EXHIBIT 4.2

No. 1101386



                         THE COMPANIES ACTS 1948 TO 1989


                            COMPANY LIMITED BY SHARES


                             ARTICLES OF ASSOCIATION

                                       OF

                           DANKA BUSINESS SYSTEMS PLC



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                         THE COMPANIES ACTS 1948 TO 1989


                            COMPANY LIMITED BY SHARES


                             ARTICLES OF ASSOCIATION

                                       OF

                           DANKA BUSINESS SYSTEMS PLC

                    (ADOPTED PURSUANT TO A SPECIAL RESOLUTION
                           PASSED ON 17 DECEMBER 1999)

                                   PRELIMINARY

         1. The regulations contained in Table A in the First Schedule to the
Companies Act 1948, in Table A in the Schedule to the Companies (Tables A to F)
Regulations 1985 and in any Table A applicable to the Company under any former
enactment relating to companies shall not apply to the Company except insofar as
they are repeated or contained in these Articles.

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

                  "these Articles" means these Articles of Association or other
         the articles of association of the Company from time to time in force;

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

                  "clear days" in relation to the period of a notice means that
         period excluding the day when notice is given or deemed to be given and
         the day for which it is given or on which it is to take effect;

                  "the Combined Code" means the principles of good governance
         and code of best practice derived by the Committee on Corporate
         Governance chaired by Sir Ronald Hampel and appended to the Listing
         Rules of the London Stock Exchange;

                  "the Directors" means the Directors for the time being of the
         Company or, as the case may be, the Board of Directors for the time
         being of the Company or the Directors present at a duly convened
         meeting of the Directors or any duly authorised committee at which a
         quorum is present;

                  "dividend" includes bonus;

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

                  "month" means calendar month;

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

                  "paid up" includes credited as paid up;


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                  "the Register" means the Register of Members required to be
         kept by the Statutes;

                  "the Seal" means the common seal of the Company;

                  "Secretary" includes a deputy of assistant secretary, and any
         person appointed by the Directors to perform the duties of the
         Secretary;

                  "the Statutes" means the Companies Act 1985 (as amended by the
         Companies Act 1989), the Companies Act 1989 and every statutory
         modification or re-enactment thereof for the time being in force;

                  "the United Kingdom" means Great Britain and Northern Ireland;

                  "in writing" and "written" includes printing, lithography,
         typewriting, photography, telex, facsimile transmission and other modes
         of representing or reproducing words in visible form or partly one and
         partly another;

                  "year" means calendar year;

                  Words importing the singular number only shall include the
         plural, and vice versa;

                  Words importing the masculine gender only shall include the
         feminine gender;

                  Words importing individuals and words importing persons shall
         include bodies corporate and unincorporated associations;

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

                  The expressions "recognised clearing house" and "recognised
         investment exchange" shall mean any clearing house or investment
         exchange (as the case may be) granted recognition under the Financial
         Services Act 1986.

         A Special or Extraordinary Resolution shall be effective for any
purpose for which an Ordinary Resolution is expressed to be required under any
provision of these Articles.

         Any reference herein to the provisions of any Act shall extend to and
include any amendment or re-enactment of or substitution for the same effected
by any subsequent statute.

         Subject as aforesaid, and unless the context otherwise requires, words
and expressions defined in the Statutes shall bear the same meanings in these
Articles.

         Headings are inserted for convenience only and shall not affect the
construction of these Articles.

                                     SHARES

         3. The authorised capital of the Company as at the date of the adoption
of these Articles as the Articles of Association of the Company is
(pound)6,250,000 and US$500,000 divided into:

         3.1  500,000,000 ordinary shares of 1.25 pence each (the"ORDINARY
              SHARES"); and

         3.2  500,000 6.50% senior convertible participating shares of US$1.00
              each (the "PARTICIPATING SHARES").


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         4. Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares, any share in the Company may
be issued with such preferred, deferred or other special rights or such
restrictions, whether in regard to dividend, voting, return of capital or
otherwise as the Company may from time to time by Ordinary Resolution determine
(or, in the absence of any such determination, as the Directors may determine).
If requisite, the Company shall in accordance with the Statutes within one month
from allotting shares deliver a statement in the prescribed form containing
particulars of special rights.

         5.  Subject to the provisions of the Statutes:

                  (1) any shares may be issued on the terms that they are to be
         redeemed or are liable to be redeemed at the option of the Company or
         the shareholder on such terms and in such manner as may be provided by
         these Articles; and

                  (2) subject to Article 10A(C)(xiii) the Company may purchase
         its own shares (including any redeemable shares) provided that the
         Company shall not purchase its own shares if at the time of such
         purchase there are outstanding any convertible shares of the Company
         which remain capable of being converted, unless such purchase has been
         sanctioned by an Extraordinary Resolution passed at a separate Meeting
         of the holders of each class of such convertible shares in accordance
         with Articles 16 and 17.

         6. The Company shall not give any financial assistance for the
acquisition  of shares in the Company  except and in so far as  permitted by the
Statutes.

         7. The shares of the Company shall not be allotted at a discount and
save as permitted by the Statutes shall not be allotted except as paid up at
least as to one-quarter of their nominal value and the whole of any premium
thereon.

         8. The Company may exercise the powers of paying commissions conferred
by the Statutes to the full extent thereby permitted. The Company may also on
any issue of shares pay such brokerage as may be lawful.

         9.(A) Save as otherwise provided in the Statutes or in these Articles,
         all unissued shares (whether forming part of the original or any
         increased capital) shall be at the disposal of the Directors who may
         (subject to the provisions of the Statutes) allot (with or without
         conferring a right of renunciation), grant options over, offer or
         otherwise deal with or dispose of them to such persons at such times
         and generally on such terms and conditions as they may determine. The
         Directors may at any time after the allotment of any share but before
         any person has been entered in the Register as the holder recognise a
         renunciation thereof by the allottee in favour of some other person and
         may accord to any allottee of a share a right to effect such
         renunciation upon and subject to such terms and conditions as the
         Directors may think fit to impose.

                  (B)(i) Pursuant to and in accordance with Section 80 of the
                  Companies Act 1985 (as amended) the Directors shall be
                  generally and unconditionally authorised to exercise for each
                  Section 80 prescribed period all the powers of the Company to
                  allot relevant securities up to an aggregate nominal amount
                  equal to the Section 80 Amount; and

                           (ii) Pursuant to and within the terms of the said
                  authority the Directors shall be empowered during each Section
                  89 prescribed period to allot equity securities wholly for
                  cash (a) pursuant to a Scrip Dividend Offer; (b) in connection
                  with a rights issue; and (c) otherwise than in connection with
                  a Scrip Dividend Offer or a rights issue up to an aggregate
                  nominal amount equal to the Section 89 Amount as if Section
                  89(1) of the Companies Act 1985 did not apply to such
                  allotment; and

                           (iii) During each Section 80 prescribed period and
                  each Section 89 prescribed period the Company and its
                  Directors by such authority and power may make offers or
                  agreements which would or might require equity securities or
                  other relevant securities to be allotted after the expiry of
                  such period; and

                           (iv)  For the purposes of this Article 9(B):


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                                    (a) "rights issue" means an offer of equity
                           securities open for acceptance for a period fixed by
                           the Directors to holders of equity securities on the
                           register on a fixed record date in proportion to
                           their respective holdings of such securities or in
                           accordance with the rights attached thereto (but
                           subject to such exclusions or other arrangements as
                           the Directors may deem necessary or expedient in
                           relation to fractional entitlements, record dates or
                           legal or practical problems under the laws of, or the
                           requirements of any recognised regulatory body or any
                           stock exchange in any territory or as regards shares
                           held by any approved depositary or otherwise
                           howsoever);

                                    (b)  "Scrip Dividend Offer" has the meaning
                           as ascribed in Article 137 below;

                                    (c) "Section 80 prescribed period" means any
                           period not exceeding 5 years for which the authority
                           conferred under sub-paragraph (1) is renewed by
                           Ordinary or Special Resolution stating the Section 80
                           Amount;

                                    (d) "Section 89 prescribed period" means any
                           period (not exceeding 5 years on any occasion) for
                           which the power conferred under sub-paragraph (ii) is
                           renewed by Special Resolution stating the Section 89
                           Amount;

                                    (e) "the Section 80 Amount" shall for any
                           Section 80 prescribed period be that stated in the
                           relevant Ordinary or Special Resolution;

                                    (f) "the Section 89 Amount" shall for any
                           Section 89 prescribed period be that stated in the
                           relevant Special Resolution;

                                    (g) the nominal amount of any securities
                           shall be taken to be, in the case of rights to
                           subscribe for or to convert any securities into
                           shares of the Company, the nominal amount of such
                           shares which may be allotted pursuant to such rights;
                           and

                                    (h) words and expressions defined in or for
                           the purposes of Part IV of the Companies Act 1985 (as
                           amended) shall bear the same meanings herein.

10A  6.50% SENIOR CONVERTIBLE PARTICIPATING SHARES

(A)  ENCUMBRANCES

         All Participating Shares (including any Participating Shares issued as
a dividend or by way of bonus issue pursuant to Article 10A(C)) shall, when
issued, be free from any option, charge, lien, equity, encumbrance, right of
pre-emption or any other third party rights and free from any taxes and charges
with respect to the issue thereof.

