
         affect the construction or interpretation of these Articles.

1.6.     References in these Articles to any enactment or any section or
         provision thereof shall mean such enactment, section or provision as
         the same may be amended and may be from time to time and for the time
         being in force.

1.7.     In these Articles the masculine gender shall include the feminine and
         neuter, and vice versa, and the singular number shall include the
         plural and vice versa, and words importing persons shall include firms
         and companies.

1.8.     References in these Articles to pounds or pence or IR(pound)or IRp
         shall mean the currency, for the time being, of the State.

1.9.     References in the Articles to dollars or cents or          US$ shall
         mean the currency, for the time being, of the United States of America.


Part II - Share Capital and Rights

2.       Share Capital

         The share capital of the Company is US$297,000 divided into:

         2.1.     100,000,000 Ordinary Shares of US$0.0027 each; and

         2.2.     10,000,000 Series B Preference Shares of US$0.0027 each;

         all such shares to rank pari passu save to the extent that these
         Articles make express provision to the Contrary.

                                       18

<PAGE>

3.       Rights of Shares on issue

         3.1.     Without prejudice to any special rights previously conferred
                  on the Holders of any existing Shares or class of Shares and
                  subject to the provisions of the Acts, any Preference Share
                  may be issued with such rights or restrictions as the Board
                  may from time to time determine.

         3.2.     Without prejudice to the provisions of Article 3.1, and to any
                  special rights previously conferred on the Holders of any
                  existing Shares or class of Shares and subject to the
                  provisions of the Acts, any Share may be issued with such
                  rights or restrictions as the Company may by ordinary
                  resolution determine.

4.       Redeemable Shares

         Subject to the provisions of the Acts, any Shares may be issued on the
         terms that they are, or at the option of the Company are, liable to be
         redeemed on such terms and in such manner as the Company may by special
         resolution determine.

5.       Variation of rights

         5.1.     Whenever the share capital is divided into different classes
                  of shares, the rights attached to any class may be varied or
                  abrogated with the consent in writing of the Holders of
                  three-fourths in nominal amount of the issued Shares of that
                  class or with the sanction of a special resolution passed at a
                  separate general meeting of the Holders of the Shares of the
                  class (but not otherwise), and may be so varied or abrogated
                  either whilst the Company is a going concern or during or in
                  contemplation of a winding-up. The quorum at any such separate
                  general meeting, other than an adjourned meeting, shall be two
                  persons holding or representing by proxy at least one-third in
                  nominal amount of the issued Shares of the class in question
                  and the quorum at an adjourned meeting shall be one person
                  holding Shares of the class in question or his proxy.

5.2.              The rights conferred upon the Holders of the Shares of any
                  class issued with preferred or other rights shall not, unless
                  otherwise expressly provided by these Articles or the terms of
                  the issue of the Shares of that class, be deemed to be varied
                  by the creation or issue of further Shares ranking pari passu
                  therewith or subordinate thereto.

6.       Trusts not recognised

                                       19

<PAGE>

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

7.       Disclosure of Interests

         7.1.     For the purposes of this Article 7:-

                  "Deemed Voting Concert Party Interest" means an agreement or
                  arrangement between two or more persons with respect to, or to
                  the exercise of, voting rights attaching to Shares and which
                  is likely to result in those rights being exercised so as to
                  influence or to control the policy of the Company or the
                  management of its affairs which the Directors have deemed to
                  be a Deemed Voting Concert Party Interest for the purposes of
                  this Article 7 and, where the Directors so resolve, each of
                  the persons who is party to such agreement or arrangement
                  shall be deemed (for the purposes of this Article 7) to be
                  interested in all the Shares to which the voting rights in
                  question are attached and, in this definition, references to
                  an arrangement include references to an understanding or
                  mutual expectation, whether formal or informal and whether or
                  not legally binding.

                  "Disclosure Notice" means a notice served pursuant to Article
                  7.2 below;

                  "Interest" means an interest (of any size) in the Relevant
                  Share Capital which would be taken into account in deciding
                  whether a notification to the Company would be required under
                  Chapter 2 of Part IV of the 1990 Act but shall for all
                  purposes include (the "Included Interests") (i) rights to
                  subscribe for or convert into, or entitlements to acquire
                  rights to subscribe for or convert into, Shares which would on
                  issue or conversion (as the case may be) be comprised in the
                  Relevant Share Capital; (ii) the interests referred to in
                  Section 78(l)(a), (c) and (g) of the 1990 Act except those of
                  a bare or custodian trustee and of a simple trustee and (iii)
                  any Deemed Voting Concert Party Interest; and "interested"
                  shall be construed accordingly;

                  "Relevant Share Capital" means the relevant share capital of
                  the Company (as that expression is defined in Section 67(2) of
                  the 1990 Act);

                  "Share" means any Share comprised in Relevant Share Capital.

         7.2      The Directors may by notice in writing require any Member, or
                  other person appearing to be interested or to have been
                  interested in Shares, to disclose to the Company in writing
                  such information as the Directors shall require relating to
                  the ownership of or any Interest in Shares as lies within the

                                       20

<PAGE>

                  knowledge of such Member or other person (supported if the
                  Directors so require by a statutory declaration and/or by
                  independent evidence) including (without prejudice to the
                  generality of the foregoing) any information which the Company
                  is entitled to seek pursuant to Section 81 of the 1990 Act.

         7.3.     The Directors may give any number of Disclosure Notices
                  pursuant to Article 7.2 above to the same Member or other
                  person in respect of the same Shares.

         7.4.     The Directors may serve notice pursuant to the terms of this
                  Article irrespective of whether or not the person on whom it
                  shall be served may be dead, bankrupt, insolvent or otherwise
                  incapacitated and no such incapacity or any unavailability of
                  information or inconvenience or hardship in obtaining the same
                  shall be a satisfactory reason for failure to comply with any
                  such notice, provided that if the Directors in their absolute
                  discretion think fit, they may waive compliance in whole or in
                  part with any notice given under this Article in respect of a
                  Share in any case of bona fide unavailability of information
                  or genuine hardship or where they otherwise think fit but no
                  such waiver shall prejudice or affect in any way any
                  non-compliance not so waived whether by the person concerned
                  or any other person appearing to the Directors to be
                  interested in the Shares or by any person to whom a notice may
                  be given at any time.

         7.5.     The provisions of Articles 124 to 130 inclusive shall apply to
                  the service of notices required by this Article to be served.

         7.6.     Any resolution or determination of, or decision or exercise of
                  any discretion or power by the Directors under or pursuant to
                  the provisions of this Article shall be final and conclusive
                  and things done by or on behalf of, or on the authority of,
                  the Directors pursuant to the foregoing provisions of this
                  Article shall be conclusive and binding on all persons
                  concerned and shall not be open to challenge, whether as to
                  validity or otherwise on any ground whatsoever. The Directors
                  shall not be required to give any reasons for any decision,
                  determination or declaration taken or made in accordance with
                  this Article.

         7.7.     The provisions of this Article are in addition to, and do not
                  limit, any other right or power of the Company or the
                  Directors, including any right vested in the Company or the
                  Directors by the Acts.

8.       Allotment of Shares

         8.1      The unissued Shares shall be at the disposal of the Directors
                  and (subject to the provisions of these Articles, the Acts and
                  of any resolution of the Company in general meeting passed
                  pursuant thereto) they may allot, grant options over, deal
                  with or otherwise dispose (with or without conferring a

                                       21

<PAGE>

            right of renunciation) of them on such terms and conditions and at
            such times as they may consider to be in the best interests of the
            Company and the Members but so that no Share shall be issued at a
            discount and so that, where Shares are to be allotted and issued,
            the amount payable on application on each Share shall not be less
            than one-quarter of the nominal amount of the Share and the whole of
            any premium payable thereon.

     8.2.   Without prejudice to the generality of the powers conferred on the
            Directors by the other provisions of this Article, the Directors may
            grant from time to time options to subscribe for unallotted Shares
            in the capital of the Company to persons in the service or
            employment of or Directors or consultants of the Company or any
            subsidiary of the Company on such terms and subject to such
            conditions as may be approved from time to time by the Directors or
            any committee thereof appointed by the Directors for the purpose of
            such approval.

     8.3.   The Company may issue warrants to subscribe (by whatever name they
            are called) to any person to whom the Company has granted the right
            to subscribe for Shares in the Company (other than under a share
            option scheme for 2employees) certifying the right of the registered
            holder thereof to subscribe for Shares in the Company upon such
            terms and conditions as those upon which the right may have been
            granted.

     8.4.   The Directors are generally and unconditionally authorised to
            exercise all powers of the Company to allot relevant securities (as
            defined for the purposes of Section 20 of the 1983 Act) up to an
            amount equal to the authorised but unissued share capital of the
            Company at the date hereof, provided that this authority will expire
            on 11th July, 2007, save that the Company may before such expiry
            make an offer or agreement which would or might require relevant
            securities to be allotted after such expiry and the Directors may
            allot relevant securities in pursuance of such offer or agreement as
            if the authority conferred hereby had not expired. The pre-emption
            provisions of sub-section (1), of Section 23 of the 1983 Act shall
            not apply to any allotment by the Company of equity securities
            (within the meaning of the said section 23).



9.   Payment of commission

         The Company may exercise the powers of paying commissions conferred or
         permitted by the Acts. Subject to the provisions of the Acts, any such
         commission may be satisfied by the payment of cash or by the allotment
         of fully or partly paid

                                       22

<PAGE>

         Shares or partly in one way and partly in the other. On any issue of
         Shares the Company may also pay such brokerage as may be lawful.

10.      Payment by installments

         If by the conditions of allotment of any Share the whole or part of the
         amount or issue price thereof shall be payable by installments, every
         such installment when due shall be paid to the Company by the person
         who for the time being shall be the Holder of the Share.

Part III - Share Certificates

11.      Issue of certificates

         Every Member shall be entitled without payment to receive within two
         months after allotment or lodgment of a transfer to him of the Shares
         in respect of which he is so registered (or within such other period as
         the conditions of issue shall provide) one certificate for all the
         Shares of each class held by him or several certificates each for one
         or more of his Shares upon payment for every certificate after the
         first of such reasonable out of pocket expenses as the Directors may
         determine provided that 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. The Company shall not be bound to register
         more than four persons as joint Holders of any Share (except in the
         case of executors or trustees of a deceased Member). Every certificate
         shall be sealed with the Seal and shall specify the number, class and
         distinguishing number (if any) of the Shares to which it relates and
         the amount or respective amounts paid up thereon.

12.      Balance and exchange certificates

         12.1. Where some only of the Shares comprised in a share certificate
               are transferred the old certificate shall be cancelled and the
               new certificate for the balance of such Shares shall be issued in
               lieu without charge.

         12.2. Any two or more certificates representing Shares of any one class
               held by any Member at his request may be cancelled and a single
               new certificate for such Shares issued in lieu, without charge
               unless the Directors otherwise determine. If any Member shall
               surrender for cancellation a share certificate representing
               shares held by him and request the Company to issue in lieu two
               or more Share certificates representing such Shares in such
               proportions as he may

                                       23

<PAGE>

                  specify, the Directors may comply, if they think fit, with
                  such request, subject to the payment by him of such charge as
                  may be determined by the Directors.

13.      Replacement of certificates

         13.1.    If a share certificate is defaced, worn out, lost, stolen or
                  destroyed, it may be replaced on such terms (if any) as to
                  evidence and indemnity and payment of any exceptional expenses
                  incurred by the Company 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.

         13.2.    In the case of Shares, held jointly by several persons any
                  request under Articles 12 or 13 may be made by any one of the
                  joint Holders.


Part IV - Lien on Shares

14.      Extent of lien

         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, at any time, may declare any Share to be wholly or in part
         exempt from the provisions of this Article. The Company's lien on a
         Share shall extend to all moneys payable in respect of it.

15.      Power of sale

         The Company may sell in such manner as the Directors determine any
         Share on which the Company has a lien if a sum in respect of which the
         lien exists is presently payable and is not paid within fourteen Clear
         Days after notice demanding payment, and stating that if the notice is
         not complied with the Shares may be sold, has been given to the Holder
         of the Share or to the person entitled to it by reason of the death or
         bankruptcy of the Holder.

16.      Power to effect transfer

         To give effect to a sale the Directors may take such steps as the
         Directors consider are necessary or desirable in order to effect such
         sale and, for this purpose, 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 transferee shall be entered in the
         Register as the Holder of the Shares comprised in any such transfer and
         he shall

                                       24

<PAGE>

         not be bound to see to the application of the purchase moneys nor shall
         his title to the Shares be affected by any irregularity in or
         invalidity of the proceedings in reference to the sale, and after the
         name of the transferee has been entered in the Register, the remedy of
         any person aggrieved by the sale shall be in damages only and against
         the Company exclusively.

17.      Proceeds of sale

         The net proceeds of the sale, after payment of the costs relating
         thereto, shall be applied in payment of so much of the sum for which
         the lien exists as is presently payable and any residue (upon surrender
         to the Company for cancellation of the certificate for the Shares sold
         or an indemnity in a form which is satisfactory to the Directors and
         subject to a like lien for any moneys not presently payable as existed
         upon the Shares before the sale) shall be paid to the person entitled
         to the Shares at the date of the sale.

Part V - Calls on Shares and Forfeiture

18.      Making of calls

         Subject to the terms of allotment, the Directors may make calls upon
         the Members in respect of any moneys unpaid on their Shares and each
         Member (subject to receiving at least fourteen Clear Days' notice
         specifying when and where payment is to be made) shall 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 be revoked
         before receipt by the Company of a sum due thereunder, in whole or in
         part, and payment of a call may be postponed in whole or in part. A
         person upon whom a call is made shall remain liable for such call
         notwithstanding the subsequent transfer of the Shares in respect of
         which the call was made.

19.      Time of call

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

20.      Liability of joint Holders

         The joint Holders of a Share shall be jointly and severally liable to
         pay all calls in respect thereof.

                                       25

<PAGE>

21.      Interest on calls

         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 became due until it is paid at the rate fixed by the
         terms of allotment of the Share or in the notice of the call but the
         Directors may waive payment of the interest wholly or in part.

22.      Amounts treated as calls

         An amount payable in respect of a Share on allotment or at any fixed
         date, whether in respect of nominal value or by way of premium, shall
         be deemed to be a call and if it is not paid the provisions of these
         Articles shall apply as if that amount had become due and payable by
         virtue of a call duly made and notified.

23.      Power to differentiate

         Subject to the terms of allotment, the Directors may make arrangements
         on the issue of Shares for different terms to apply as between the
         Holders in relation to the amounts and times of payment of calls on
         their Shares.

24.      Interest on moneys advanced

         The Directors, if they think fit, may receive from any Member willing
         to advance same all or any part of the moneys uncalled and unpaid upon
         any Shares held by him, and upon all or any of the moneys so advanced
         may pay (until the same would, but for such advance, become payable)
         interest at such rate, not exceeding (unless the Company in general
         meeting otherwise directs) 15 per cent per annum, as may be agreed upon
         between the Directors and the Member paying such sum in advance, but
         any sum paid in excess of the amount for the time being called up shall
         not be included or taken into account in ascertaining the amount of the
         dividend payable on the Shares in respect of which such advance has
         been made.

25.      Notice requiring payment

         25.1.    If a Member fails to pay any call or installment of a call on
                  the day appointed for payment thereof, the Directors, at any
                  time thereafter during such times as any part of the call or
                  installment remains unpaid, may serve a notice on him
                  requiring payment of so much of the call or installment as is
                  unpaid together with any interest which may have accrued.

                                       26

<PAGE>

         25.2.    The notice shall name a further day (not earlier than the
                  expiration of fourteen Clear Days from the date of service of
                  the notice) on or before which the payment required by the
                  notice is to be made, and shall state that in the event of
                  non-payment at or before the time appointed the Shares in
                  respect of which the call was made will be liable to be
                  forfeited.

         25.3.    If the requirements of any such notice as aforesaid are not
                  complied with then, at any time thereafter before the payment
                  required by the notice has been made, any Shares in respect of
                  which the notice has been given may be forfeited by a
                  resolution of the Directors to that effect. The forfeiture
                  shall include all dividends or other moneys payable in respect
                  of the forfeited Shares and not paid before forfeiture. The
                  Directors may accept a surrender of any Share liable to be
                  forfeited hereunder.

         25.4.    On the trial or hearing of any action for the recovery of any
                  money due for any call it shall be sufficient to prove that
                  the name of the Member sued is entered in the Register as the
                  Holder, or one of the Holders, of the Shares in respect of
                  which such debt accrued, that the resolution making the call
                  is duly recorded in the minute book and that notice of such
                  call was duly given to the Member sued, in accordance with
                  these Articles, and it shall not be necessary to prove the
                  appointment of the Directors who made such call nor any other
                  matters whatsoever, but the proof of the matters aforesaid
                  shall be conclusive evidence of the debt.

26.      Power of disposal

         A forfeited Share may be sold or otherwise disposed of on such terms
         and in such manner as the Directors think fit and at any time before a
         sale or disposal the forfeiture may be cancelled on such terms as the
         Directors think fit. Where for the purposes of its disposal such a
         Share is to be transferred to any person, the Directors may take such
         steps as the Directors consider are necessary or desirable in order to
         effect such sale and, for this purpose, may authorise some person to
         execute an instrument of transfer of the Share to that person. The
         Company may receive the consideration, if any, given for the Share on
         any sale or disposal thereof and may execute a transfer of the Share in
         favour of the person to whom the Share is sold or disposed of and
         thereupon he shall be registered as the Holder of the Share and shall
         not be bound to see to the application of the purchase moneys, nor
         shall his title to the Share be affected by any irregularity or
         invalidity in the proceedings in reference to the forfeiture, sale or
         disposal of the Share and after the name of the transferee has been
         entered in the Register the remedy of any person aggrieved by the sale
         shall be in damages only and against the Company exclusively.

27.      Effect of forfeiture

                                       27

<PAGE>

         A person whose Shares have been forfeited shall cease to be a Member in
         respect of the forfeited Shares, but nevertheless shall remain liable
         to pay to the Company all moneys which, at the date of forfeiture, were
         payable by him to the Company in respect of the Shares, but his
         liability shall cease if and when the Company shall have received
         payment in full of all such moneys in respect of the Shares. The
         Directors may, at their absolute discretion, enforce payment without
         any allowance for the value of the Shares at the time of forfeiture or
         surrender or for any consideration received on their disposal or waive
         payment in whole or in part.

28.      Statutory declaration

         A statutory declaration that the declarant is a Director or the
         Secretary of the Company, and that a Share in the Company has been duly
         forfeited on the date stated in the declaration, shall be conclusive
         evidence of the facts therein stated as against all persons claiming to
         be entitled to the Share.

29.      Non-payment of sums due on Share issues

         The provisions of these Articles as to forfeiture shall apply in the
         case of non-payment of any sum which, by the terms of issue of a Share,
         becomes payable at a fixed time, whether on account of the nominal
         value of the Share or by way of premium, as if the same had been
         payable by virtue of a call duly made and notified.

Part VI - Conversion of Shares into Stock

30.      Conversion of Shares into stock

         The Company by ordinary resolution may convert any paid up Shares into
         stock and reconvert any stock into paid up Shares of any denomination.

31.      Transfer of stock

         The holders of stock may transfer the same or any part thereof, in the
         same manner, and subject to the same regulations, as and subject to
         which the Shares from which the stock arose might have been transferred
         before conversion, or as near thereto as circumstances admit; and the
         Directors may fix from time to time the minimum amount of stock
         transferable but so that such minimum shall not exceed the nominal
         amount of each Share from which the stock arose.

                                       28

<PAGE>

32.      Rights of stockholders

         32.1.   The holders of stock shall have, according to the amount of
                 stock held by them, the same rights, privileges and advantages
                 in relation to dividends, voting at meetings of the Company and
                 other matters as if they held the Shares from which the stock
                 arose, but no such right, privilege or advantage (except
                 participation in the dividends and profits of the Company and
                 in the assets on winding up) shall be conferred by an amount of
                 stock which, if existing in Shares, would not have conferred
                 that right, privilege or advantage.

         32.2.   Such of these Articles as are applicable to paid up Shares
                 shall apply to stock, and the words "Share" and "Holder" or
                 "Member" therein shall include "stock" and "stockholder".

Part VII - Transfer of Shares

33.      Form of instrument of transfer

         Subject to such of the restrictions of these Articles and to such of
         the conditions of issue or transfer as may be applicable, the Shares of
         any Member may be transferred by instrument in writing in any usual or
         common form or any other form which the Directors may approve.

34.      Execution of instrument of transfer

         The instrument of transfer of any Share shall be executed by or on
         behalf of the transferor and, in cases where the Share is not fully
         paid, by or on behalf of the transferee. The transferor shall be deemed
         to remain the Holder of the Share until the name of the transferee is
         entered in the Register in respect thereof.

35.      Refusal to register transfers

         35.1.   The Directors in their absolute discretion and without
                 assigning any reason therefor may decline to register any
                 transfer of a Share which is not fully paid save and however,
                 that in the case of such a Share which is admitted to listing
                 on any of The Stock Exchanges such restriction shall not
                 operate so as to prevent dealings in such a Share of the
                 Company from taking place on an open and proper basis.

         35.2.   The Directors may decline to recognise any instrument of
                 transfer unless:-

                                       29

<PAGE>

                  35.2.1.       the instrument of transfer is accompanied by the
                                certificate of 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;

                  35.2.2.       the instrument of transfer is in respect of one
                                class of Share only;

                  35.2.3.       the instrument of transfer is in favour of not
                                more than four transferees; and

                  35.2.4.       it is lodged at the Office or at such other
                                place as the Directors may appoint.

         35.3.    In the case of a transfer of Shares in certificated form by a
                  recognised clearing house or a nominee thereof or a recognised
                  investment exchange, the lodgement of share certificates will
                  only be necessary if and to the extent that certificates have
                  been issued in respect of the Shares in question.

36.      Procedure on refusal

         If the Directors refuse to register a transfer then, within two months
         after the date on which the transfer was lodged with the Company, they
         shall send to the transferee notice of the refusal.

37.      Closing of transfer books

         The registration of transfers of Shares either generally or in respect
         of any class of Shares may be suspended at such times and for such
         periods (not exceeding thirty days in each year) as the Directors may
         determine.

38.      Absence of registration fees

         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.

39.      Retention of transfer instruments

         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.

                                       30

<PAGE>

40.      Renunciation of allotment

         Nothing in these Articles shall preclude the Directors from recognising
         a renunciation of the allotment of any Shares by the allottee in favour
         of some other person.

Part VIII - Transmission of Shares

41.      Death of Member

         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 in the Shares; but nothing
         herein contained shall release the estate of a deceased Member from any
         liability (whether sole or joint) in respect of any Share which had
         been held by him.

42.      Transmission on death or bankruptcy

         A person becoming entitled to a Share in consequence of the death or
         bankruptcy of a Member or otherwise by operation of law may elect, upon
         such evidence being produced as the Directors may properly require,
         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 of the provisions of these
         Articles relating to the transfer of Shares shall apply to the notice
         or instrument of transfer as if it were an instrument of transfer
         executed by the Member and the death or bankruptcy of the Member had
         not occurred.

43.      Rights before registration

         A person becoming entitled to a Share by reason of the death or
         bankruptcy of a Member (or otherwise by operation of law) (upon
         supplying to the Company such evidence as the Directors may reasonably
         require to show his title to the Share) shall (notwithstanding that he
         is not entered on the Register as the holder of the Share) have the
         rights to which he would be entitled if he were the Holder of the
         Share, except that, before being registered as the Holder of the Share,
         he shall not 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, so, however, that the Directors, at any
         time, may give notice requiring any such person to elect either to be

                                       31

<PAGE>

         registered himself or to transfer the Share and, if the notice is not
         complied with within ninety days, the Directors thereupon may withhold
         payment of all dividends, bonuses or other moneys payable in respect of
         the Share until the requirements of the notice have been complied with.

Part IX - Alteration of Share Capital

44.      Increase of capital

         44.1.    The Company from time to time by ordinary resolution may
                  increase the share capital by such sum, to be divided into
                  Shares of such amount, as the resolution shall prescribe.

         44.2.    Subject to the provisions of the Acts, the new Shares shall be
                  issued to such persons, upon such terms and conditions and
                  with such rights and privileges annexed thereto as the general
                  meeting resolving upon the creation thereof shall direct and,
                  if no direction be given, as the Directors shall determine and
                  in particular such Shares may be issued with a preferential or
                  qualified right to dividends and in the distribution of the
                  assets of the Company and with a special, or without any,
                  right of voting.

         44.3.    Except so far as otherwise provided by the conditions of issue
                  or by these Articles, any capital raised by the creation of
                  new Shares shall be considered part of the pre-existing
                  ordinary capital and shall be subject to the provisions herein
                  contained with reference to calls and installments, transfer
                  and transmission, forfeiture, lien and otherwise.

45.      Consolidation, sub-division and cancellation of capital

         The Company, by ordinary resolution, may:-

         45.1.    consolidate and divide all or any of its share capital into
                  Shares of larger amount;

         45.2.    subject to the provisions of the Acts, subdivide its Shares,
                  or any of them, into Shares of smaller amount, so however that
                  in the sub-division the proportion between the amount paid and
                  the amount, if any, unpaid on each reduced Share shall be the
                  same as it was in the case of the Share from which the reduced
                  Share is derived (and so that the resolution whereby any Share
                  is sub-divided may determine that, as between the Holders of
                  the Shares resulting from such sub-division, one or more of
                  the Shares may have, as compared

                                       32

<PAGE>

                  with the others, any such preferred, deferred or other rights
                  or be subject to any such restrictions as the Company has
                  power to attach to unissued or new Shares); or

         45.3.    cancel any Shares which, at the date of the passing of the
                  resolution, have not been taken or agreed to be taken by any
                  person and reduce the amount of its authorised share capital
                  by the amount of the Shares so cancelled.