(B)  RANKING

         The Participating Shares shall, with respect to dividend rights and
rights on a return of capital (whether on a liquidation, winding-up, dissolution
or otherwise), on the terms set out in the following provisions of this Article
10A, rank in priority to the Ordinary Shares and each other class of Share
Capital of the Company created after the date of adoption of these Articles
which does not expressly provide that it ranks in priority to or on a par with
the Participating Shares as to dividend rights and rights on a return of capital
(collectively, the "JUNIOR SECURITIES"). The Participating Shares shall, with
respect to dividend rights and rights on a return of capital, rank on a par with
each other class of shares of the Company hereafter created which expressly
provides that it ranks on a par with the Participating Shares as to dividend
rights and rights on a return of capital (collectively, the "PARITY
SECURITIES"); PROVIDED, that any such securities not issued in accordance with
Article 10A(D)(iv) hereof shall be deemed to be Junior Securities. The
Participating Shares shall, with respect to dividend rights and rights on a
return of capital, rank junior to each class of shares of the Company hereafter
created which expressly provides that it ranks in priority to the Participating


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Shares as to dividend rights and rights on a return of capital (collectively,
the "SENIOR SECURITIES"); PROVIDED, that any such securities not issued in
accordance with Article 10A(D)(iv) hereof shall be deemed to be Junior
Securities.


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(C)  DIVIDENDS

                  (i) For each Dividend Period (as defined below), the holders
         of Participating Shares shall be entitled to receive with respect to
         their holdings of Participating Shares, in priority to the transfer of
         any sum to reserves or any rights of holders of Junior Securities, out
         of the distributable profits of the Company legally available therefor,
         cumulative preferential dividends calculated based on the then
         effective Liquidation Return per Participating Share at a rate per
         annum equal to the greater of (i) the Stated Dividend Rate and (ii) the
         Ordinary Share Equivalent Rate with respect to such Dividend Period.

                  (ii) In the period prior to the fifth anniversary of the Issue
         Date (as defined below) the Company's obligations to pay dividends on
         the Participating Shares pursuant to Article 10A(C)(i) above (including
         in respect of all accumulated and unpaid dividends) shall be satisfied
         solely by the issue to the holders of the Participating Shares of
         additional Participating Shares, credited as fully paid up for cash, as
         provided below. In the period commencing on the fifth anniversary of
         the Issue Date, dividends in respect of the Participating Shares
         (including all accumulated and unpaid dividends in respect of prior
         Dividend Periods which are payable in such period) shall be payable in
         cash; PROVIDED, that the Company's obligations to pay dividends on the
         Participating Shares pursuant to Article 10A(C)(i) above in such period
         shall be satisfied by the issue to the holders of the Participating
         Shares of additional Participating Shares, credited as fully paid up
         for cash, to the extent that the terms of the Company's then existing
         principal indebtedness (whether under its principal bank credit
         facilities or pursuant to debt securities issued in an aggregate
         principal amount in excess of U.S.$50 million in a bona fide
         underwritten public or bona fide private offering) prohibits the
         payments of such dividends in cash. The number of Participating Shares
         to be issued to the holders of Participating Shares when dividends are
         to be satisfied by the issue of Participating Shares shall equal the
         amount of the dividend expressed in cash divided by the then effective
         Liquidation Return per Participating Share, rounded down to the nearest
         full share after taking into account all Participating Shares owned by
         the holder thereof. If dividends are to be satisfied by the issue of
         Participating Shares in accordance with this Article 10A(C)(ii), the
         holders of the Participating Shares shall be deemed to have irrevocably
         authorised and instructed the Directors to apply the dividend payable
         to such holders in subscribing in cash for such Participating Shares
         and the Company irrevocably undertakes to apply the same in accordance
         with such instructions.

                  (iii) Dividends shall be payable in arrears on each February
         15, May 15, August 15 and November 15, unless such day is not a
         Business Day, in which event dividends shall be payable on the next
         succeeding Business Day (each such date being hereinafter referred to
         as a "DIVIDEND PAYMENT DATE"), commencing on the first Dividend Payment
         Date in respect of Participating Shares which is at least seven days
         after the issuance thereof. For Participating Shares issued on the
         original issue date of the Participating Shares in accordance with
         these Articles (the "ISSUE DATE"), the first dividend payment shall be
         for the period from and including the Issue Date up to but excluding
         the date of the first Dividend Payment Date, and each dividend payment
         thereafter shall be for the period from and including the most recent
         Dividend Payment Date to but excluding the first Dividend Payment Date
         thereafter. For Participating Shares issued subsequent to the Issue
         Date, the first dividend payment shall be for the period from and
         including the date of issuance thereof to but excluding the date of the
         first Dividend Payment Date thereafter, and each dividend payment
         thereafter shall be for the period from and including the most recent
         Dividend Payment Date to but excluding the first Dividend Payment Date
         thereafter. Each quarterly period beginning on February 16, May 16,
         August 16 and November 16 in each year and ending on and including the
         day next preceding the first day of the next such quarterly period
         shall be a "DIVIDEND PERIOD". The amount of dividends payable for each
         full Dividend Period shall be computed by dividing the applicable
         dividend rate per annum by four. Dividends (or amounts equal to
         accumulated and unpaid dividends) payable on Participating Shares for
         any period less than a full quarterly Dividend Period will be computed
         on the basis of a 360-day year of twelve 30-day months and the actual
         number of days elapsed in any period less than one month. The record
         date for determination of holders of Participating Shares entitled to
         receive payment of a dividend or distribution thereon shall be, with
         respect to the dividend payable on February 15, May 15, August 15 and
         November 15 of each year, the preceding January 15, April 15, July 15
         and October 15, respectively, or such other record date as may be fixed
         by the Directors from time to time, which other record date shall be no
         less than 30 and no more than 60 calendar days prior to the relevant
         Dividend Payment Date. Dividends and distributions shall be payable to
         holders of record as they shall appear on the records of the Company on
         the applicable record date.


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                  (iv) When the Company's dividend obligations are to be
         satisfied by the issue of Participating Shares in accordance with
         Article 10A(C)(ii) above (whether prior to the fifth anniversary of the
         Issue Date or thereafter), then to the extent that the Company has
         insufficient distributable profits legally available in accordance with
         the Statutes for the payment of such dividends on any Dividend Payment
         Date, the Company shall (to the extent that it has reserves or sums in
         its share premium account legally available therefor in accordance with
         the Statutes) issue to the holders of the Participating Shares, by way
         of bonus issue, additional Participating Shares, except to the extent
         prohibited by the Company's then existing indebtedness (whether under
         its principal bank credit facilities or pursuant to debt securities
         issued in an aggregate principal amount in excess of US$50 million in a
         bona fide underwritten public or bona fide private offering). The
         number of additional Participating Shares to be so issued and the
         rights and obligations attaching thereto shall be the same as if the
         Company had issued such Participating Shares as a dividend in
         accordance with Article 10A(C)(ii). Any Participating Shares issued by
         way of a bonus issue under this Article 10A(C)(iv) shall be in lieu of
         dividends and the provisions of this Article 10A shall apply as if such
         Participating Shares had been issued as dividends. The rights to
         receive Participating Shares by way of bonus issue pursuant to this
         Article 10A(C)(iv) shall accrue to the holders of the Participating
         Shares and not to any other holder of Share Capital.

                  (v) The cash equivalent of dividends on account of arrears in
         respect of each Participating Share for any particular Dividend Period
         in which dividends were not paid or a bonus issue was not made on the
         applicable Dividend Payment Date (including, without limitation, as a
         result of the Company not having available sufficient distributable
         profits, reserves or sums in its share premium account available for a
         bonus issue, or as a result of the rounding down of the number of
         Participating Shares issuable in the payment of dividends as provided
         above in Article 10A(C)(ii)) shall be automatically added to the then
         effective Liquidation Return on the relevant Dividend Payment Date. Any
         amounts so added to the then effective Liquidation Return in respect of
         such Participating Share shall be subject to reduction as provided
         below in Article 10A(C)(vi).

                  (vi) To the extent the Company has profits or reserves legally
         available for distribution, an amount equal to accumulated and unpaid
         dividends for any past Dividend Period may be declared by the Directors
         and paid as a dividend (in Participating Shares or cash, as the case
         may be, as provided above in Article 10A(C)(ii)) or by way of a bonus
         issue in lieu of such dividend in accordance with Article 10A(C)(iv) on
         any subsequent Dividend Payment Date to all holders of Participating
         Shares of record on the record date for such subsequent Dividend
         Payment Date (including, without limitation, holders of Participating
         Shares issued after the record date for the Dividend Payment Date for
         such past Dividend Period). Each such payment shall automatically
         reduce the then effective Liquidation Return by an amount equal to the
         aggregate amount of such payment divided by the total number of
         Participating Shares outstanding on such record date for such
         subsequent Dividend Payment Date; PROVIDED, HOWEVER, that the
         Liquidation Return shall not be reduced below U.S.$1,000 per share.