46.      Fractions on consolidation

         Subject to the provisions of these Articles, whenever as a result of a
         consolidation of Shares any Members would become entitled to fractions
         of a Share, the Directors may sell, on behalf of those Members, the
         Shares representing the fraction for the best price reasonably
         obtainable to any person (including, subject to this provisions the
         Acts, the Company)and distribute the proceeds of sale in due proportion
         among those Members, (save that the Directors may in any such case
         determine that amounts of US$5 or less shall not be distributed but
         shall be retained for the benefit of the Company) and the Directors may
         take such steps as the Directors consider are necessary or desirable in
         order to effect such sale and, for this purpose, may authorise any
         person to execute an instrument of transfer of the Shares to, or in
         accordance with the directions of, the purchaser. The transferee shall
         not be bound to see to the application of the purchase money nor shall
         his title to the Shares be affected by any irregularity in or
         invalidity of the proceedings in reference to the sale. So far as the
         Acts allow, the Directors may treat shares of a member in certificated
         form and in uncertificated form as separate holdings in giving effect
         to sub-divisions and/or consolidations and may cause any shares arising
         on consolidation or sub-division and representing fractional
         entitlements to be entered in the Register as shares in certificated
         form where this is desirable to facilitate the sale thereof.

47.      Reduction of capital

         The Company, by special resolution, may reduce its share capital, any
         capital redemption reserve fund or any share premium account in any
         manner and with, and subject to, any incident authorised, and consent
         required, by law.

48.      Purchase of own Shares

         Subject to the provisions of the Acts and to any rights conferred on
         the Holders of any class of Shares, the Company (or any subsidiary) may
         purchase all or any of its Shares of any class (including any
         redeemable Shares). Every contract for the purchase of, or under which
         the Company may become entitled or obliged to purchase, Shares in the
         Company shall be authorised by a special resolution of the

                                       33

<PAGE>

         Company. Neither the Company nor the Directors shall be required to
         select the Shares to be purchased rateably or in any particular manner
         as between the Holders of Shares of the same class or as between them
         and the Holders of Shares of any other class or in accordance with the
         rights as to dividends or capital conferred by any class of Shares.
         Subject as aforesaid, the Company may cancel any Shares so purchased or
         may hold them as Treasury Shares and issue any such Treasury Shares as
         Shares of any class or classes or cancel them. Notwithstanding anything
         to the contrary contained in these Articles, the rights attached to any
         class of Shares shall be deemed not to be varied by anything done by
         the Company pursuant to this Article.

Part X - General Meetings

49.      Annual general meetings

         The Company shall hold in each year a general meeting as its annual
         general meeting in addition to any other meeting in that year and shall
         specify the meeting as such in the notices calling it. Not more than
         fifteen months shall elapse between the date of one annual general
         meeting and that of the next.

50.      Extraordinary general meetings

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

51.      Convening general meetings

         The Directors may convene general meetings. Extraordinary general
         meetings may also be convened by the Directors on such requisition, or
         in the event of default by the Directors may be convened by such
         requisitionists and in such manner, as may be provided by the Acts. If
         at any time there are not within the State sufficient Directors capable
         of acting to form a quorum, any Director or any two Members of the
         Company may convene an extraordinary general meeting in the same manner
         as nearly as possible as that in which general meetings may be convened
         by the Directors.

52.      Notice of general meetings

         52.1.    Subject to the provisions of the Acts allowing a general
                  meeting to be called by shorter notice, an annual general
                  meeting and an extraordinary general meeting called for the
                  passing of a special resolution shall be called by at least
                  twenty-one Clear Days' notice and all other extraordinary
                  general meetings shall be called by at least fourteen Clear
                  Days' notice.

                                       34

<PAGE>

         52.2.    Any notice convening a general meeting shall specify the time,
                  date and place of the meeting and, in the case of special
                  business, the general nature of that business and, in
                  reasonable prominence, that a Member entitled to attend and
                  vote is entitled to appoint a proxy to attend, speak and vote
                  in his place and that a proxy need not be a Member of the
                  Company. The notice shall specify the general nature of the
                  business to be transacted at the meeting; and if any
                  resolution is to be proposed as a Special Resolution, then
                  notice shall contain a statement to that effect. In the case
                  of an Annual General Meeting, the notice shall also specify
                  the meeting as such. It shall also give particulars of any
                  Directors who are to retire by rotation or otherwise at the
                  meeting and of any persons who are recommended by the
                  Directors for appointment or re- appointment as Directors at
                  the meeting, or in respect of whom notice has been duly given
                  to the Company of the intention to propose them for
                  appointment or re-appointment as Directors at the meeting.
                  Subject to any restrictions imposed on any Shares, the notice
                  shall be given to all the Members and to the Directors and the
                  Auditors.

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

         52.4.    Where, by any provision contained in the Acts, extended notice
                  is required of a resolution, the resolution shall not be
                  effective (except where the Directors of the Company have
                  resolved to submit it) unless notice of the intention to move
                  it has been given to the Company not less than such number of
                  days as the Acts permit before the meeting at which it is
                  moved, and the Company shall give to the Members notice of any
                  such resolution as required by and in accordance with the
                  provisions of the Acts.

         52.5.    The Directors may, for the purpose of controlling the level of
                  attendance at any place specified for the holding of a general
                  meeting, from time to time make such arrangements whether
                  involving the issue of tickets (on a basis intended to afford
                  to all Members otherwise entitled to attend such meeting an
                  equal opportunity of being admitted to the meeting) or the
                  imposition of some random means of selection or otherwise as
                  they shall in their absolute discretion consider to be
                  appropriate, and may from time to time vary any such
                  arrangements or make new arrangements in place therefor and
                  the entitlement of any Member or proxy to attend a general
                  meeting at such place shall be subject to any such
                  arrangements as may be for the time being in force and by the
                  notice of meeting stated to apply to that meeting. In the case
                  of any general meeting to which such arrangements apply the
                  Directors shall, and in the case of any other general meeting
                  the Directors may, when specifying the place of the general
                  meeting, direct that the meeting shall be held at a place
                  specified in the notice at which the chairman of the meeting

                                       35

<PAGE>

                  shall preside ("the Principal Place") and make arrangements
                  for simultaneous attendance and participation at other places
                  by members otherwise entitled to attend the general meeting
                  but excluded therefrom under the provisions of this Article or
                  who wish to attend at any of such other places provided that
                  persons attending at the Principal Place and at any of such
                  other places shall be able to see and hear and be seen and
                  heard by persons attending at the Principal Place and at such
                  other places. Such arrangements for simultaneous attendance
                  may include arrangements for controlling the level of
                  attendance in any manner aforesaid at such other places
                  provided that they shall operate so that any such excluded
                  members as aforesaid are able to attend at one of such other
                  places. For the purposes of all other provisions of these
                  Articles any such meeting shall be treated as being held and
                  taking place at the Principal Place.

Part XI - Proceedingd at General Meetings

53.      Quorum for general meetings

         53.1.    No business other than the appointment of a chairman shall be
                  transacted at any general meeting unless a quorum of Members
                  is present at the time when the meeting proceeds to business.
                  Except as provided in relation to an adjourned meeting, three
                  Members entitled to vote upon the business to be transacted
                  and together holding not less than one third of the voting
                  share capital of the Company in issue, present in person or by
                  proxy, entitled to vote upon the business to be transacted,
                  shall be a quorum.

         53.2.    If such a quorum is not present within half an hour from the
                  time appointed for the meeting, or if during a meeting 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. If
                  at the adjourned meeting such a quorum is not present within
                  half an hour from the time appointed for the meeting, the
                  meeting, if convened otherwise than by resolution of the
                  Directors, shall be dissolved, but if the meeting shall have
                  been convened by resolution of the Directors, two persons
                  entitled to be counted in a quorum present at the meeting
                  shall be a quorum.

54.      Special business

         All business shall be deemed special that is transacted at an
         extraordinary general meeting. All business that is transacted at an
         annual general meeting shall also be deemed special with the exception
         of declaring a dividend, the consideration of the accounts, balance
         sheets and reports of the Directors and Auditors, the election of
         Directors in the place of those retiring (whether by rotation or
         otherwise), the fixing of the remuneration of the Directors, the
         re-appointment of the retiring Auditors and the fixing of the
         remuneration of the Auditors.

                                       36

<PAGE>

55.      Chairman of general meetings

         55.1.    The chairman of the board of Directors or in his absence, the
                  deputy chairman (if any) or in his absence, some other
                  Director nominated by the Directors shall preside as chairman
                  at every general meeting of the Company. If at any general
                  meeting none of such persons shall be present within fifteen
                  minutes after the time appointed for the holding of the
                  meeting and willing to act, the Directors present shall elect
                  one of their number to be chairman of the meeting and, if
                  there is only one Director present and willing to act, he
                  shall be chairman.

         55.2.    If at any meeting 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 the Members
                  personally present to be chairman of the meeting.

56.      Directors' and Auditors' right to attend general meetings

         A Director shall be entitled, notwithstanding that he is not a Member,
         to attend and speak at any general meeting and at any separate meeting
         of the Holders of any class of Shares in the Company. The Auditors
         shall be entitled to attend any general meeting and to be heard on any
         part of the business of the meeting which concerns them as the
         Auditors.

57.      Adjournment of general meetings

         The Chairman, with the consent of a meeting at which a quorum is
         present, may (and if so directed by the meeting, shall) adjourn the
         meeting from time to time (or sine die) and from place to place, but no
         business shall be transacted at any adjourned meeting other than
         business which might properly have been transacted at the meeting had
         the adjournment not taken place. Where a meeting is adjourned sine die,
         the time and place for the adjourned meeting shall be fixed by the
         Directors. When a meeting is adjourned for fourteen days or more or
         sine die, at least seven Clear Days' notice shall be given, in the same
         manner as it was given for the meeting, specifying the time and place
         of the adjourned meeting and the general nature of the business to be
         transacted. Save as aforesaid it shall not be necessary to give any
         notice of an adjourned meeting.

58.      Determination of resolutions

                                       37

<PAGE>

         At any general meeting a resolution put to the vote of the meeting
         shall be decided on a show of hands unless before, or on the
         declaration of the result of, the show of hands a poll is duly
         demanded. Unless a poll is so 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 or
         proportion of the votes recorded in favour of or against the
         resolution. The demand for a poll may be withdrawn before the poll is
         taken 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.

59.      Amendments to resolutions

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

60.      Entitlement to demand poll

         Subject to the provisions of the Acts, a poll may be demanded:-

         60.1.    by the chairman of the meeting;

         60.2.    by at least three Members present (in person or by proxy)
                  having the right to attend and vote at the meeting;

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

         60.4.    by a Member or Members present (in person or by proxy) holding
                  Shares in the Company conferring the right to attend and 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.

61.      Taking of a poll

         61.1.    Save as provided in Article 61.2, a poll shall be taken in
                  such manner as the chairman of the meeting 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.

                                       38

<PAGE>

         61.2.    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 (not being more than thirty days after the poll is
                  demanded) and place as the chairman of the meeting may direct.
                  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.

         61.3.    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.

62.      Votes of Members

         Votes may be given either personally or by proxy. Subject to any rights
         or restrictions for the time being attached to any class or classes of
         Shares, on a show of hands every Member present in person and every
         proxy shall have one vote, so, however, that no individual shall have
         more than one vote, and on a poll every Member shall have one vote for
         every Share carrying voting rights of which he is the Holder.

63.      Chairman's casting vote

         Where there is an equality of votes, whether on a show of hands or on a
         poll the chairman of the meeting at which the show of hands takes place
         or at which the poll is demanded shall be entitled to a casting vote in
         addition to any other vote he may have.

64.      Voting by joint Holders

         Where there are joint Holders of a Share, the vote of the senior who
         tenders a vote, whether in person or by proxy, in respect of such Share
         shall be accepted to the exclusion of the votes of the other joint
         Holders; and for this purpose seniority shall be determined by the
         order in which the names of the Holders stand in the Register in
         respect of the Share.

65.      Voting by incapacitated Holders

                                       39

<PAGE>

         A Member of unsound mind, or in respect of whom an order has been made
         by any court having jurisdiction (whether in the State or elsewhere) in
         matters concerning mental disorder, may vote, whether on a show of
         hands or on a poll, by his committee, receiver, guardian or other
         person appointed by that court and any such committee, receiver,
         guardian or other person may vote by proxy on a show of hands or on a
         poll.

         Evidence to the satisfaction of the Directors of the authority of the
         person claiming to exercise the right to vote pursuant to this Article
         shall be deposited at the Office or at such other place as is specified
         in accordance with these Articles for the deposit of instruments of
         proxy, not less than forty-eight 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.

66.      Default in payment of calls

         Unless the Directors otherwise determine, no Member shall be entitled
         to vote at any general meeting or any separate meeting of the Holders
         of any class of Shares in the Company, either in person or by proxy, or
         to exercise any privilege as a Member in respect of any Share held by
         him unless all moneys then payable by him in respect of that Share have
         been paid.

67.      Restriction of voting and other rights

         67.1.    If at any time the Directors shall determine that a Specified
                  Event (as defined in Article 67.8) shall have occurred in
                  relation to any Share or Shares the Directors may serve a
                  notice to such effect on the Holder or Holders thereof. Upon
                  the expiry of a period of 14 days following the service of any
                  such notice (in these Articles referred to as a "Restriction
                  Notice") and for so long as such Restriction Notice shall
                  remain in force, no Holder or Holders of the Share or Shares
                  specified in such Restriction Notice ("the Relevant Shares")
                  shall be entitled to attend or vote at any general meeting, or
                  at any separate general meeting of the class of Shares
                  concerned either personally or by proxy in respect of such
                  Relevant Shares; and the Directors shall, where the Restricted
                  Shares represent not less than 0.25 per cent of the total
                  number of issued Shares of the same class of Shares as the
                  Relevant Shares, be entitled:

                  67.1.1.       to withhold payment of any dividend or other
                                amount payable in respect of the Relevant Shares
                                without any liability to pay interest thereon
                                when such money is paid to the Member; and/or

                                       40

<PAGE>

                  67.1.2.       to refuse to register any transfer of the
                                Relevant Shares (other than a transfer made as
                                part of a sale to a bona fide unconnected third
                                party where evidence satisfactory to the
                                Directors that such is the case has been
                                provided to the Directors upon a request being
                                made by them in writing to the Holder or Holders
                                of the Relevant Shares) or any renunciation of
                                or any allotment of new Shares or debentures
                                made in respect thereof.

         67.2.    A Restriction Notice shall be cancelled by the Directors as
                  soon as reasonably practicable, but in any event not later
                  than seven days after the Holder or Holders concerned or any
                  other relevant person shall have remedied the default by
                  virtue of which the Specified Event shall have occurred, and a
                  Restriction Notice given in respect of any Relevant Shares as
                  a result of a Specified Event described in Article 67.8(b)
                  shall automatically be deemed to be cancelled upon receipt by
                  the Directors of evidence satisfactory to them that the
                  Relevant Shares have been sold on a transfer to a bona fide
                  third party unconnected with the Holder;

         67.3.    A Restriction Notice shall automatically cease to have effect
                  in respect of any Share transferred upon registration of the
                  relevant transfer provided that a Restriction Notice shall not
                  cease to have effect in respect of any transfer where no
                  change in the beneficial ownership of the Share shall occur
                  and for this purpose it shall be assumed that no such change
                  has occurred where a transfer form in respect of the Share is
                  presented for registration having been stamped at a reduced
                  rate of stamp duty by virtue of the transferor or transferee
                  claiming to be entitled to such reduced rate as a result of
                  the transfer being one where no beneficial interest passes.

         67.4.    The Directors shall cause a notation to be made in the
                  Register against the name of any Holder or Holders in respect
                  of whom a Restriction Notice shall have been served indicating
                  the number of Shares specified in such Restriction Notice and
                  shall cause such notation to be deleted upon cancellation or
                  cesser of such Restriction Notice.

         67.5.    Where dividends or other payments are not paid as a result of
                  restrictions imposed on Relevant Shares, such dividends or
                  other payments shall accrue and shall be payable (without
                  interest) upon the cancellation of the Restriction Notice.

         67.6.    Any determination of the Directors and any notice or request
                  served by them pursuant to the provisions of this Article
                  shall be conclusive as against the Holder or Holders of any
                  Share and the validity of any notice or request served by the
                  Directors in pursuance of this Article shall not be questioned
                  by any person.

                                       41

<PAGE>

         67.7.    If, while any Restriction Notice shall remain in force in
                  respect of any Holder or Holders of any Shares, such Holder or
                  Holders shall be issued with any further Shares as a result of
                  such Holder or Holders not renouncing any allotment of Shares
                  made to him or them pursuant to a capitalisation issue under
                  Articles 121 to 123, the Restriction Notice shall be deemed
                  also to apply to such Holder or Holders in respect of such
                  further Shares on the same terms and conditions as were
                  applicable to the said Holder or Holders immediately prior to
                  such issue of further Shares.

         67.8.    For the purpose of these Articles the expression "Specified
                  Event" in relation to any Share shall mean either of the
                  following events:-

                  67.8.1.       the failure by the Holder or Holders thereof to
                                pay any call or installment of a call in the
                                manner and at the time appointed for payment
                                thereof; or

                  67.8.2.       the failure by the Holder thereof or any of the
                                Holders thereof or any other relevant person to
                                comply, to the satisfaction of the Directors,
                                with all or any of the terms of Section 81 of
                                the 1990 Act and/or Article 7 in respect of any
                                notice or notices given to him or any of them
                                thereunder.

68.      Time for objection to voting

         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 such meeting shall be valid.
         Any such objection made in due time shall be referred to the chairman
         of the meeting whose decision shall be final and conclusive.

69.      Appointment of proxy

         Every Member entitled to attend and vote at a general meeting may
         appoint a proxy to attend, speak and vote on his behalf. The instrument
         appointing a proxy shall be in writing in any usual form or in any
         other form which the Directors may approve and shall be executed by or
         on behalf of the appointor or his duly authorised attorney. The
         signature on such instrument need not be witnessed. A body corporate
         may execute a form of proxy under its common seal or under the hand of
         a duly authorised officer thereof. A proxy need not be a Member of the
         Company. No instrument of proxy shall be valid after twelve months have
         elapsed from the date named in it as the date of its execution.

70.      Bodies corporate acting by representatives at meetings

                                       42

<PAGE>

         Any body corporate which is a Member of the Company may by resolution
         of its Directors or other governing body authorise such person as it
         thinks fit to act as its representative at any meeting of the Company
         or of any class of Members of the Company and the person so authorised
         shall be entitled to exercise the same powers on behalf of the body
         corporate which he represents as that body corporate could exercise if
         it were an individual Member of the Company.

71.      Deposit of proxy instruments

         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, shall be deposited at the Office
         or (at the option of the Member) at such other place or places (if any)
         as may be specified for that purpose in or by way of note to the notice
         convening the meeting not less than forty-eight hours before the time
         appointed for the holding of the meeting or adjourned meeting or (in
         the case of a poll taken otherwise than at or on the same day as the
         meeting or adjourned meeting) for the taking of the poll at which it is
         to be used, and in default shall not be treated as valid. Provided
         that:-

         71.1.    in the case of a meeting which is adjourned to, or a poll
                  which is to be taken on, a date which is less than seven days
                  after the date of the meeting which was adjourned or at which
                  the poll was demanded, it shall be sufficient if the
                  instrument of proxy and any such authority and certification
                  thereof as aforesaid is lodged with the Secretary at the
                  commencement of the adjourned meeting or the taking of the
                  poll;

         71.2.    an instrument of proxy relating to more than one meeting
                  (including any adjournment thereof) having once been so
                  delivered for the purposes of any meeting shall not require to
                  be delivered again for the purposes of any subsequent meeting
                  to which it relates; and

         71.3.    the Secretary may accept an instrument of proxy (and any
                  authority under which it is executed) submitted by telefax
                  provided that such telefaxes are received, to the satisfaction
                  of the Secretary, at the Office (or suitable place as may be
                  specified in the notice convening the meeting or any
                  instrument of proxy sent out by the Company in relation to the
                  meeting) in clear and legible form not less than forty-eight
                  hours before the time appointed as aforesaid.

72.      Effect of proxy instruments

         Deposit of an instrument of proxy in respect of a meeting shall not
         preclude a Member from attending and voting at the meeting or at any
         adjournment thereof. The instrument appointing a proxy shall be valid,
         unless the contrary is stated therein,

                                       43

<PAGE>

         as well for any adjournment of the meeting as for the meeting to which
         it relates and shall be deemed to include the right to demand or join
         in demanding a poll.

73.      Effect of revocation of proxy or of authorisation

         73.1.    A vote given or poll demanded in accordance with the terms of
                  an instrument of proxy or a resolution authorising a
                  representative to act on behalf of a body corporate shall be
                  valid notwithstanding the death or insanity of the principal
                  or the revocation of the instrument of proxy or of the
                  authority under which the instrument of proxy was executed or
                  of the resolution authorising the representative to act or
                  transfer of the Share in respect of which the instrument of
                  proxy or the authorisation of the representative to act was
                  given, provided that no intimation in writing of such death,
                  insanity, revocation or transfer shall have been received by
                  the Company at the Office at least one hour before the
                  commencement of the meeting or adjourned meeting at which the
                  instrument of proxy is used or at which the representative
                  acts.

         73.2.    The Directors may send, at the expense of the Company, by post
                  or otherwise, to the Members instruments of proxy (with or
                  without stamped envelopes for their return) for use at any
                  general meeting or at any class meeting, either in blank or
                  nominating any one or more of the Directors or any other
                  persons in the alternative. If for the purpose of any meeting
                  invitations to appoint as proxy a person or one of a number of
                  persons specified in the invitations are issued at the expense
                  of the Company, such invitations shall be issued to all (and
                  not to some only) of the Members entitled to be sent a notice
                  of the meeting and to vote thereat by proxy. The accidental
                  omission to issue the instruments herein referred to, or the
                  non-receipt of any such invitation by any Member entitled to
                  receive such invitation shall not invalidate the proceedings
                  at any such meeting.


Part XII - Directors

74.      Number of Directors

         Unless otherwise determined by the Company in General Meeting the
         number of Directors shall not be more than fifteen nor less than three.
         The continuing Directors may act notwithstanding any vacancy in their
         body, provided that if the number of the Directors is reduced below the
         prescribed minimum the remaining Director or Directors shall appoint
         forthwith an additional Director or additional Directors to make up
         such minimum or shall convene a general meeting of the Company for the
         purpose of making such appointment. If there be no Director or
         Directors able or willing to act then any two Members may summon a
         general meeting for the purpose of appointing Directors. Any additional
         Director so appointed shall hold office (subject to the provisions of
         the Acts and these Articles) only until the conclusion of

                                       44

<PAGE>

         the annual general meeting of the Company next following such
         appointment unless he is re-elected during such meeting and he shall
         not retire by rotation at such meeting or be taken into account in
         determining the Directors who are to retire by rotation at such
         meeting.

75.      Share qualification

         A Director shall not require a Share qualification.

76.      Ordinary remuneration of Directors

         The ordinary remuneration of the Directors shall be determined from
         time to time by the Directors up to such limit as may be set from time
         to time by the Members pursuant to an ordinary resolution of the
         Company and shall be divisible (unless such resolution shall provide
         otherwise) among the Directors as they may agree, or, failing
         agreement, equally, except that any Director who shall hold office for
         part only of the period in respect of which such remuneration is
         payable shall be entitled only to rank in such division for a
         proportion of the remuneration related to the period during which he
         has held office.

77.      Special remuneration of Directors

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

78.      Expenses of Directors

         The Directors may be paid all travelling, 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.

79.      Alternate Directors

                                       45

<PAGE>

     79.1.     Any Director may at any time appoint, by writing under his hand
               and deposited at the Office or delivered at a meeting of the
               Directors any person (including another Director) to be his
               alternate provided always that no such appointment of a person
               other than a Director as an alternate shall be operative unless
               and until such appointment shall have been approved by resolution
               of the Directors.

     79.2.     An alternate Director shall be entitled, subject to his giving to
               the Company an address within the State, the United Kingdom,
               Germany or the United States of America, to receive notices of
               all meetings of the 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 in the absence of his appointor to
               exercise all the powers, rights, duties and authorities of his
               appointor as a Director (other than the right to appoint an
               alternate hereunder).

     79.3.     Save as otherwise provided in these 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. The remuneration of any such alternate Director shall be
               payable out of the remuneration paid to the Director appointing
               him and shall consist of such portion of the last mentioned
               remuneration as shall be agreed between the alternate and the
               Director appointing him.

     79.4.     A Director may revoke at any time the appointment of any
               alternate appointed by him. If a Director shall die or cease to
               hold the office of Director the appointment of his alternate
               shall thereupon cease and determine 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
               re-appointment.

     79.5.     Any appointment or revocation pursuant to this Article 79 may be
               sent by delivery, post, cable, telegram, telex, telefax,
               electronic mail or any other means of communication approved by
               the Directors and may bear a printed or facsimile signature of
               the Director making such appointment or revocation or in any
               other manner approved by the Directors.

     79.6.     An alternate Director shall not be counted in reckoning the
               maximum number of Directors allowed by these Articles.


Part XIII - Powers of Directors

80.    Directors' Powers

                                       46

<PAGE>

         Subject to the provisions of the Acts, the Memorandum of Association of
         the Company and these Articles and to any directions by the Members
         given by ordinary resolution, not being inconsistent with these
         Articles or with the Acts, the business of the Company shall be managed
         by the Directors who may do all such acts and things and exercise all
         the powers of the Company as are not by the Acts or by these Articles
         required to be done or exercised by the Company in general meeting. No
         alteration of the Memorandum of Association of the Company or of these
         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
         Article shall not be limited by any special power given to the
         Directors by these Articles and a meeting of Directors at which a
         quorum is present may exercise all powers exercisable by the Directors.

81.      Power to Delegate

         Without prejudice to the generality of the last preceding Article, the
         Directors may delegate (with power to sub- delegate) any of their
         powers to any Managing Director or any other Director holding any other
         executive office and to any committee consisting of one or more
         Directors together with such other persons (if any) as may be appointed
         to such committee by the Directors provided that a majority of the
         members of each committee appointed by the Directors shall at all times
         consist of Directors and that no resolution of any such committee shall
         be effective unless a majority of the members of the committee present
         at the meeting at which it was passed are Directors. Insofar as any
         such power or discretion is delegated to a committee any reference in
         these Articles to the exercise by the Directors of the power or
         discretion so delegated shall be read and construed as if it were a
         reference to the exercise thereof by such a committee. 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. Subject to any such conditions, the
         proceedings of a committee with two or more members shall be governed
         by the provisions of these Articles regulating the proceedings of
         Directors so far as they are capable of applying.