                  (vii) Dividends on the Participating Shares shall accumulate
         on a daily basis. Dividends shall cease to accumulate in respect of
         Participating Shares on the date of actual conversion or redemption
         thereof. The amount of the dividend due on each Dividend Payment Date
         shall, subject to Article 10A(C)(iv), be paid out of the profits of the
         Company available for distribution in accordance with the Statutes,
         without the need for any resolution of the Directors or of the Members
         in General Meeting.

                  (viii) To the extent that the Company is legally permitted to
         do so but save where a majority of the Directors decides bona fide that
         to do so would be materially prejudicial to the business of any
         subsidiary undertaking, the Company shall use its best efforts to
         procure the distribution to the Company by its subsidiary undertakings
         in respect of each financial year by way of dividend or otherwise
         (except by the reduction of capital or own-share purchase) of
         sufficient of the profits, if any, of its subsidiary undertakings to
         enable the Company to pay the dividends on the Participating Shares.

                  (ix) Dividends paid on the Participating Shares in an amount
         less than the total amount of such dividends at the time accumulated
         and payable on such shares shall be allocated pro rata on a
         share-by-share basis among all such


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         shares at the time outstanding, and any remainder not paid as provided
         above in respect of each Participating Share shall be added to the
         Liquidation Return as provided above in Article 10A(C)(v) hereof.

                  (x) As long as any Participating Shares are outstanding, no
         dividends or other distributions (other than dividends or other
         distributions payable in shares of, or warrants, rights or options
         exercisable for or convertible into shares of, Junior Securities and
         cash in lieu of fractional shares of such Junior Securities in
         connection with any such dividends) will be paid on any Junior
         Securities unless:

                           (a) full cumulative dividends on all outstanding
                  Participating Shares and any outstanding Parity Securities
                  have been paid, or declared and set aside for payment, for all
                  Dividend Periods terminating on or prior to the payment date
                  of such dividend or distribution and for the current Dividend
                  Period;

                           (b) the Company has paid or set aside all amounts, if
                  any, then or theretofore required to be paid or set aside for
                  all redemption reserves, if any, for any outstanding
                  Participating Shares or Parity Securities; and

                           (c) the Company is not in default of any of its
                  obligations  to redeem any  outstanding Participating Shares
                  or Parity Securities.

                  (xi) As long as any Participating Shares are outstanding, no
         Junior Securities may be purchased, redeemed or otherwise acquired by
         the Company or any of its subsidiaries (except in connection with a
         reclassification or exchange of any Junior Securities through the
         issuance of shares of, or warrants, rights or options exercisable for
         or convertible into shares of, other Junior Securities (and cash in
         lieu of fractional shares of such Junior Securities in connection
         therewith) or the purchase, redemption or other acquisition of any
         Junior Securities with any shares of, or warrants, rights or options
         exercisable for or convertible into shares of, other Junior Securities
         (and cash in lieu of fractional shares of such Junior Securities in
         connection therewith)), nor may any funds be set aside or made
         available for any redemption reserve for the purchase or redemption of
         any Junior Securities.

                  (xii) As long as any Participating Shares are outstanding, no
         dividends or other distributions (other than dividends or other
         distributions payable in shares of, or warrants, rights or options
         exercisable for or convertible into shares of, Junior Securities and
         cash in lieu of fractional shares of such Junior Securities in
         connection with any such dividends) will be paid on any Parity
         Securities unless such dividends or other distributions are declared
         and paid pro rata so that the amounts of any such dividends or other
         distributions declared and paid per share on outstanding Participating
         Shares and each other share of such Parity Securities will in all cases
         bear to each other the same ratio that the then effective Liquidation
         Return per share of outstanding Participating Shares and the amount
         payable per share of such other outstanding shares of Parity Securities
         on a solvent winding up of the Company bear to each other.

                  (xiii) As long as any Participating Shares are outstanding, no
         Parity Securities may be purchased, redeemed or otherwise acquired by
         the Company or any of its subsidiaries (except with shares of, or
         warrants, rights or options exercisable for or convertible into shares
         of, Junior Securities and cash in lieu of fractional shares of such
         Junior Securities in connection therewith) unless the Participating
         Shares and such Parity Securities are purchased, redeemed or otherwise
         acquired pro rata so that the Fair Market Value of the consideration
         applied to the purchase, redemption or other acquisition of each
         Participating Share and each share of such Parity Securities will in
         all cases bear to each other the same ratio that the then effective
         Liquidation Return per outstanding Participating Share and the amount
         payable per share of such other outstanding Parity Securities on a
         solvent winding up of the Company bear to each other.

                  (xiv) As long as any Participating Shares are outstanding, no
         resolution to reduce the Company's issued share capital or any uncalled
         liability thereon shall be effective unless such resolution is
         sanctioned by an extraordinary resolution of the holders of the
         Participating Shares held at a separate meeting of such holders.

                  (xv) Subject to the provisions described above in this Article
         10A(C), such dividends or other distributions (payable in cash,
         property or Junior Securities) as may be determined from time to time
         by the Directors may be declared and paid on the shares of any Junior
         Securities and/or Parity Securities and from time to time Junior
         Securities

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         and/or Parity Securities may be purchased, redeemed or otherwise
         acquired by the Company or any of its subsidiaries. In the event of
         the declaration and payment of any such dividends or other
         distributions, the holders of such Junior Securities and/or Parity
         Securities, as the case may be, will be entitled, to the exclusion of
         holders of any outstanding Participating Shares, to share therein
         according to their respective interests.



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(D)  VOTING RIGHTS

                  (i) The holders of the Participating Shares (in addition to
         their rights set forth in this Article 10A(D) and otherwise provided by
         applicable law) shall be entitled from time to time to such number of
         votes for each Participating Share held as equals the number of
         Ordinary Shares into which such Participating Share is convertible on
         the record date set for determining the persons entitled to vote on any
         matter and shall, if they shall exercise such entitlement, vote
         together with the holders of the Ordinary Shares (and any other class
         or series of Share Capital, if any, similarly entitled to vote), as a
         single class, on all matters to be voted on by holders of the Ordinary
         Shares. Notwithstanding the preceding sentence, the aggregate voting
         rights attaching to the Participating Shares held by Cypress and
         Affiliates of Cypress shall in no circumstances exceed 29.99% of all
         voting rights from time to time exercisable by the Members of the
         Company in General Meeting. If the voting rights attaching to the
         Participating Shares held by Cypress and Affiliates of Cypress when
         calculated in accordance with this Article 10A(D)(i) exceed 29.99%,
         then the aggregate voting rights of the Participating Shares held by
         Cypress and Affiliates of Cypress shall be deemed to be 29.99%, and
         such voting rights shall be exercisable by Cypress (if it is a holder
         of Participating Shares) and Affiliates of Cypress that are holders of
         Participating Shares on a pro rata basis according to the number of
         issued Participating Shares held by each such holder.

                  (ii) In addition to the voting rights set forth in Article
         10A(D)(i), holders of the Participating Shares shall be entitled to
         vote as a separate class on matters which require (under these Articles
         or applicable law) a separate class vote of the Participating Shares
         and shall have such other voting rights as are set forth in this
         Article 10A(D).

                  (iii)  If at any time:

                           (a) the Company shall have failed to redeem any
                  outstanding Participating Shares in accordance with these
                  Articles; or

                           (b) dividends payable in cash on Participating Shares
                  as provided in Article 10A(C)(ii) hereof (i.e., dividends
                  payable in the period commencing on the fifth anniversary of
                  the Issue Date) have not been paid in full in cash for six
                  consecutive Dividend Periods regardless of whether or not the
                  Company shall have paid dividends in additional Participating
                  Shares pursuant to the proviso in the second sentence of
                  Article 10A(C)(ii) hereof, or by way of bonus issue pursuant
                  to Article 10A(C)(iv) hereof,

                  thereafter and until, in the case of Article 10A(D)(iii)(a)
                  above, the date that the Company shall have fulfilled its
                  redemption obligations or, in the case of Article
                  10A(D)(iii)(b) above, until the date that all accumulated and
                  unpaid dividends payable as provided in Article 10A(C)(ii)
                  hereof (i.e., dividends payable on and after the fifth
                  anniversary of the Issue Date), whether or not declared, on
                  the outstanding Participating Shares shall have been paid in
                  full and the Company shall have paid dividends in full in cash
                  for four additional consecutive fiscal quarters thereafter,
                  the number of Directors then constituting the Board of
                  Directors of the Company shall be increased by two and the
                  holders of Participating Shares, acting as a class, shall be
                  entitled to elect the two additional Directors to serve on the
                  Board of Directors by majority vote at a class meeting of the
                  holders of the Participating Shares to be held immediately
                  prior to any annual meeting of shareholders or extraordinary
                  meeting held in place thereof, or by majority vote at an
                  extraordinary meeting of the holders of the Participating
                  Shares called as hereinafter provided, or by majority vote of
                  the holders of the Participating Shares as set forth in a
                  written document signed by all such holders. The remaining
                  Directors of the Company shall be elected by the classes of
                  Share Capital, including the Participating Shares, entitled to
                  vote therefor, voting together, at each meeting of
                  shareholders held for the purpose of electing Directors, all
                  in accordance with the terms and procedures set forth in these
                  Articles. As soon as, in the case of Article 10A(D)(iii)(a)
                  above, the Company shall have fulfilled its redemption
                  obligation and, in the case of Article 10A(D)(iii)(b) above,
                  all accumulated and unpaid dividends payable as provided in
                  Article 10A(C)(ii) hereof, whether or not declared, on the
                  outstanding Participating Shares shall have been paid in full
                  and the Company shall have paid dividends in full in cash for
                  four additional consecutive fiscal quarters thereafter, then
                  the right of the holders of the Participating Shares to elect
                  such additional Directors pursuant to this Article 10A(D)(iii)
                  shall


                                       10

<PAGE>

                  immediately cease, the term of office of any person elected
                  as Director by the holders of the Participating Shares shall
                  forthwith terminate (and the holders of the Participating
                  Shareholders shall take all steps necessary to procure the
                  resignation of such Directors) and the number of Directors
                  comprising the board of Directors shall be reduced
                  accordingly. At any time after voting power to elect a
                  Director shall have become vested and be continuing in the
                  holders of Participating Shares pursuant to this Article
                  10A(D)(iii) or if a vacancy shall exist in the office of a
                  Director elected by the holders of Participating Shares, the
                  Directors may, and upon the written request of the holders of
                  record of at least 25% of the Participating Shares then
                  outstanding addressed to the Secretary of the Company shall,
                  call an extraordinary meeting of the holders of Participating
                  Shares, for the purpose of electing the Directors which such
                  holders are entitled to elect. If such meeting shall not be
                  called by the Directors within 20 days after personal service
                  of written request upon the Secretary of the Company, or
                  within 20 days after mailing the same by a reputable overnight
                  air courier service, addressed to the Secretary of the Company
                  at its principal executive offices, then the holders of at
                  least 25% of the outstanding Participating Shares may
                  designate in writing one of their number to call such meeting
                  at the expense of the Company. Such meeting may be called by
                  the person so designated, or the Directors (as the case may
                  be) upon the notice required for the Annual General Meeting of
                  shareholders of the Company and shall be held at the place for
                  holding the Annual General Meeting of shareholders. Any holder
                  of Participating Shares so designated shall have, and the
                  Company shall provide, access to the lists of shareholders to
                  be called pursuant to the provisions hereof. The rights of the
                  holders of the Participating Shares to elect two additional
                  Directors pursuant to this Article 10A(D)(iii) shall be in
                  addition to the right to appoint Directors set forth in
                  Article 10A(H) hereof.

                  (iv) As long as any Participating Shares are outstanding,
         subject to applicable law, the Company shall not, without consent of
         the holders of at least a majority of the number of Participating
         Shares at the time outstanding, voting as a single class, given in
         person or by proxy, either in writing or by vote at an extraordinary
         meeting of that class called for the purpose:

                           (a) increase the number of authorized Participating
                  Shares or issue any additional Participating Shares, other
                  than as contemplated by the terms of the Participating Shares;

                           (b) amend or modify the relative rights, powers,
                  preferences or limitations of the Participating Shares or
                  amend, alter or repeal any of the provisions of the Company's
                  Memorandum of Association or these Articles so as to eliminate
                  the Participating Shares or otherwise affect adversely the
                  relative rights, powers, preferences or limitations of the
                  holders of Participating Shares; or

                           (c) other than Participating Shares, create,
                  authorize, issue or permit to exist any class of Share Capital
                  or series of preferred shares that ranks as Senior Securities
                  or Parity Securities with respect to the Participating Shares,
                  or reclassify any class or series of any Junior Securities
                  into Senior Securities or Parity Securities or reclassify any
                  class or series of any Parity Securities into Senior
                  Securities, or authorize any securities exchangeable for,
                  convertible into or evidencing the right to purchase any such
                  class or series of Senior Securities or Parity Securities.

                  (v) The holders of the Participating Shares shall be entitled
         to relinquish their rights to the tax gross-up provided for in Article
         10A(I) at an extraordinary meeting of the holders of the Participating
         Shares duly convened on 14 days notice. If the holders of the
         Participating Shares present in person or by proxy at such meeting
         resolve by majority vote to relinquish such tax gross-up rights, the
         Participating Shares shall thereafter have no such rights and the
         Company shall not have the right to redeem the Participating Shares in
         accordance with Article 10A(E)(iv).

(E)  REDEMPTION

                  (i) Subject to the provisions of the Statutes and these
         Articles, the Company may redeem the Participating Shares and make
         payment in respect of the Participating Shares in accordance with the
         Statutes whether out of its distributable profits or out of the
         proceeds of a fresh issue of shares made for the purposes of such
         redemption or


                                       11

<PAGE>

         otherwise. For the purposes of any redemption under Articles 10A(E)(v)
         or 10A(E)(vii), the Company shall use its best efforts to complete a
         fresh issue of shares (taking into account then prevailing market
         conditions and other factors deemed reasonable by a majority of the
         Directors) if and to the extent that the Company does not have
         sufficient distributable profits to make such redemption without such a
         fresh share issue, but save to the extent that such fresh issue is
         prohibited by the Company's then existing indebtedness (whether under
         its principal bank credit facilities or pursuant to debt securities
         issued in an aggregate principal amount in excess of U.S.$50 million in
         a bona fide underwritten public offering or bona fide private
         offering).

                  (ii) The Company shall not have the right to redeem the
         Participating Shares prior to the fourth anniversary of the Issue Date,
         except in the limited circumstances set forth in Articles 10A(E)(iv).

                  (iii) On and after the fourth anniversary of the Issue Date
         and prior to the eleventh anniversary of the Issue Date, the Company
         shall have the right to redeem the Participating Shares, in whole but
         not in part, at a redemption price per share in cash equal to the
         greater of:

                           (a) the amount set forth below (expressed as a
                  percentage of the then effective Liquidation Return), if
                  redeemed during the twelve-month period beginning on the
                  anniversary of the Issue Date in the years indicated below:

                                                            PERCENTAGE OF
                                                           THEN EFFECTIVE
YEAR                                                     LIQUIDATION RETURN
----                                                     ------------------

2003 ...............................................         103.250%
2004 ...............................................         102.167
2005 ...............................................         101.083
2006 and thereafter ................................         100.000; and

                           (b) the aggregate Market Value of the Ordinary Shares
                  into which such Participating Shares are convertible (in
                  accordance with Article 10A(F)) on the date of redemption,

         in each case plus accumulated and unpaid dividends for the period from
         and including the most recent Dividend Payment Date through and
         including the date of redemption. Notwithstanding the preceding
         sentence, the Company may, at its option (exercisable by resolution of
         the Directors), elect to cause the Participating Shares to be converted
         (in lieu of redemption in cash at the price referred to in Article
         10A(E)(iii)(b)) into such number of Ordinary Shares as are issuable
         upon conversion of the relevant Participating Shares on the date fixed
         for redemption (the number of Ordinary Shares issuable on conversion
         being calculated in accordance with Article 10A(F)(ii)).

                  (iv) Prior to the fourth anniversary of the Issue Date, the
         Company shall have the right to redeem the Participating Shares, in
         whole but not in part, at the same redemption price applicable for
         redemptions during the twelve-month period beginning on the anniversary
         of the Issue Date in 2003 (as set forth in Article 10A(E)(iii)), but
         only in the event that the Company has or will become obliged to pay
         Additional Amounts in respect of the Participating Shares under the
         provisions of Article 10A(I) at a rate of withholding or deduction in
         excess of 7.5% of the amounts otherwise payable but for such Article
         10A(I) as a result of any change in, or amendment to, the laws (or any
         rules, regulations or ruling promulgated thereunder) of the United
         Kingdom, which change or amendment becomes effective after the Issue
         Date. Prior to the giving of any notice of redemption of the
         Participating Shares under this Article 10A(E)(iv), the Company will
         deliver to the holders of the Participating Shares (a) a certificate,
         executed by the Company's chief financial officer, stating that the
         Company is entitled to effect such redemption pursuant to this Article
         10A(E)(iv) and setting forth in reasonable detail a statement of facts
         showing that the conditions precedent to the right of the Company so to
         redeem have occurred; and (b) a written opinion of independent English
         legal advisors, of recognised standing, to the effect that the Company
         has or will become obliged to pay such Additional Amounts as a result
         of such change or amendment. Notwithstanding the preceding sentences of
         this Article 10A(E)(iv), the Company shall not have any rights to
         redeem the Participating Shares pursuant to this Article 10A(E)(iv) in
         the event that the


                                       12

<PAGE>

         holders of the Participating Shares vote pursuant to Article 10A(D)(v)
         to relinquish their rights to the tax gross-up provided for in Article
         10A(I).