82.      Appointment of Attorneys

         The Directors, from time to time and at any time by power of attorney
         under seal, may appoint any company, firm or person or fluctuating body
         of persons, whether nominated directly or indirectly by the Directors,
         to be the attorney or attorneys of the Company for such purposes and
         with such powers, authorities and discretions (not exceeding those
         vested in or exercisable by the Directors under these Articles) and for
         such period and subject to such conditions as they may think fit. Any
         such power of attorney may contain such provisions for the protection
         of persons dealing with any such attorney as the Directors may think
         fit and may authorise any such

                                       47

<PAGE>

         attorney to sub-delegate all or any of the powers, authorities and
         discretions vested in him.

83.      Local Management

         Without prejudice to the generality of Articles 81 and 82 the Directors
         may establish any committees, local boards or agencies for managing any
         of the affairs of the Company, either in the State or elsewhere, and
         may appoint any persons to be members of such committees, local boards
         or agencies and may fix their remuneration and may delegate to any
         committee, local board or agent any of the powers, authorities and
         discretions vested in the Directors with power to sub-delegate and any
         such appointment or delegation may be made upon such terms and subject
         to such conditions as the Directors may think fit, and the Directors
         may remove any person so appointed, and may annul or vary any such
         delegation, but no person dealing in good faith with any such
         committee, local board or agency, without notice of any such removal,
         annulment or variation shall be affected thereby.

84.      Borrowing Powers

         The Directors may exercise all the powers of the Company to borrow or
         raise money and to mortgage or charge its undertaking, property,
         assets, and uncalled capital or any part thereof subject to Part III of
         the 1983 Act and to issue debentures, debenture stock and other
         securities whether outright or as collateral security for any debt,
         liability or obligation of the Company or of any third party, without
         any limitation as to amount.

85.      Execution of Negotiable Instruments

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

86.      Provision for Employees

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

                                       48

<PAGE>

Part XIV - Appointment and Retirement of Directors

87.  Retirement by Rotation

     87.1.     At each annual general meeting of the Company one third of the
               Directors who are subject to retirement by rotation, rounded down
               to the next whole number if it is a fractional number, shall
               retire from office, but if there is only one Director who is
               subject to retirement by rotation then he shall retire.

     87.2.     The Directors, (including any Directors holding executive office
               pursuant to these Articles) 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 be
               determined (unless they otherwise agree among themselves) by lot.

     87.3.     A Director who retires at an annual general meeting may be
               reappointed, if willing to act. If he is not reappointed (or
               deemed to be reappointed pursuant to these Articles) 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.

     87.4.     Notwithstanding any other provision of this Article 87, if any of
               the Directors who are Directors of the Company on the date of
               adoption of these Articles retires prior to or at the third
               annual general meeting held following the date of adoption of
               these Articles, other than in accordance with the provisions of
               this Article 87 (a "Retiring Director"), any Director appointed
               to replace any such Director or, for the avoidance of doubt, any
               Director taking the place on the Board originally held by a
               Retiring Director (in each case a "Substitute Director") shall be
               deemed to have been appointed a Director of the Company on the
               date on which the Retiring Director was appointed a Director of
               the Company, solely for the purpose of determining which of the
               Directors are to retire by rotation in accordance with the
               provisions of this Article 87. If no Director is appointed to
               replace any such Retiring Director or any Substitute Director
               then, notwithstanding that no such Director is appointed, none of
               the Directors of the Company on the date of adoption of these
               Articles shall be required to retire in accordance with the
               provisions of this Article 87 at an earlier date than he could
               otherwise have been required to retire had such Retiring Director
               not retired and the number of Directors to retire at any annual
               general meeting in accordance with the provisions of this Article
               87 shall accordingly be reduced, if necessary. The terms of this
               Article 87.4 shall cease to apply following the third annual
               general meeting held following the date of adoption of these
               Articles.


88.  Deemed Reappointment

                                       49

<PAGE>

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

89.      Eligibility for appointment

         No person other than a Director retiring by rotation or a director
         appointed pursuant to Article 90.2 shall be appointed a Director at any
         general meeting unless he is recommended by the Directors or, not less
         than seven nor more than forty two Clear Days before the date appointed
         for the meeting, a notice executed by a Member entitled to vote at the
         meeting has been given to the Company of the intention to
         propose that person for appointment stating the particulars which would
         be required, if he were so appointed, to be included in the Company's
         register of Directors together with notice executed by that person of
         his willingness to be appointed. No Director shall be required to
         retire on account of age.

90.      Appointment of additional Directors

         90.1. Subject as aforesaid, the Company by ordinary resolution may
               appoint a person to be a Director either to fill a vacancy or as
               an additional Director and may also determine the rotation in
               which any additional Directors are to retire.

         90.2. 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 fixed by or in accordance with
               these 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 re-appointed at such annual general meeting, such
               Director shall vacate office at the conclusion thereof.

Part XV - Disqualification and Removal of Directors

91.      Disqualification of Directors

         The office of a Director shall be vacated ipso facto if:-

                                       50

<PAGE>

         91.1. he ceases to be a Director by virtue of any provision of the Acts
               or he becomes prohibited by law from being a Director;

         91.2. he becomes bankrupt or makes any arrangement or composition with
               his creditors generally;

         91.3. in the opinion of a majority of his co-Directors, he becomes
               incapable by reason of mental disorder of discharging his duties
               as a Director;

         91.4. (not being a Director holding for a fixed term an executive
               office in his capacity as a Director) he resigns his office by
               notice to the Company;

         91.5. he is convicted of an indictable offence, unless the Directors
               determine otherwise;

         91.6. he shall have been absent for more than six consecutive months
               without permission of the Directors from meetings of the
               Directors held during that period and his alternate director (if
               any) shall not have attended any such meeting in his place during
               such period and the Directors pass a resolution that by reason of
               such absence he has vacated office;

         91.7. he is removed from office by notice in writing served upon him
               signed by all his co-directors; if he holds an appointment to an
               executive office which thereby automatically determines, such
               removal shall be deemed an act of the Company and shall have
               effect without prejudice to any claim for damages for breach of
               any contract of service between him and the Company.

         91.8. in the case of a Director appointed to, or otherwise holding,
               such office for a fixed term;

               91.8.1. Upon the expiry of such terms; or

               91.8.2. upon by receipt by such Director of a notice in writing
                       served on him by the Company automatically terminating
                       his appointment in accordance with the terms of the
                       agreement pursuant which he was appointed ("the Relevant
                       Agreement");

               91.8.3. in the event that the Company or such Director serves a
                       notice of termination or appointment by giving the
                       requisite notice in accordance with the terms of the
                       Relevant Agreement, upon the expiry of the requisite
                       period of notice.

92.      Removal of Directors

                                       51

<PAGE>

         The Company, by ordinary resolution of which extended notice has been
         given in accordance with the provisions of the Acts, may remove any
         Director before the expiry of his period of office notwithstanding
         anything in these Articles or in any agreement between the Company and
         such Director and may, if thought fit, by ordinary resolution appoint
         another Director in his stead. The person appointed shall be subject to
         retirement at the same time as if he had become a Director on the date
         on which the Director in whose place he is appointed was last appointed
         a Director. Nothing in this Article shall be taken as depriving a
         person removed hereunder of compensation or damages payable to him in
         respect of the termination of his appointment as Director or of any
         appointment terminating with that of Director.

Part XVI - Directors' Offices and Interests

93.      Executive offices

         93.1.     The Directors may appoint one or more of their body to the
                   office of Managing Director or to any other executive office
                   under the Company (including, where considered appropriate,
                   the office of the Chairman) on such terms and for such period
                   as they may determine and, without prejudice to the terms of
                   any contract entered into in any particular case, may revoke
                   any such appointment at any time.

         93.2.     A Director holding any such executive office shall receive
                   such remuneration, whether in addition to or in substitution
                   for his ordinary remuneration as a Director and whether by
                   way of salary, commission, participation in profits or
                   otherwise or in any combination of the foregoing as the
                   Directors may determine.

         93.3.     The appointment of any Director to the office of Chairman or
                   Managing Director shall determine automatically if he ceases
                   to be a Director (other than where he is re-appointed as a
                   Director at an Annual General Meeting of the Company having
                   retired by rotation in accordance with these Articles) but
                   without prejudice to any claim for damages for breach of any
                   contract of service between him and the Company.

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

         93.5.     A Director may hold any other office or place of profit under
                   the Company (except that of Auditor) in conjunction with his
                   office of Director, and may

                                       52

<PAGE>

          act in a professional capacity to the Company, on such terms as to
          remuneration and otherwise as the Directors shall arrange.

94.      Disclosure of interests by Directors

         A Director or shadow director of the Company who is in any way, whether
         directly or indirectly, interested in a contract or proposed contract
         with the Company shall comply with the provisions of Section 194 of the
         1963 Act with regard to the disclosure of such interest by declaration.

95.      Directors' interests

         95.1.     A Director notwithstanding his office but subject to his
                   having disclosed any interest which he is required to
                   disclose whether by these Articles or the Acts in accordance
                   with these Articles or the Acts as the case may be:-

                   95.1.1.   may be a party to, or otherwise interested in, any
                             transaction or arrangement with the Company or any
                             subsidiary or Associated Company thereof or in
                             which the Company or any subsidiary or Associated
                             Company thereof is otherwise interested;

         95.2.     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 or any subsidiary or Associated Company
                   thereof is otherwise interested; and

                   95.2.1.   shall not be accountable, by reason of his office,
                             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.

         95.3.     No Director or intended Director shall be disqualified by his
                   office from contracting with the Company either as vendor,
                   purchaser or otherwise, nor shall any such contract or any
                   contract or arrangement entered into by or on behalf of the
                   other company in which any Director shall be in any way
                   interested be avoided nor shall any Director so contracting
                   or being so interested be liable to account to the Company
                   for any profit realised by any such contract or arrangement
                   by reason solely of such Director holding that office or of
                   the fiduciary relationship thereby established. The nature of
                   a Director's interest must be declared by him at the meeting
                   of the Directors at which the question of entering into the
                   contract or arrangement is first taken into consideration or,
                   if the Director was not at the date of that meeting

                                       53

<PAGE>

                  interested in the proposed contract or arrangements at the
                  next meeting of the Directors held after he became so
                  interested, and in a case where the Director becomes
                  interested in a contract or arrangement after it is made at
                  the first meeting of the Directors held after he becomes so
                  interested.

         95.4.    A copy of every declaration made and notice given under this
                  Article shall be entered within three days after the making or
                  giving thereof in a book kept for this purpose. Such book
                  shall be open for inspection without charge by any Director,
                  Secretary, Auditor or Member of the Company at the Office and
                  shall be produced at every general meeting of the Company and
                  at any meeting of the Directors if any Director so requests in
                  sufficient time to enable the book to be available at the
                  meeting.

         95.5.    For the purposes of this Article:-

                  95.5.1.       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 or company
                                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 with the relevant party; and

                  95.5.2.       an interest (whether of his or of such a
                                specified person) 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.


96.      Restriction on Directors' voting

         96.1.    Save as otherwise provided by these Articles, a Director shall
                  not vote at a meeting of the Directors or a committee of
                  Directors on any resolution concerning a matter in which he
                  has, directly or indirectly or together with any person or
                  persons connected with him an interest which is material
                  (otherwise than by virtue of his interests in Shares or
                  debentures or other securities of, or otherwise in or through,
                  the Company) or a duty which conflicts or may conflict with
                  the interests of the Company. A Director shall not be counted
                  in the quorum present at a meeting in relation to any such
                  resolution on which he is not entitled to vote.