                  (v) Subject to the Statutes, on the eleventh anniversary of
         the Issue Date (or as soon thereafter as the Company is permitted by
         the Statutes), the Company shall redeem all outstanding Participating
         Shares or, failing which, the maximum number of outstanding
         Participating Shares that can lawfully be so redeemed in accordance
         with the Statutes on such date, if any, at a redemption price per share
         in cash equal to the greater of (a) the then effective per share
         Liquidation Return and (b) the aggregate Market Value of the Ordinary
         Shares into which such Participating Shares are convertible (in
         accordance with Article 10A(F)) on the date of redemption, in each case
         plus accumulated and unpaid dividends for the period from and including
         the most recent Dividend Payment Date through and including the date of
         redemption. Notwithstanding the previous sentence, the Company may, at
         its option (exercisable by resolution of the Directors), elect to cause
         the Participating Shares to be converted (in lieu of redemption in cash
         at the price referred to in Article 10A(E)(v)(b)) into such number of
         Ordinary Shares as are issuable upon conversion of the relevant
         Participating Shares on the date fixed for redemption (the number of
         Ordinary Shares issuable on conversion being calculated in accordance
         with Article 10A(F)(ii)). In case the Company is unable to so redeem
         all outstanding Participating Shares on the eleventh anniversary of the
         Issue Date, it shall do so pro rata on a share-by-share basis among the
         holders of all such Participating Shares.

                  (vi) A notice to redeem the Participating Shares pursuant to
         Article 10A(E)(iii), 10A(E)(iv) or 10A(E)(v) hereof (the "REDEMPTION
         NOTICE") shall be sent by or on behalf of the Company, by a reputable
         overnight air courier service, to holders of record of Participating
         Shares at their respective addresses as they shall appear on the
         records of the Company, not less than 30 days nor more than 60 days
         prior to the date fixed for redemption:

                           (a) notifying such holders of the election of the
                  Company to redeem such shares, the number of shares to be
                  redeemed, and of the date fixed for redemption;

                           (b) stating that the Participating Shares may be
                  converted in accordance with Article 10A(F) hereof, until the
                  close of business (London time) on the Business Day prior to
                  the date of redemption by surrendering to the Company or the
                  registrar (who shall act as transfer agent for the
                  Participating Shares) the certificate or certificates for the
                  shares to be converted, accompanied by written notice
                  specifying the number of shares to be converted, and stating
                  the name and address of the registrar;

                           (c) stating the place or places at which the shares
                  called for redemption shall, upon presentation and surrender
                  of the certificates evidencing such shares, be redeemed, and
                  the redemption price to be paid therefor; and

                           (d) stating that dividends shall cease to accumulate
                  on the date of redemption unless the Company defaults in the
                  payment of the redemption price.

                  (vii)(a) Subject to the provisions of the Statutes, in the
         event of any Change of Control, each holder of the Participating Shares
         shall have the right, at such holder's option, subject to the terms and
         conditions hereof, to require the Company to redeem its Participating
         Shares, in whole or in part, on a Business Day that is no earlier than
         30 days nor later than 60 days after the occurrence of such Change of
         Control (the "CHANGE OF CONTROL REPURCHASE DATE") at a redemption price
         per Participating Share in cash equal to the greater of (1) 101% of the
         then effective per share Liquidation Return and (2) the aggregate
         Market Value of the Ordinary Shares into which such Participating
         Shares are convertible (in accordance with Article 10A(F)) on the date
         of redemption, in each case plus accumulated and unpaid dividends in
         respect of each Participating Share being redeemed for the period from
         the most recent Dividend Payment Date through and including the date of
         redemption, plus the sum of any remaining dividend payments that would
         have otherwise been payable on such Participating Shares (assuming that
         the Stated Dividend Rate would have been the applicable rate throughout
         such period) up to and including the date which is three and one-half
         years after the Issue Date (the "CHANGE OF CONTROL REPURCHASE PRICE").
         Notwithstanding the preceding sentence, the Company may, at its option
         (exercisable by resolution of the Directors), elect to cause the
         Participating Shares to be converted (in lieu of


                                       13

<PAGE>

         redemption in cash at the price referred to in Article 10A(E)(vii)(a)
         (2)) into such number of Ordinary Shares as are issuable upon
         conversion of the relevant Participating Shares on the date fixed for
         redemption (the number of Ordinary Shares issuable on conversion being
         calculated in accordance with Article 10A(F)(ii)), except that the
         Company shall pay in cash such sum of any remaining dividend payments
         referred to in the preceding sentence.

                           (b) In the event of any Change of Control, each
                  holder of Participating Shares may, alternatively, convert its
                  Participating Shares, in whole or in part, into Ordinary
                  Shares in accordance with Article 10A(F) and, if converted
                  after such Change of Control but prior to or at the close of
                  business on the 60th day after the Change of Control Notice,
                  subject to the provisions of the Statutes, such holder shall
                  receive on the date of conversion an additional cash payment
                  equal to the sum of any remaining dividend payments that would
                  have otherwise been payable on such converted Participating
                  Shares (assuming that the Stated Dividend Rate would have been
                  the applicable rate throughout such period) through and
                  including the date which is three and one-half years after the
                  Issue Date (the "ADDITIONAL CHANGE OF CONTROL PAYMENT").

                           (c) If the Company is unable lawfully to redeem in
                  accordance with the Statutes all Participating Shares as to
                  which holders have, at their option, required the Company to
                  redeem in accordance with Article 10A(E)(vii)(a), then it
                  shall do so pro rata on a share-by-share basis among all such
                  shares of the relevant holders. Similarly, if the Company is
                  unable lawfully to pay any Additional Change of Control
                  Payment set forth in Article 10A(E)(vii)(b), then it shall do
                  so pro rata on a share-by-share basis among all such shares of
                  the relevant holders. For purposes of the preceding two
                  sentences, the redemption of Participating Shares pursuant to
                  Article 10(E)(vii)(a) shall have priority over the payment of
                  any Additional Change of Control Payment pursuant to Article
                  10A(E)(vii)(b).

                           (d) Notwithstanding Articles 10A(E)(vii)(a) or
                  10A(E)(vii)(b), to the extent that the Company is prohibited
                  by the Statutes from paying the Change of Control Repurchase
                  Price set forth in Article 10A(E)(vii)(a) and/or any
                  Additional Change of Control Payment set forth in Article
                  10A(E)(vii)(b) to the relevant holder of any Participating
                  Share, respectively, then the Change of Control Adjustment
                  Amount, if applicable, shall be added to the Liquidation
                  Return of each such Participating Share that will not be
                  redeemed or converted in accordance with such Articles and
                  each such Participating Share not so redeemed or converted
                  shall remain outstanding after any corresponding Change of
                  Control Repurchase Date and/or the 60th day after the
                  corresponding Change of Control Notice, as the case may be.

                           (e) The Company shall comply with the requirements of
                  Rule 14e-1 under the U.S. Securities Exchange Act of 1934 and
                  any other securities laws and regulations to the extent such
                  Rule and such laws and regulations are applicable in
                  connection with the redemption of Participating Shares as a
                  result of a Change of Control in accordance with Article
                  10A(E)(vii)(a).

                           (f) The Company shall not be required to redeem
                  Participating Shares in the event of the occurrence of a
                  Change of Control in accordance with Article 10A(E)(vii)(a) if
                  any other Person acquires all Participating Shares in respect
                  of which a Change of Control Repurchase Notice has been
                  validly tendered and not withdrawn in the manner and at the
                  times required by, and otherwise in compliance with, Article
                  10A(E)(ix) and Article 10A(E)(x).

                  (viii) A notice of a Change of Control (the "CHANGE OF CONTROL
         NOTICE") shall be sent by or on behalf of the Company, by a reputable
         overnight air courier service, to each holder of Participating Shares
         of record at its respective address as it appears on the records of the
         Company not more than 10 days after the Change of Control:

                           (a)  describing the transaction that constitutes the
                  Change of Control;

                           (b) stating the date by which any Change of Control
                  Repurchase Notice (as defined below) must be received by the
                  Company or the registrar from such holder and any Change of
                  Control Repurchase Date;


                                       14

<PAGE>

                           (c)  stating the procedures for withdrawing any
                  Change of Control Repurchase Notice;

                           (d) stating that the Participating Shares may be
                  converted in accordance with Article 10A(F) until the close of
                  business on the Business Day prior to any Change of Control
                  Repurchase Date by surrendering to the Company or its
                  registrar the certificate or certificates for the
                  Participating Shares to be converted, accompanied by written
                  notice specifying the number of shares to be converted, and
                  stating the name and address of the transfer agent for the
                  Participating Shares, if any;

                           (e)  stating any Additional Change of Control
                  Payment;

                           (f) stating the place or places at which the shares
                  called for redemption shall, upon presentation and surrender
                  of the certificates evidencing such shares, be redeemed, and
                  any Change of Control Repurchase Price to be paid therefor;
                  and

                           (g) stating that dividends shall cease to accumulate
                  on any Change of Control Repurchase Date unless the Company
                  defaults in payment of any Change of Control Repurchase Price.

                  (ix) To exercise its rights, if any, pursuant to Article
         10A(E)(vii)(a), a holder of Participating Shares must deliver written
         notice (a "CHANGE OF CONTROL REPURCHASE NOTICE") to the Company, of the
         exercise of such right prior to the close of business on the Business
         Day immediately prior to the Change of Control Repurchase Date. The
         Change of Control Repurchase Notice must state (a) the number of
         Participating Shares to be redeemed and (b) that such Participating
         Shares will be submitted for redemption by the Company on the Change of
         Control Repurchase Date.

                  (x) Any Change of Control Repurchase Notice may be withdrawn
         by a holder of Participating Shares by a written notice of withdrawal
         received by the Company prior to or at the close of business (London
         time) on the Business Day immediately prior to the Change of Control
         Repurchase Date. The notice of withdrawal must state the number of
         Participating Shares as to which the withdrawal notice relates and the
         number of Participating Shares, if any, which remains subject to the
         original Change of Control Repurchase Notice.

                  (xi) Neither failure to mail any Redemption Notice or Change
         of Control Notice, as the case may be, nor any defect in any Redemption
         Notice or Change of Control Notice, as the case may be, to one or more
         holders of Participating Shares shall affect the sufficiency of the
         proceedings for redemption as to other holders. Subject to compliance
         with the provisions of this Article 10A(E), the Company shall forthwith
         upon the date fixed for redemption pay the redemption monies to the
         appropriate holders of the Participating Shares.

                  (xii) On redemption the Company shall cancel the share
         certificate of the applicable holder of Participating Shares and, in
         the case of a redemption of part of the Participating Shares included
         in such certificate, without charge issue a new certificate to such
         holder for the balance of Participating Shares not redeemed.

                  (xiii) To the extent the Company is legally permitted to do so
         and save where a majority of the Directors decides bona fide that to do
         so would be materially prejudicial to the business of any subsidiary
         undertaking, the Company shall use its best efforts to procure the
         distribution to the Company by its subsidiary undertaking in respect of
         each financial year by way of dividend or otherwise (except by the
         reduction of capital or own-share purchases) of sufficient of the
         profits, if any, of its subsidiary undertakings to enable the company
         to redeem the Participating Shares in accordance with this Article
         10A(E).

                  (xiv) If a Redemption Notice or a Change of Control Notice
         shall have been given as hereinbefore provided, then each holder of
         Participating Shares shall be entitled to all relative rights, powers,
         preferences and limitations accorded to holders of the Participating
         Shares until and including the date of redemption. Provided that the
         Company shall have complied with its obligations pursuant to this
         Article 10A(E), from and after the date of redemption, the
         Participating Shares the subject of such redemption shall no longer be
         deemed to be outstanding, and all rights of the


                                       15

<PAGE>

         holders of such shares shall cease and terminate, except the right of
         the holders of such shares, upon surrender of certificates therefor, to
         receive the monies to be paid under this Article 10A(E).

                  (xv) Any redemption monies unclaimed by the holders of the
         Participating Shares entitled thereto for a period of 30 days following
         the requisite payment date shall promptly be deposited by the Company
         in a third party bank account to be held in trust for such holders.

                  (xvi) If a holder whose Participating Shares are to be
         redeemed under this Article 10A(E) fails to deliver the certificate (or
         certificates) for those shares to the Company, the Company may retain
         the redemption monies payable to such holder pending delivery of such
         certificate(s). No person shall, prior to delivery of such
         certificate(s), have any claim against the Company for redemption
         monies retained under this Article 10A(E)(xvi), and the Company shall
         not be liable for interest in respect thereof.

                  (xvii) The Directors may, pursuant to the authority given by
         the adoption of this Article 10A(E), consolidate and sub-divide the
         share capital available for issue as a consequence of a redemption of
         Participating Shares into Ordinary Shares or any other class of shares
         into which the authorised share capital of the Company is then divided,
         each of a like nominal amount as the shares of that class then in
         issue, or into unclassified shares of the same nominal amount as the
         Participating Shares. The Directors may issue shares in anticipation of
         redemption to the extent permitted by the Statutes and these Articles.

(F)  CONVERSION RIGHTS

                  (i) Subject to and upon compliance with the provisions of this
         Article 10A(F), the holder of any Participating Shares shall have the
         right, at any time and from time to time, at such holder's option, to
         convert all or part (having an aggregate Liquidation Return of at least
         U.S.$1 million) of such holder's Participating Shares into Ordinary
         Shares, and the Company shall have the limited ability in accordance
         with Article 10A(E)(iii), Article 10A(E)(v) and Article 10A(E)(vii) to
         elect to cause the Participating Shares to be converted into Ordinary
         Shares. If a Redemption Notice or a Change of Control Repurchase Notice
         has been given as hereinbefore provided, such right of conversion shall
         terminate at the close of business on the Business Day prior to the
         date fixed for redemption.

                  (ii) Each Participating Share as a whole (and not a fraction
         thereof) shall be converted into the number of Ordinary Shares as is
         equal to the number determined by dividing (i) the sum of the
         Liquidation Return on the date of conversion plus accumulated and
         unpaid dividends for the period from and including the most recent
         Dividend Payment Date up to and including the date of conversion (in
         respect of such Participating Share) by (ii) the Conversion Price in
         effect on the date of conversion.

                  (iii) Conversion of such Participating Shares as are due to be
         converted ("RELEVANT SHARES") shall be effected in such manner as may
         be authorised by applicable law and, without prejudice to the rights of
         the holders of the Participating Shares under this Article 10A(F), as
         the Directors may in their absolute discretion from time to time
         determine for effecting the exercise of the conversion rights attaching
         to the relevant Participating Shares (unless the holders of the
         Participating Shares pass an extraordinary resolution at a class
         meeting of the holders of the Participating Shares electing a
         particular manner of conversion (which extraordinary resolution is in
         effect prior to or at the time of delivery of the Conversion Notice
         relating to the Shares to be converted) in which case conversion shall
         be effected in such manner, provided that such manner complies with
         these Articles and the Statutes). Without limiting the foregoing, the
         conversion of the Participating Shares may be effected by any of the
         methods set out below (and the Directors shall be authorised for all
         relevant purposes pursuant to the authority given by the resolution
         adopting these Articles to so convert the Participating Shares):

                           (a) Conversion may be effected by the redemption of
                  the Relevant Shares (or any of them) on the relevant
                  conversion date for a sum equal to the Liquidation Return on
                  the date of conversion plus accumulated and unpaid dividends
                  for the period from and including the most recent Dividend
                  Payment Date up to and including the conversion date, out of
                  distributable profits of the Company. In that event, the
                  Relevant Shares


                                       16

<PAGE>

                  confer upon the holders thereof the right and obligation to
                  subscribe for the appropriate number of Ordinary Shares to
                  which such holder is entitled in accordance with Article
                  10A(F)(ii), at such aggregate premium, if any, as represents
                  the amount by which the redemption monies payable in respect
                  of the Relevant Shares exceeds the nominal amount of such
                  number of Ordinary Shares. If redemption is to be made in
                  accordance with this Article 10A(F)(iii)(a), the Conversion
                  Notice given by or relating to a holder of Relevant Shares
                  shall be deemed irrevocably to authorise and instruct the
                  Directors to apply the redemption monies payable to such
                  holder in subscribing in such holder's name for such Ordinary
                  Shares at such premium.

                           (b) Conversion may be effected by the redemption of
                  the Relevant Shares (or any of them) on the relevant
                  conversion date, for a sum equal to the Liquidation Return on
                  the conversion date plus accumulated and unpaid dividends for
                  the period from and including the most recent Dividend Payment
                  Date up to and including the conversion date, out of the
                  proceeds of a fresh issue of shares made for the purposes of
                  redemption or in any other manner allowed by the Statutes and
                  these Articles. In that event, the Relevant Shares confer on
                  the holders thereof the right and obligation to subscribe for
                  the appropriate number of Ordinary Shares to which that holder
                  is entitled in accordance with Article 10A(F)(ii), at such
                  aggregate premium, if any, as represents the amount by which
                  the redemption monies payable in respect of the Relevant
                  Shares exceeds the nominal amount of such number of Ordinary
                  Shares. If redemption is to be made out of the proceeds of a
                  fresh issue of shares made for the purposes of the redemption
                  the Conversion Notice given by or relating to a holder of
                  Relevant Shares shall be deemed irrevocably:

                                    (1) to have appointed any Person selected by
                           the Directors as such holder's agent with authority
                           to apply an amount equal to the redemption monies in
                           respect of that holder's Relevant Shares in
                           subscribing and paying on that holder's behalf for
                           the number of Ordinary Shares to which such holder is
                           entitled in accordance with Article 10A(F)(ii); and

                                    (2) to have authorised and instructed the
                           Directors to pay following the allotment of such
                           Ordinary Shares such redemption monies to such agent
                           who shall be entitled to retain the same for the
                           agent's own benefit without being accountable
                           therefor to such holder.