         96.2.    A Director shall be entitled (unless he has some material
                  interest or duty which conflicts or may conflict with the
                  interests of the Company which is not indicated below) to vote
                  (and be counted in the quorum) in respect of any resolutions
                  concerning any of the following matters, namely:-

                                       54

<PAGE>

                  96.2.1.       the giving of any security, guarantee or
                                indemnity in respect of money lent by him to the
                                Company or any of its subsidiaries or Associated
                                Companies or obligations incurred by him on
                                behalf of the Company or any of its subsidiaries
                                at the request of or for the benefit of the
                                Company or any of its subsidiary or Associated
                                Companies;

                  96.2.2.       the giving of any security, guarantee or
                                indemnity to a third party in respect of a debt
                                or obligation of the Company or any of its
                                subsidiary or Associated Companies for which he
                                himself has assumed responsibility in whole or
                                in part and whether alone or jointly with others
                                under a guarantee or indemnity or by the giving
                                of security;

                  96.2.3.       the underwriting by him of any Shares,
                                debentures or other securities of the Company or
                                any of its subsidiaries or Associated Companies;

                  96.2.4.       any proposal concerning any offer of, or for,
                                shares or debentures or other securities of the
                                Company or any of its subsidiary or Associated
                                Companies, or any offer by the Company or any of
                                its subsidiary or Associated Companies for any
                                shares or debentures or other securities of any
                                other company, whether by way of subscription,
                                purchase or exchange or otherwise, in which
                                offer he is entitled to participate as a holder
                                of shares, debentures or other securities, or in
                                which he is or is to be interested as a
                                participant in the underwriting or
                                sub-underwriting thereof;

                  96.2.5.       any proposal concerning any other company in
                                which he is interested, directly or indirectly
                                or together with any person or persons connected
                                with him and whether as an officer or
                                shareholder or otherwise howsoever, provided
                                that he is not the holder of or beneficially
                                interested, directly or indirectly in one per
                                cent. or more of the issued shares of any class
                                of such company or of the voting rights
                                available to members of such company (any such
                                interest being deemed for the purposes of this
                                Article to be a material interest in all
                                circumstances);

                  96.2.6.       any proposal concerning the adoption,
                                modification or operation of a superannuation
                                fund or retirement benefits scheme under which
                                he may benefit and which has been approved by or
                                is subject to and conditional upon approval for
                                taxation purposes by the appropriate Revenue
                                authorities which does not award the Director
                                any privilege or benefit not

                                       55

<PAGE>

                                generally awarded to the employees to whom such
                                arrangement or scheme relates;

                  96.2.7.       any proposal concerning the adoption,
                                modification or operation of any scheme for
                                enabling employees (including full time
                                executive Directors) of the Company and/or any
                                subsidiary thereof to acquire Shares in the
                                Company, any of its subsidiary or Associated
                                Companies or any company in which the Company is
                                interested, or any arrangement for the benefit
                                of employees of the Company or any of its
                                subsidiary or Associated Companies or any
                                company in which the Company is interested,
                                which does not award the Director any privilege
                                or benefit not generally awarded to the
                                employees to whom such scheme or arrangement
                                relates or for the benefit of whom such scheme
                                or arrangement was established; or

                  96.2.8.       any proposal concerning the giving of any
                                indemnity pursuant to Article 138 or the
                                discharge of the cost of any insurance cover to
                                be arranged in connection therewith.

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

         96.4.    If a question arises at a meeting of Directors or of a
                  committee of Directors as to the materiality of a Director's
                  interest or as to the right of any Director to vote and such
                  question is not resolved by his voluntarily agreeing to
                  abstain from voting, such question may be referred, before the
                  conclusion of the meeting, to the chairman of the meeting and
                  his ruling in relation to any Director other than himself
                  shall be final and conclusive except in a case where the
                  nature or extent of the interest of such Director has not been
                  fully and fairly disclosed; provided that, if such question
                  arises in relation to the chairman of the meeting, he shall
                  temporarily vacate the chair.

         96.5.    For the purposes of this Article, an interest of a person who
                  is the spouse or a minor child of 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.

                                       56

<PAGE>

         96.6.    The Company by ordinary resolution may suspend or relax the
                  provisions of this Article to any extent or ratify any
                  transaction not duly authorised by reason of a contravention
                  of this Article.

97.      Entitlement to grant pensions

         The Directors may provide benefits, whether by way of pensions,
         gratuities or otherwise, for any Director, former Director or other
         officer or former officer of the Company or to any person who holds or
         has held any employment with the Company or with any body corporate
         which is or has been a subsidiary of or an Associated Company of the
         Company or a predecessor in business of the Company, any subsidiary of
         the Company or of any such Associated Company and to any member of his
         family or any person who is or was dependent on him and may set up,
         establish, support, alter, maintain and continue any scheme for
         providing all or any such benefits and for such purposes any Director
         accordingly may be, become or remain a member of, or rejoin, any scheme
         and receive or retain for his own benefit all benefits to which he may
         be or become entitled thereunder. The Directors may pay out of the
         funds of the Company any premiums, contributions or sums payable by the
         Company under the provisions of any such scheme in respect of any of
         the persons or class of persons above referred to who are or may be or
         become members thereof.

Part XVII - Proceedings of Directors

98.      Convening and regulation of Directors' meetings

         98.1.    Subject to the provisions of these 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 at any time. Any Director may waive
                  notice of any meeting and any such waiver may be
                  retrospective. If the Directors so resolve, it shall not be
                  necessary to give notice of a meeting of Directors to any
                  Director who, being a resident of the State, is for the time
                  being absent from the State.

         98.2.    Notice of a meeting of the Directors shall be deemed to be
                  duly given to a Director if it is given to him personally in
                  writing or by word of mouth or is sent in writing by delivery,
                  post, cable, telegram, telex, telefax, electronic mail or any
                  other means of communication approved by the Directors to him
                  at his last known address or any other address given by him to
                  the Company for this purpose.

99.      Quorum for Directors' meetings

                                       57

<PAGE>

         99.1.    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 three. A person who holds office
                  only as an alternate Director shall, if his appointor is not
                  present, be counted in a quorum but, notwithstanding that such
                  person may act as alternate Director for more than one
                  Director, he shall not count as more than one for the purposes
                  of determining whether a quorum is present.

         99.2.    A Director acting as alternate shall have an additional vote
                  at meetings of Directors for each Director for whom he acts as
                  alternate but he shall count as only one for the purpose of
                  determining whether a quorum be present.

         99.3.    Any Director who ceases to be a Director at a meeting of the
                  Directors may continue to be present and to act as a Director
                  and to be counted in the quorum until the termination of the
                  meeting provided no other Director objects and provided also
                  that otherwise a quorum of Directors would not be present.

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

100.     Voting at Directors' meetings

         100.1.   Questions arising at any meeting of Directors shall be decided
                  by a majority of votes. Where there is an equality of votes,
                  the chairman of the meeting shall not have a second or casting
                  vote.

         100.2.   Subject as hereinafter provided, each Director present and
                  voting shall have one vote and in addition to his own vote
                  shall be entitled to one vote in respect of each other
                  Director not present at the meeting who shall have authorised
                  him in respect of such meeting to vote for such other Director
                  in his absence. Any such authority may relate generally to all
                  meetings of the Directors or to any specified meeting or
                  meetings and must be in writing and may be sent by delivery,
                  post, cable, telegram, telex, telefax, electronic mail or any
                  other means of communication approved by the Directors and may
                  bear a printed or facsimile signature of the Director giving
                  such authority. The authority must be delivered to the
                  Secretary prior to or must be produced at the first meeting at
                  which a vote is to be cast pursuant thereto provided that no
                  Director shall be entitled to any vote at a meeting on behalf
                  of another director pursuant to this paragraph if the other
                  Director shall have appointed an alternate director and that
                  alternate Director is present at the meeting at which the
                  Director proposes to vote pursuant to this paragraph.

                                       58

<PAGE>

101.     Telecommunication meetings

         Any Director may participate in a meeting of the Directors or any
         committee of the Directors by means of conference telephone or other
         telecommunications equipment by means of which all persons
         participating in the meeting can hear each other speak and such
         participation in a meeting shall constitute presence in person at the
         meeting but such Director shall not be counted in assessing whether any
         quorum is present at such meeting. Such a meeting shall be deemed to
         take place where the largest group of Directors participating is
         assembled or if there is no group which is larger than any other group,
         where the Chairman of the meeting then is.

102.     Chairman of the board of Directors

         Subject to any appointment to the office of Chairman made pursuant to
         these Articles, the Directors may elect from their number a chairman of
         their meetings and determine the period for which he is to hold office,
         but if no such chairman is elected or if at any
         meeting the chairman is unwilling to act or is not present within five
         minutes after the time appointed for holding the same the deputy
         Chairman if any, shall be the chairman of the meeting or if he is
         unwilling to act or is not present within five minutes after the time
         appointed for holding the same the Directors present may choose one of
         their number to be chairman of the meeting.

103.     Validity of acts of Directors

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

104.     Directors' resolutions or other documents in writing

         A resolution or other document 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 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. Such
         resolution or other document or

                                       59

<PAGE>

         documents when duly signed may be delivered or transmitted (unless the
         Directors shall otherwise determine either generally or in any specific
         case) by facsimile transmission or some other similar means of
         transmitting the contents of documents.

Part XVIII - The Secretary

105.     Appointment of secretary

         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 at any time be removed by them. Anything
         required or authorised by the Acts or these Articles to be done by or
         to the Secretary may be done by or to any assistant or acting Secretary
         or, if there is no assistant or acting Secretary readily available and
         capable of acting, by or to any officer or employee of the Company
         authorised generally or specially in that behalf by the Directors:
         Provided that any provision of the Acts or these Articles requiring or
         authorising a thing to be done by or to a Director and the Secretary
         shall not be satisfied by its being done by or to the same person
         acting both as a Director and as, or in the place of, the Secretary.

Part XIX - The Seal

106.     Use of Seal

         The Directors shall ensure that the Seal shall be used only by the
         authority of the Directors or of a committee authorised by the
         Directors.

107.     Seal for use abroad

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

108.     Signature of sealed instruments

         108.1.    Subject as provided in Article 108.2, every instrument to
                   which the Seal shall be affixed shall, as part of the sealing
                   process, be signed by at least one Director or other person
                   duly authorised in that behalf by the Directors and by the
                   Secretary, a second Director or one of the persons authorised
                   as aforesaid (who has not already signed) and, in favour of
                   any purchaser or person dealing with the Company in good
                   faith, such signatures shall be conclusive evidence of the
                   fact that the Seal has been properly affixed.

                                       60

<PAGE>

     108.2.    The Directors may by resolution determine, either generally or in
               any particular case, that in respect of certificates for Shares
               or debentures or other securities of the Company, the signature
               of any Director or of the Secretary or other person authorised by
               the Directors as aforesaid forming part of the sealing process
               may be applied or effected by non-autographic means, or that such
               certificates shall bear no signatures, and in favour of any
               registered holder or other person acquiring any such Shares or
               debentures or other securities in good faith a certificate
               executed in any of the modes of execution authorised herein shall
               be as valid and effective as if such certificate was issued under
               the Seal of the Company pursuant to these Articles.

Part XX - Dividends and Reserves

109.     Declaration of dividends

     109.1.    Subject to the provisions of the Acts, the Company by ordinary
               resolution may declare dividends in accordance with the
               respective rights of the Members, but no dividend shall exceed
               the amount recommended by the Directors. Dividends may be
               declared or paid in any currency.

     109.2.    The Directors may at their discretion make provision to enable
               any Holder of Shares as they shall from time to time determine to
               receive dividends duly declared in a currency or currencies other
               than US Dollars. For the purposes of the circulation of the
               amount receivable in respect of any dividend, the rate of
               exchange to be used to determine the foreign currency equivalent
               of any sum payable as a dividend shall be such market rate
               selected by the Directors as they shall consider appropriate
               ruling at the close of business in Dublin on the date which is
               the business day last preceding (a) in the case of a dividend to
               be declared by the Company in general meeting, the date on which
               the Directors publicly announce their intention to recommend that
               specific dividend and (b) in the case of any other dividend, the
               date on which the Directors publicly announce their intention to
               pay that specific dividend.

     109.3.    Where a Holder of Shares has elected or agreed pursuant to
               provision made under these Articles to receive dividends in a
               currency other than US Dollars the Directors may at their
               discretion make such arrangements as they deem necessary to
               enable payment of the dividend to be made to such Holders in such
               currency for value on the date on which the relevant dividend is
               paid, or such later date as the Directors may determine.

                                       61

<PAGE>

110.     Scrip dividends

         The Directors may, if authorised by an ordinary resolution of the
         Company, offer any Holders of Shares the right to elect to receive
         Shares, credited as fully paid, instead of cash in respect of the whole
         (or some part, to be determined by the Directors) of any dividend
         specified by the ordinary resolution. The following provisions shall
         apply (subject always to the provisions of the Acts):

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

         110.2. The entitlement of each Holder of Shares to new Shares shall be
                such that the relevant value of the entitlement shall be as
                nearly as possible equal to (but not greater than) the cash
                amount (disregarding any tax credit) of the dividend that such
                holder elects to forgo. For this purpose, "relevant value" shall
                be calculated by reference to the price at which the Shares are
                quoted or dealt in (whether directly or indirectly by way of
                derivative securities) ex the relevant dividend on NASDAQ or, in
                the event that this shall in the opinion of the Directors, be
                impracticable, in such manner as the Directors may determine,
                taking into account, if appropriate, the price at which any
                recent dealing in the Shares (whether on any of the Stock
                Exchanges or otherwise) took place.

         110.3. On or as soon as practicable after announcing that the Company
                is to declare or recommend any dividend, the Directors, if they
                intend to offer an election in respect of that dividend, shall
                also announce that intention, and shall after determining the
                basis of allotment, if they decide to proceed with the offer,
                notify the Holders of Shares in writing of the right of election
                offered to them and specify the procedure to be followed and
                place at which, and the latest time by which elections must be
                lodged in order to be effective. Any election by a Holder of
                Shares shall be binding on every successor in title to the
                Shares in respect of which the election is made.

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

         110.5. The Directors may exclude from any offer any Holders of Shares
                where the Directors believe that the making of the offer to them
                would or might involve the contravention of the laws of any
                territory or that for any other reason the offer should not be
                made to them.

         110.6. The dividend (or that part of the dividend in respect of which a
                right of election has been offered) shall not be payable on
                Shares in respect of which

                                       62

<PAGE>

               an election has been made ("the elected Shares") and instead
               additional Shares shall be allotted to the holders of the elected
               Shares on the basis of allotment calculated as stated. For such
               purpose the Directors shall capitalise, out of any amount for the
               time being standing to the credit of any reserve or fund
               (including the profit and loss account) whether or not the same
               is available for distribution as the Directors may determine, a
               sum equal to the aggregate nominal amount of the additional
               Shares to be allotted on that basis and apply it in paying up in
               full the appropriate number of unissued Shares for allotment and
               distribution to the holders of the elected Shares on that basis
               and the provisions of Article 122 shall apply mutatis mutandis to
               any capitalisation made pursuant to this Article.

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

     110.8.

                     (a)   The Directors may do all acts and things considered
                           necessary or expedient to give effect to any such
                           capitalisation with full power for the Directors to
                           make such provisions as they think fit in the case of
                           Shares becoming distributable in fractions (including
                           provisions whereby, in whole or in part, the
                           fractional entitlements are disregarded and, the
                           benefit of fractional entitlements accrues to the
                           Company rather than to the Members concerned). The
                           Directors may authorise any person to enter on behalf
                           of all the Members interested into an agreement with
                           the Company providing for such capitalisation and
                           matters incidental thereto and any agreement made
                           under such authority shall be effective and binding
                           on all concerned. The Directors may, in their
                           absolute discretion, if it shall in their opinion
                           seem expedient, suspend or terminate (whether
                           temporarily or otherwise) such right to elect and may
                           do such acts and things considered necessary or
                           expedient with regard to, or in order to effect, any
                           such suspension or termination;

                     (b)   Notwithstanding the foregoing, the Directors may at
                           any time prior to payment of the relevant dividend
                           determine, if it appears to them desirable to do so
                           because of a change in circumstances, that the
                           dividend shall be payable wholly in cash and if they
                           so determine then all elections made shall be
                           disregarded. The relevant dividend may, at the
                           discretion of the Directors, be payable wholly in
                           cash if the Shares of the Company cease to be listed
                           or dealt in on any of the Stock Exchanges or any
                           other recognised stock exchange at any time prior to
                           the due date of issue of the additional Shares or, if

                                       63

<PAGE>

                    such listing is suspended and not reinstated by the date
                    immediately preceding the due date of such issue.

111.     Interim and fixed dividends

         Subject to the provisions of the Acts, the Directors may declare and
         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 declare
         and 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 subject always
         to any restrictions for the time being in force (whether under these
         Articles, under the terms of issue of any Shares or under any agreement
         to which the Company is a party, or otherwise) relating to the
         application, or the priority of application, of the Company's profits
         available for distribution or to the declaration or as the case may be
         the payment of dividends by the Company. Subject as aforesaid, 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.

112.     Payment of dividends

         112.1. 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.
                Subject as aforesaid, all dividends shall be apportioned and
                paid proportionately to the amounts paid or credited as paid 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, such Share shall rank for dividend
                accordingly. For the purposes of this Article, no amount paid on
                a Share in advance of calls shall be treated as paid on a Share.

         112.2. If several persons are registered as joint Holders of any Share,
                any one of them may give effectual receipts for any dividend or
                other moneys payable on or in respect of the Share.

113.     Deductions from dividends

         The Directors may deduct from any dividend or other moneys payable to
         any Member in respect of a Share any moneys presently payable by him to
         the Company in respect of that Share.

                                       64

<PAGE>

114.     Dividends in specie

         A general meeting declaring a dividend may direct, upon the
         recommendation of the Directors, that it shall be satisfied wholly or
         partly by the distribution of assets (and, in particular, of paid up
         Shares, debentures or debenture stock of any other company or in any
         one or more of such ways) and the Directors shall give effect to such
         resolution. Where any difficulty arises in regard to the distribution,
         the Directors may settle the same as they think expedient and in
         particular may issue fractional certificates and fix the value for
         distribution of such specific assets or any part thereof in order to
         adjust the rights of all the parties and may determine that cash
         payments shall be made to any Members upon the footing of the value so
         fixed and may vest any such specific assets in trustees.

115.     Payment of dividends by post

         Any dividend or other moneys payable in respect of any Share may be
         paid by cheque or warrant sent by post, at the risk of the person or
         persons entitled thereto, to the registered address of the Holder or,
         where there are joint Holders, to the registered address of that one of
         the joint Holders who is first named on the Register or to such person
         and to such address as the Holder or joint Holders may in writing
         direct. Every such cheque or warrant shall be made payable to the order
         of the person to whom it is sent and payment of the cheque or warrant
         shall be a good discharge to the Company. 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. The
         Directors may also, in circumstances which they consider appropriate,
         arrange for payment of dividends by electronic funds transfer, bank
         transfer or by any other method selected by the Directors from time to
         time and in such event the debiting of the Company's account in respect
         of the appropriate amount shall be deemed a good discharge of the
         Company's obligations in respect of any payment made by any such
         method.

116.     Dividends not to bear interest

         No dividend or other moneys payable by the Company on or in respect of
         any Shares shall bear interest against the Company unless otherwise
         provided by the rights attached to the Shares.

117.     Payment to Holders on a particular date

         Any resolution declaring a dividend on Shares of any class, whether a
         resolution of the Company in general meeting or a resolution of the
         Directors, may specify that the

                                       65

<PAGE>

         same may be payable to the persons registered as the Holders of such
         Shares at the close of business on a particular date, notwithstanding
         that it may be a date prior to that on which the resolution is passed,
         and thereupon the dividend shall be payable to them in accordance with
         their respective holdings so registered, but without prejudice to the
         rights inter se of transferors and transferees of any such Shares in
         respect of such dividend. The provisions of this Article shall apply,
         mutatis mutandis, to capitalisations to be effected in pursuance of
         these Articles.

118.     Unclaimed dividends

         If the Directors so resolve, any dividend which has remained unclaimed
         for twelve years from the date of its declaration shall be forfeited
         and cease to remain owing by the Company. The payment by the Directors
         of any unclaimed dividend or other moneys payable in respect of a Share
         into a separate account shall not constitute the Company a trustee in
         respect thereof. Any dividend, interest or other sum payable
         which remains unclaimed for one year after having been declared may be
         invested or otherwise made use of by the Directors for the benefit of
         the Company until claimed.

119.     Reserves

         Before recommending any dividend, whether preferential or otherwise,
         the Directors may carry to reserve out of the profits of the Company
         such sums as they think proper. All sums standing to reserve may be
         applied from time to time at the discretion of the Directors for any
         purpose to which the profits of the Company may be properly applied and
         at the like discretion may be either employed in the business of the
         Company or invested in such investments as the Directors may lawfully
         determine. The Directors may divide the reserve into such special funds
         as they think fit and may consolidate into one fund any special funds
         or any parts of any special funds into which the reserve may have been
         divided as they may lawfully determine. Any sum which the Directors may
         carry to reserve out of the unrealised profits of the Company shall not
         be mixed with any reserve to which profits available for distribution
         have been carried. The Directors may also carry forward, without
         placing the same to reserve, any profits which they may think it
         prudent not to divide.

Part XXI - Accounts

120.     Accounts

         120.1. The Directors shall cause to be kept proper books of account,
                whether in the form of documents or otherwise, that:

                                       66

<PAGE>

         120.1.1.  correctly record and explain the transactions of the Company,

         120.1.2.  will at any time enable the financial position of the Company
                   to be determined with reasonable accuracy,

         120.1.3.  will enable the Directors to ensure that any balance sheet,
                   profit and loss account or income and expenditure account of
                   the Company complies with the requirements of the Acts, and

         120.1.4.  will enable the accounts of the Company to be readily and
                   properly audited.

120.2.   The books of account of the Company shall be kept on a continuous and
         consistent basis, that is to say, the entries therein shall be made in
         a timely manner and be consistent from one year to the next.

120.3.   Proper books shall not be deemed to be kept if there are not kept such
         books of account as comply with the Acts and as are necessary to give a
         true and fair view of the state of the Company's affairs and to explain
         its transactions.

120.4.   The books of account shall be kept at the Office or, subject to the
         provisions of the Acts, at such other place as the Directors think fit
         and shall be open at all reasonable times to the inspection of the
         Directors. Subject as aforesaid no member of the Company or other
         person shall have any right of inspecting any account or book or
         document of the Company except as may be conferred by law or ordered by
         a Court of competent jurisdiction or authorised by the Directors.

120.5.   In accordance with the provisions of the Acts, the Directors shall
         cause to be prepared and to be laid before the annual general meeting
         of the Company from time to time such profit and loss accounts, balance
         sheets, group accounts and reports as are required by the Acts to be
         prepared and laid before such meeting.

120.6.   A copy of every balance sheet (including every document required by law
         to be annexed thereto) which is to be laid before the annual general
         meeting of the Company together with a copy of the Directors' report
         and Auditors' report shall be sent, not less than twenty-one Clear Days
         before the date of the annual general meeting, to every person entitled
         under the provisions of the Acts to receive them; and the required
         number of copies of these documents shall be forwarded at the same time
         to the appropriate sections of The Stock Exchanges.

120.7.   Auditors shall be appointed and removed and their duties regulated in
         accordance with the Acts.

                                       67

<PAGE>

Part XXII - Capitalisation of Profits or Reserves

121.     Capitalisation of profits and reserves

         Without prejudice to any powers conferred on the Directors by these
         Articles, the Company in general meeting may resolve, upon the
         recommendation of the Directors, that any sum for the time being
         standing to the credit of any of the Company's reserves (including any
         capital redemption reserve fund or Share premium account) or to the
         credit of the profit and loss account be capitalised and applied on
         behalf of the Members who would have been entitled to receive that sum
         if it had been distributed by way of dividend and in the same
         proportions either in or towards paying up amounts for the time being
         unpaid on any Shares held by them respectively, or in paying up in full
         unissued Shares or debentures of the Company of a nominal amount equal
         to the sum capitalised (such Shares or debentures to be allotted and
         distributed credited as fully paid up to and amongst such Holders in
         the proportions aforesaid) or partly in one way and partly in another,
         so, however, that the only purposes for which such sums standing to the
         credit of the capital redemption reserve fund or the share premium
         account shall be applied shall be those permitted by the Acts.

122.     Capitalisation and use of non-distributable profits and reserves

         Without prejudice to any powers conferred on the Directors as
         aforesaid, the Company in general meeting may resolve, on the
         recommendation of the Directors, that it is desirable to capitalise any
         part of the amount for the time being standing to the credit of any of
         the Company's reserve accounts or to the credit of the profit and loss
         account which is not available for distribution by applying such sum in
         paying up in full unissued Shares to be allotted as fully paid bonus
         Shares to those Members of the Company who would have been entitled to
         that sum if it were distributable and had been distributed by way of
         dividend (and in the same proportions) and the Directors shall give
         effect to such resolution.

123.     Implementation of capitalisation issues

         Whenever such a resolution is passed in pursuance of either of the two
         immediately preceding Articles, the Directors shall make all
         appropriations and applications of the undivided profits resolved to be
         capitalised thereby and all allotments and issues of fully paid Shares
         or debentures, if any, and generally shall do all acts and things
         required to give effect thereto with full power to the Directors to
         make such provisions as they shall think fit for the case of Shares or
         debentures becoming distributable in fractions (and, in particular,
         without prejudice to the generality of the foregoing, either to
         disregard such fractions or to sell the Shares or debentures

                                       68

<PAGE>

         represented by such fractions and distribute the net proceeds of such
         sale to and for the benefit of the Company or to and for the benefit of
         the Members otherwise entitled to such fractions in due proportions)
         and to 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 up, of any
         further Shares or debentures to which they may become entitled on such
         capitalisation or, as the case may require, for the payment up by the
         application thereto of their respective proportions of the profits
         resolved to be capitalised of the amounts remaining unpaid on their
         existing Shares and any agreement made under such authority shall be
         binding on all such Members.

Part XXIII - Notices

124.     Notices in writing

         Subject to Article 98.2 as respects the giving of notices of meetings
         of the Directors, any notice to be given, served or delivered pursuant
         to these Articles shall be in writing.

125.     Service of notices

         125.1.    Subject as provided in Article 125.7, a notice or document
                   (including a Share certificate) to be given, served or
                   delivered in pursuance of these Articles may be given to,
                   served on or delivered to any Member by the Company:

                   125.1.1.  by handing same to him or his authorised agent;

                   125.1.2.  by leaving the same at his registered address; or

                   125.1.3.  by sending the same by the post in a pre-paid cover
                             addressed to him at his registered address.

         125.2.    Where a notice or document is given, served or delivered
                   pursuant to Article 125.1(a) or (b), the giving, service or
                   delivery thereof shall be deemed to have been effected at the
                   time the same was handed to the Member or his authorised
                   agent, or left at his registered address (as the case may
                   be).

         125.3.    Where a notice or document is given, served or delivered
                   pursuant to Article 125.1(c), the giving, service or delivery
                   thereof shall be deemed to have been effected at the
                   expiration of twenty-four hours after the cover containing it
                   was posted. In proving service or delivery it shall be
                   sufficient to prove that such cover was properly addressed,
                   stamped and posted.

                                       69

<PAGE>

     125.4.     Every legal personal representative, committee, receiver,
                curator bonis or other legal curator, assignee in bankruptcy or
                liquidator of a Member shall be bound by a notice given as
                aforesaid if sent to the last registered address of such Member,
                notwithstanding that the Company may have notice of the death,
                lunacy, bankruptcy, liquidation or disability of such Member.