                           (c) Conversion may be effected by means of
                  consolidation and sub-division to the extent that such
                  consolidation and sub-division can lawfully be effected in
                  accordance with the provisions of the Statutes (or other
                  applicable laws) and these Articles. In such case, the
                  requisite consolidation and sub-division shall be effected
                  pursuant to the authority given by the resolution adopting
                  these Articles as follows. All the Relevant Shares held by any
                  holder or joint holders in respect of which a Conversion
                  Notice shall have been delivered shall be consolidated into
                  one share having a nominal value equal to the aggregate
                  nominal value of the Relevant Shares. Such consolidated share
                  shall be sub-divided and redesignated into such number of
                  Ordinary Shares of 1.25p each (or such other nominal value as
                  may be appropriate as a result of any consolidation or
                  sub-division of the Ordinary Shares), as is equal to the
                  number of Ordinary Shares to which such holder is entitled
                  pursuant to such Conversion Notice (fractional entitlements to
                  an Ordinary Share being disregarded) and such number of
                  special deferred shares of 0.001p each, if any, as have an
                  aggregate nominal value equal to the amount, if any, by which
                  the aggregate nominal value of such Ordinary Shares issued on
                  conversion is less than the aggregate nominal value of such
                  consolidated share. Any such special deferred shares will have
                  the rights set out in Article 10A(F)(iv). The Directors shall
                  be authorised for all relevant purposes pursuant to the
                  authority given by the resolution adopting these Articles to
                  make such arrangements for the attribution of value to reflect
                  the redesignation of a U.S. dollar denominated share as a
                  sterling denominated share.

                           (d) Provided it is lawful to do so in accordance with
                  the Statutes (or other applicable laws) and the Articles,
                  conversion may be effected by means of the issue of Ordinary
                  Shares to the holders of the Relevant Shares credited as paid
                  up in full out of distributable profits or reserves, sums in
                  the Company's share premium account or otherwise legally
                  available therefor. In such case, the number of Ordinary
                  Shares to be issued shall be the number of Ordinary Shares to
                  which such holder is entitled in accordance with Article
                  10A(F)(ii). In such event, upon the issue of such Ordinary
                  Shares the Relevant Shares shall be subdivided and
                  redesignated


                                       17

<PAGE>

                  by the Directors pursuant to the authority given by the
                  resolution adopting these Articles into special deferred
                  shares of U.S. 0.001 cents each having the rights set out in
                  Article 10A(F)(iv) below.

                           (e) If and to the extent that conversion in
                  accordance with the above means (or any other means) would
                  result in an illegal reduction of capital or the issue of
                  shares at a discount then the Company shall take such action
                  as may be lawful to issue such number of Ordinary Shares to
                  the holders of the Relevant Shares as may be required by the
                  foregoing provisions of this Article 10A(F)(iii) including by
                  way of the issue of bonus shares to the holders of the
                  Relevant Shares or otherwise (but in no event shall the
                  holders of the Relevant Shares receive a number of Ordinary
                  Shares exceeding their entitlement under Article 10A(F)(ii)).

                  (iv) In the case of a conversion effected pursuant to either
         Article 10A(F)(iii)(c) or (d) the special deferred shares arising as a
         result thereof shall on a return of capital in a winding-up or
         otherwise entitle the holder only to the repayment of the amounts paid
         up on such shares after repayment of the capital paid up on the
         Ordinary Shares plus the payment of an additional (pound)50,000 on each
         Ordinary Share and shall not entitle the holder to the payment of any
         dividend nor to receive notice of or to attend or vote at any General
         Meeting of the Company and such conversion shall be deemed to confer
         irrevocable authority on the Company at any time thereafter to appoint
         any person to execute on behalf of the holders of such shares an
         instrument of transfer thereof and/or an agreement to transfer the
         same, without making any payment to the holders thereof, to such person
         as the Directors may determine as custodian thereof and to agree to the
         cancellation and/or purchase by the Company of the same (in accordance
         with the provisions of the Statutes) for a price of 1p for all the
         special deferred shares without obtaining the sanction of the holder
         thereof and pending such transfer and/or agreement to transfer and/or
         cancel and/or purchase to retain the certificate for such shares (if
         any certificate has been issued in respect thereof).

         The Company may at its option (exercisable by resolution of the
         Directors) at any time after the creation of any special deferred
         shares redeem all or any of the special deferred shares then in issue
         for 1p for all the special deferred shares redeemed, at any time upon
         giving the registered holders of such share or shares not less than 28
         days' previous notice in writing of its intention so to do, such notice
         fixing a time and place for redemption of such shares.

                  (v) The holder of any Participating Shares may exercise the
         conversion right specified in Article 10A(F)(i) by surrendering to the
         Company at its registered office or its registrar the certificate or
         certificates for the Participating Shares to be converted, accompanied
         by written notice specifying the number of shares to be converted with
         any evidence the Directors may reasonably require to prove title of the
         person exercising the right to convert (the "CONVERSION NOTICE"). If
         the Company has exercised its limited ability in accordance with
         Article 10A(E)(iii), Article 10A(E)(v) or Article 10A(E)(vii) to elect
         to cause the Participating Shares to be converted into Ordinary Shares
         then a Conversion Notice shall be deemed to have been given upon such
         exercise.

                  (vi) Allotments of Ordinary Shares arising from conversion
         shall be made within 10 Business Days of the delivery of the Conversion
         Notice to the Company. Subject to the provisions of Article
         10A(F)(ix)(h) hereof, as promptly as practicable thereafter, the
         Company shall issue and deliver to or upon the written order of each
         holder of Relevant Shares a new certificate or certificates for the
         number of Ordinary Shares to which such holder is entitled, a new
         certificate for any unconverted Participating Shares comprised in any
         certificate(s) surrendered by such holder, and a cheque or cash with
         respect to any fractional interest in an Ordinary Share, as provided in
         Article 10A(F)(viii) hereof. In the meantime, transfers of new Ordinary
         Shares shall be certified against the register.

                  (vii) Subject to the provisions of Article 10A(F)(ix)(h)
         hereof, the person in whose name the certificate or certificates for
         Ordinary Shares are to be issued shall be entered into the Company's
         register of Members as a holder of record of such Ordinary Shares
         immediately prior to the close of business on the date of conversion. A
         Conversion Notice may only be withdrawn by notice by the holder(s) of
         the Relevant Shares delivered to the Company not less than two Business
         Days prior to the date of conversion.

                  (viii) No fractions of Ordinary Shares shall be issued upon
         conversion of Participating Shares. If more than one Participating
         Share shall be surrendered for conversion at any one time by the same
         holder, the number of full


                                       18
<PAGE>

         Ordinary Shares issuable upon conversion thereof shall be computed on
         the basis of the aggregate number of Participating Shares so
         surrendered. If as a result of conversion holders become entitled to
         fractions of an Ordinary Share, the Directors may on behalf of the
         holders deal with the fractions as they reasonably deem to be
         appropriate. Without limiting the generality of the preceding sentence,
         the Directors may aggregate and sell the fractions to a person
         (including, subject to the provisions of the Statutes, the Company) for
         the best price reasonably obtainable and distribute the net proceeds of
         sale in due proportions amongst the holders.

                  (ix) The Conversion Price shall be subject to adjustment from
         time to time as follows, provided that in the event that the holders of
         Participating Shares carrying more than 50% of the voting rights of
         that class exercise their preemptive rights in a transaction to which
         Section 89 of the Companies Act 1985 applies, then the adjustment in
         the Conversion Price provided for in Article 10A(F)(ix)(a) only shall
         not be given effect.

                           (a) ORDINARY SHARES ISSUED AT LESS THAN MARKET VALUE.
                  If the Company shall issue any Ordinary Shares, other than
                  Excluded Shares or Ordinary Shares issued in an Excluded
                  Transaction, without consideration or for a consideration per
                  share less than the Market Value immediately prior to such
                  issuance, the Conversion Price in effect immediately prior to
                  each such issuance shall immediately (except as provided
                  below) be reduced to the price determined by multiplying the
                  Conversion Price in effect immediately prior to such issuance
                  by a fraction (A) the numerator of which is the sum of (1) the
                  number of Ordinary Shares outstanding immediately prior to
                  such issuance and (2) the number of Ordinary Shares that the
                  aggregate consideration, if any, received by the Company upon
                  such issuance, would purchase at such Market Value and (B) the
                  denominator of which is the total number of Ordinary Shares
                  outstanding immediately after such issuance.

                  For the purposes of any adjustment of the Conversion Price
                  pursuant to this Article 10A(F)(ix)(a), the following
                  provisions shall be applicable.

                           (1) CASH. In the case of the issuance of Ordinary
                  Shares for cash, the amount of the consideration received by
                  the Company shall be deemed to be the amount of the cash
                  proceeds received by the Company for such Ordinary Shares
                  before deducting therefrom any discounts, commissions, taxes
                  or other expenses allowed, paid or incurred by the Company for
                  any underwriting or otherwise in connection with the issuance
                  and sale thereof.

                           (2) CONSIDERATION OTHER THAN CASH. In the case of the
                  issuance of Ordinary Shares (otherwise than upon the
                  conversion of shares of Share Capital or other securities of
                  the Company) for a consideration in whole or in part other
                  than cash, including securities acquired in exchange therefor
                  (other than securities by their terms so exchangeable), the
                  consideration other than cash shall be deemed to be either:

                                    (A) the amount determined by an independent
                           valuation undertaken in accordance with Section 108
                           of the Companies Act 1985; and

                                    (B) in the absence of such valuation, the
                           Fair Market Value thereof, irrespective of any
                           accounting treatment.