     125.5.     Without prejudice to the provisions of Article 125.1(a) and (b),
                if at any time by reason of the suspension or curtailment of
                postal services within the State, the Company is unable
                effectively to convene a general meeting by notice sent through
                the post, a general meeting may be convened by a notice
                advertised on the same day in at least one leading national
                daily newspaper published in the State (and one national daily
                newspaper published in the United Kingdom and the United States
                of America) and such notice shall be deemed to have been duly
                served on all Members entitled thereto at noon on the day on
                which the said advertisement or advertisements shall appear. In
                any such case the Company shall send confirmatory copies of the
                notice through the post to those Members whose registered
                addresses are outside the State (if or to the extent that in the
                opinion of the Directors it is practical so to do) or are in
                areas of the State unaffected by such suspension or curtailment
                of postal services and if at least ninety-six hours prior to the
                time appointed for the holding of the meeting the posting of
                notices to Members in the State, or any part thereof which was
                previously affected, has become practical in the opinion of the
                Directors, the Directors shall send forthwith confirmatory
                copies of the notice by post to such Members. The accidental
                omission to give any such confirmatory copy of a notice of a
                meeting to, or the non-receipt of any such confirmatory copy by,
                any person entitled to receive the same shall not invalidate the
                proceedings at the meeting.

     125.6.     Notwithstanding anything contained in this Article the Company
                shall not be obliged to take account of or make any
                investigations as to the existence of any suspension or
                curtailment of postal services within or in relation to all or
                any part of any jurisdiction or area other than the State.

     125.7.     The Company shall, notwithstanding the provisions of Article
                125.1 to 125.5, be entitled (but not obliged) in any case where
                it is possible to do so, to serve a notice or notices on any
                particular Holder or Holders by means of telefax, electronic
                mail or other means of communication approved by the Directors;
                in the case of a notice served by telefax, the same shall be
                deemed to have been effected upon the correct answer back having
                been received and in the case of a notice served by electronic
                mail, the same shall be deemed to have been effected when a
                sufficient acknowledgement or receipt shall have been received
                by the Company.

126. Notices to members

                                       70

<PAGE>

         Any Member whose registered address is not within the State, the United
         Kingdom, Germany, the United States of America, the Channel Islands or
         the Isle of Man and who gives to the Company an address within any of
         the above territories at which notices may be served upon him shall be
         entitled to have notices served upon him at that address but unless he
         does so shall not be entitled to receive any notice from the Company.

127.     Service on joint Holders

         A notice may be given by the Company to the joint Holders of a Share by
         giving the notice to the joint Holder whose name stands first in the
         Register in respect of the Share and notice so given shall be
         sufficient notice to all the joint Holders.

128.     Service on transfer or transmission of Shares

         128.1.  Every person who becomes entitled to a Share shall before his
                 name is entered in the Register in respect of the Share, be
                 bound by any notice in respect of that Share which has been
                 duly given to a person from whom he derives his title provided
                 that the provisions of this paragraph shall not apply to any
                 notice served under Article 67 unless, under the provisions of
                 Article 67.3, it is a notice which continues to have effect
                 notwithstanding the registration of a transfer of the Shares to
                 which it relates.

         128.2.  Without prejudice to the provisions of these Articles allowing
                 a meeting to be convened by newspaper advertisement, 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 these
                 Articles for the giving of notice to a Member, addressed to
                 them at the address, if any, supplied by them for that purpose.
                 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.

129.     Signature to notices

         The signature to any notice to be given by the Company may be written
         or printed.

130.     Deemed receipt of notices

         A Member present, either in person or by proxy, at any meeting of the
         Company or 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.

                                       71

<PAGE>

Part XXIV - Winding up

131.     Distribution on winding up

         If the Company shall be wound up and the assets available for
         distribution among the Members as such shall be insufficient to repay
         the whole of the paid up or credited as paid up share capital, such
         assets shall be distributed so that, as nearly as may be, the losses
         shall be borne by the Members in proportion to the capital paid up or
         credited as paid up at the commencement of the winding up on the Shares
         held by them respectively. And if in a winding up the assets available
         for distribution among the Members shall be more than sufficient to
         repay the whole of the share capital paid up or credited as paid up at
         the commencement of the winding up, the excess shall be
         distributed among the Members in proportion to the capital at the
         commencement of the winding up paid up or credited as paid up on the
         said Shares held by them respectively. Provided that this Article shall
         not affect the rights of the Holders of Shares issued upon special
         terms and conditions.

132.     Distribution in specie

         If the Company is wound up, the liquidator, with the sanction of a
         special resolution of the Company and any other sanction required by
         the Acts, may divide among the Members in specie or kind the whole or
         any part of the assets of the Company (whether they shall consist of
         property of the same kind or not) and, for such purpose, may value any
         assets and determine how the division shall be carried out as between
         the Members or different classes of Members. The liquidator, with the
         like sanction, may vest the whole or any part of such assets in
         trustees upon such trusts for the benefit of the contributories as,
         with the like sanction, he determines, but so that no Member shall be
         compelled to accept any assets upon which there is a liability.

Part XXV - Miscellaneous

133.     Minutes of meetings

         The Directors shall cause minutes to be made of the following matters,
         namely:-

         133.1.  of all appointments of officers and committees made by the
                 Directors and of their salary or remuneration;

                                       72

<PAGE>

         133.2.  of the names of Directors present at every meeting of the
                 Directors and of the names of any Directors and of all other
                 members thereof present at every meeting of any committee
                 appointed by the Directors; and

         133.3.  of all resolutions and proceedings of all meetings of the
                 Company and of the Holders of any class of Shares in the
                 Company and of the Directors and of committees appointed by the
                 Directors.

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

134.     Inspection

         The Directors shall determine from time to time whether and to what
         extent and at what times and places and under what conditions or
         regulations the accounts and books of the Company or any of them shall
         be open to the inspection of Members, not being Directors, and no
         Member (not being a Director) shall have any right of inspecting any
         account or book or document of the Company except as conferred by the
         Acts or authorised by the Directors or by the Company in general
         meeting. No Member (not being a Director) shall be entitled to require
         discovery of or any information respecting any detail of the Company's
         business, assets, property, employees, customers or trading, or any
         matter which is or may be in the nature of a trade secret, mystery of
         trade, or secret process which may relate to the conduct of the
         business of the Company and which in the opinion of the Directors it
         would be inexpedient in the interests of the Members of the Company to
         communicate to the public.

135.     Secrecy

         Every officer of the Company or other person employed in the business
         of the Company shall, when required by the Directors before entering
         upon his duties, sign a declaration pledging himself to observe a
         strict secrecy respecting the business of the Company and all
         transactions of the Company with its customers and the state of
         accounts with individuals, and in matters relating thereto and shall by
         such declaration pledge himself not to reveal any of the matters which
         may come to his knowledge in the discharge of his duties, except when
         required to do so by the Directors or by any general meeting or by a
         court of law or by the person to whom such matters relate, and except
         so far as may be necessary in order to comply with any of the
         provisions of these Articles.

136.     Destruction of records

                                       73

<PAGE>

         The Company shall be entitled to destroy all instruments of transfer
         which have been registered at any time after the expiration of six
         years from the date of registration thereof, all notifications of
         change of address at any time after the expiration of two years from
         the date of recording thereof and all Share certificates and dividend
         mandates which have been canceled or ceased to have effect at any time
         after the expiration of one year from the date of such cancellation or
         cessation. It shall be presumed conclusively in favour of the Company
         that every entry in the Register purporting to have been made on the
         basis of an instrument of transfer or other document so destroyed was
         duly and properly made and every instrument duly and properly
         registered and every Share certificate so destroyed was a valid and
         effective document duly and properly cancelled and every other document
         hereinbefore mentioned so destroyed was a valid and effective document
         in accordance with the recorded particulars thereof in the books or
         records of the Company. Provided always that:

         136.1.  the provision aforesaid shall apply only to the destruction of
                 a document in good faith and without notice of any claim
                 (regardless of the parties thereto) to which the document might
                 be relevant;

         136.2.  nothing herein contained shall be construed as imposing upon
                 the Company any liability in respect of the destruction of any
                 document earlier than as aforesaid or in any other
                 circumstances which would not attach to the Company in the
                 absence of this Article; and

         136.3.  references herein to the destruction of any document include
                 references to the disposal thereof in any manner.


137.     Untraced Shareholders

         The Company may sell any Shares in the Company on behalf of a Holder,
         or person entitled by transmission to, the Shares, if:-

         137.1.  the Shares have been in issue throughout the qualifying period
                 and at least three cash dividends have become payable on the
                 Shares during the qualifying period;

         137.2.  no cash dividend payable on the Shares has either been claimed
                 by presentation to the paying bank of the relative cheque or
                 warrant or been satisfied by the crediting of any account which
                 the Holder has with the Company, whether in the sole name of
                 such Holder or jointly with another person or persons, or by
                 the transfer of funds to a bank account designated by the
                 Holder of, or person entitled by transmission to, the Shares at
                 any time during the relevant period;

                                       74

<PAGE>

         137.3.  the Company has not at any time during the relevant period
                 received, so far as the Company at the end of the relevant
                 period is then aware, any communication from the Holder of, or
                 person entitled by transmission to, the Shares;

         137.4.  the Company has caused advertisements giving notice of its
                 intention to sell the Shares to be published in a leading daily
                 newspaper with a national circulation in the State and another
                 in a newspaper circulating in the area of the address shown in
                 the register of the Holder of, or person entitled by
                 transmission to, the untraced Shares, and (in either such case)
                 a period of three months has elapsed from the date of
                 publication of the advertisement; and

         137.5.  the Company has given notice to the relevant departments of The
                 Stock Exchanges of its intention to make the sale.

         For the purposes of this Article:

         "the qualifying period" means the period of twelve years immediately
         preceding the date of publication of the relevant advertisements
         referred to in Article 137.4;

         "the relevant period" means the period beginning at the commencement of
         the qualifying period and ending on the date when all the requirements
         of Article 137.1 to 137.5 have been satisfied.

         For the purposes of Article 137.3 above, a statutory declaration that
         the declarant is a Director of the Company or the secretary and that
         the Company was not aware at the end of the relevant period of having
         at any time during the relevant period received any communication from
         the Holder of, or person entitled by transmission to, the Shares shall
         be conclusive evidence of the facts stated in it as against all persons
         claiming to be entitled to the Shares.

         If, after the publication of the advertisement referred to in Article
         137.4 but before the Company has become entitled to sell the Shares
         pursuant to this Article, the requirements of Article 137.2 or 137.3
         cease to be satisfied, the Company may nevertheless sell those Shares
         after the requirements of Article 137.1 to 137.5 have been satisfied
         afresh in relation to them.

         If during any relevant period further Shares have been issued in right
         of those held at the beginning of that relevant period or of any
         previously so issued during that relevant period and all the
         requirements of Article 137.2 to 137.5 have been satisfied in regard to
         the further Shares, the Company may also sell the further Shares.

         The manner, timing and terms of any sale of Shares pursuant to this
         Article (including but not limited to the price or prices at which the
         same is made) shall be such as the Directors determine, based upon
         advice from such bankers, brokers or

                                       75

<PAGE>

         other persons as the Directors consider appropriate which are consulted
         by it for the purposes, to be reasonably practicable having regard to
         all the circumstances including the number of Shares to be disposed of
         and the requirement that the disposal be made without delay; and the
         Directors shall not be liable to any person for any of the consequences
         of reliance on such advice.

         To give effect to any sale of Shares pursuant to this Article the
         Directors may take such steps as the Directors consider are necessary
         or desirable in order to effect such sale and, for this purpose, may
         authorise some person to transfer the Shares in question and may enter
         the name of the transferee in respect of the transferred Shares in the
         register notwithstanding the absence of any Share certificate being
         lodged in respect thereof and may issue a new certificate to the
         transferee and an instrument of transfer executed by that person or
         such other method of transfer as is employed by this person shall be as
         effective as if it had been executed or employed by the Holder of, or
         person entitled by transmission to, the Shares. The purchaser shall not
         be bound to see to the application of the purchase moneys nor shall his
         title to the Shares be affected by any irregularity or invalidity in
         the proceedings relating to the sale.

         The Company shall account to the Holder or other person entitled to
         such Shares for the net proceeds of such sale by carrying all moneys in
         respect thereof to a separate account which shall be a permanent debt
         of the Company and the Company shall be deemed to be a debtor and not a
         trustee in respect thereof for such Holder or other person. Moneys
         carried to such separate account may be either employed in the business
         of the Company or invested in such investments as the Directors may
         think fit, from time to time.

138.     Indemnity

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

         To the extent permitted by law, the Directors may arrange insurance
         cover at the cost of the Company in respect of any liability, loss or
         expenditure incurred by any Director, officer or the Auditors in
         relation to anything done or alleged to have been done or omitted to be
         done by him or them as Director, officer or Auditors.

                                       76

<PAGE>

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

                Names, Addresses and Descriptions of Subscribers

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


Ms. Grainne Riordan,                 One
189 Tonglegee Road,
Raheny,
Dublin 5.

Secretary

Ms. Pauline Brady,                   One
11 St. Pappins Road,
Glasnevin,
Dublin 1.

Secretary

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

Dated this 3rd day of November, 1986


Witness to the above signatures:


         Ms Catherine Foley,
         Dollard House,
         Wellington Quay,
         Dublin 2.


                                       77