                           (3) OPTIONS AND CONVERTIBLE SECURITIES. In the case
                  of the issuance of (x) options, warrants or other rights to
                  purchase or acquire Ordinary Shares (whether or not at the
                  time exercisable) (but any adjustment pursuant to this
                  provision shall be made only to the extent any adjustment
                  shall have not been made pursuant to Article 10A(F)(ix)(d)(4)
                  hereof), (y) securities by their terms convertible into or
                  exchangeable for Ordinary Shares (whether or not at the time
                  so convertible or exchangeable) or (z) options, warrants or
                  rights to purchase such convertible or exchangeable securities
                  (whether or not at the time exercisable):

                                    (A) the aggregate maximum number of Ordinary
                           Shares deliverable upon exercise of such options,
                           warrants or other rights to purchase or acquire
                           Ordinary Shares shall be deemed to have been


                                       19

<PAGE>

                           issued at the time such options, warrants or rights
                           were issued and for a consideration equal to the
                           consideration (determined in the manner provided in
                           subclauses (1) and (2) above), if any, received by
                           the Company upon the issuance of such options,
                           warrants or rights plus the minimum purchase price
                           provided in such options, warrants or rights for the
                           Ordinary Shares covered thereby;

                                    (B) the aggregate maximum number of Ordinary
                           Shares deliverable upon conversion of or in exchange
                           for any such convertible or exchangeable securities,
                           or upon the exercise of options, warrants or other
                           rights to purchase or acquire such convertible or
                           exchangeable securities and the subsequent conversion
                           or exchange thereof, shall be deemed to have been
                           issued at the time such convertible or exchangeable
                           securities were issued or such options, warrants or
                           rights were issued and for a consideration equal to
                           the consideration, if any, received by the Company
                           for any such convertible or exchangeable securities
                           or options, warrants or rights (excluding any cash
                           received on account of accumulated interest or
                           accumulated dividends), plus the additional
                           consideration (determined in the manner provided in
                           subclauses (1) and (2) above), if any, to be received
                           by the Company upon the conversion or exchange of
                           such securities, or upon the exercise of any related
                           options, warrants or rights to purchase or acquire
                           such convertible or exchangeable securities and the
                           subsequent conversion or exchange thereof;

                                    (C) on any change in the number of Ordinary
                           Shares deliverable upon exercise of any such options,
                           warrants or rights or conversion or exchange of such
                           convertible or exchangeable securities or any change
                           in the consideration to be received by the Company
                           upon such exercise, conversion or exchange (but
                           excluding any change resulting solely from the
                           operation of the anti-dilution provisions thereof if,
                           and only if, such anti-dilution provisions would not
                           require an adjustment to the exercise price or
                           conversion price thereof in the event of any change
                           to the Conversion Price pursuant to the provisions of
                           this Article 10A(F)), the Conversion Price as then in
                           effect shall forthwith be readjusted to such
                           Conversion Price as would have been obtained had an
                           adjustment been made upon the issuance of such
                           options, warrants or rights not exercised prior to
                           such change, or of such convertible or exchangeable
                           securities not converted or exchanged prior to such
                           change, upon the basis of such change;

                                    (D) on the expiration or cancellation of any
                           such options, warrants or rights that are
                           unexercised, or the cancellation or redemption of, or
                           the termination of the right to convert or exchange
                           such convertible or exchangeable securities, if the
                           Conversion Price shall have been adjusted upon the
                           issuance thereof, the Conversion Price shall
                           forthwith be readjusted to such Conversion Price as
                           would have been obtained had an adjustment been made
                           upon the issuance of such options, warrants, rights
                           or such convertible or exchangeable securities on the
                           basis of the issuance of only the number of Ordinary
                           Shares actually issued upon the exercise of such
                           options, warrants or rights, or upon the conversion
                           or exchange of such convertible or exchangeable
                           securities; and

                                    (E) if the Conversion Price shall have been
                           adjusted upon the issuance of any such options,
                           warrants, rights or convertible or exchangeable
                           securities no further adjustment of the Conversion
                           Price shall be made for the actual issuance of
                           Ordinary Shares upon the exercise, conversion or
                           exchange thereof.

                           (b) EXCLUDED SHARES. All Excluded Shares shall be
                  deemed to be issued and outstanding for all purposes of
                  computations under Article 10A(F)(ix)(a).

                           (c) SHARE DIVIDENDS, SUBDIVISIONS, RECLASSIFICATIONS
                  OR COMBINATIONS. If the Company shall (1) declare a dividend
                  or make a distribution on its Ordinary Shares in additional
                  Ordinary Shares which is not paid or made on an equal and
                  ratable basis to all holders of Participating Shares, (2)
                  subdivide, split or reclassify (by merger, consolidation or
                  otherwise) the outstanding Ordinary Shares into a greater
                  number of


                                       20

<PAGE>

                  shares, (3) combine or reclassify (by merger, consolidation or
                  otherwise) the outstanding Ordinary Shares into a smaller
                  number of shares or (4) issue any Ordinary Shares in a
                  reclassification (by merger, consolidation or otherwise), the
                  Conversion Price in effect at the time of the record date for
                  such dividend or distribution or the effective date of such
                  subdivision, combination, reclassification or issuance shall
                  be proportionately adjusted so that the holder of any
                  Participating Shares surrendered for conversion after such
                  date shall be entitled to receive the number of Ordinary
                  Shares which such holder would have owned or been entitled to
                  receive had such Participating Shares been converted
                  immediately prior to such date. Successive adjustments in the
                  Conversion Price shall be made whenever any event specified
                  above shall occur.

                           (d) OTHER DISTRIBUTIONS. In case the Company shall
                  fix a record date for the making of a distribution to all
                  holders of Ordinary Shares which is not paid or made on an
                  equal and ratable basis to all holders of Participating
                  Shares, (1) of shares of any class other than its Ordinary
                  Shares or (2) of evidence of indebtedness of the Company or
                  any subsidiary or (3) of assets or other property, including,
                  without limitation, securities issued by subsidiaries or
                  others (excluding regular cash dividends, and dividends or
                  distributions referred to in Article 10A(F)(ix)(c) above), or
                  (4) of options, warrants or other rights, in each such case
                  the Conversion Price in effect immediately prior thereto shall
                  be reduced immediately thereafter to the price determined by
                  dividing (A) an amount equal to the difference resulting from
                  (1) the number of Ordinary Shares outstanding on such record
                  date multiplied by the Conversion Price per Ordinary Share on
                  such record date less (2) the Fair Market Value of such shares
                  or evidences of indebtedness or assets or rights or warrants
                  to be so distributed, by (B) the number of Ordinary Shares
                  outstanding on such record date. Such adjustment shall be made
                  successively whenever such a record date is fixed. In the
                  event that such distribution is not so made, the Conversion
                  Price then in effect shall be readjusted, effective as of the
                  date when the Directors determine not to distribute such
                  shares, evidences of indebtedness, assets, property, options,
                  rights or warrants, as the case may be, to the Conversion
                  Price which would then be in effect if such record date had
                  not been fixed.

                           (e) CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE.
                  In case of any consolidation, amalgamation, or merger of the
                  Company with or into another corporation or entity, or in case
                  of any sale, lease or conveyance to another corporation or
                  entity of the assets of the Company as an entirety or
                  substantially as an entirety, each Participating Share shall
                  after the date of such consolidation, amalgamation, merger,
                  sale, lease or conveyance be convertible into the number of
                  shares of stock or other securities or property (including
                  cash) to which the Ordinary Shares issuable (immediately prior
                  to the time of such consolidation, merger, sale, lease or
                  conveyance) upon conversion of each such Participating Shares
                  would have been entitled upon such consolidation,
                  amalgamation, merger, sale, lease or conveyance, and in any
                  such case, if necessary, the provisions set forth herein with
                  respect to the rights and interests thereafter of the holders
                  of the Participating Shares shall be appropriately adjusted so
                  as to be applicable, as nearly as may reasonably be possible,
                  to any shares of stock or other securities or property
                  thereafter deliverable on the conversion of the Participating
                  Shares.

                           (f) ROUNDING OF CALCULATIONS. All calculations under
                  this Article 10A(F)(ix) shall be made to the nearest U.S. cent
                  or to the nearest one ten thousandth of a share, as the case
                  may be.

                           (g) ADJUSTMENTS FOR AMERICAN DEPOSITARY SHARES. All
                  computations and calculations under this Article 10A(F)(ix)
                  shall, at the time of determination, give effect to the then
                  applicable ratio of Ordinary Shares to American depositary
                  shares representing such Ordinary Shares at the time of
                  determination and shall be adjusted accordingly (it being
                  recognized that such ratio is four Ordinary Shares per
                  American depositary share on the Issue Date). Without limiting
                  the generality of the preceding sentence, the computations and
                  calculations relating to Market Value in Article 10A(F)(ix)(a)
                  shall be based on the Market Value for American depositary
                  shares representing Ordinary Shares of the Company as adjusted
                  by then applicable ratio of Ordinary Shares to American
                  depositary shares (it being recognized that Market Value
                  initially is to be divided by 4 to reflect the ratio of four
                  Ordinary Shares per American depositary share on the Issue
                  Date).


                                       21

<PAGE>

                           (h) TIMING OF ISSUANCE OF ADDITIONAL ORDINARY SHARES
                  UPON CERTAIN ADJUSTMENTS. In any case in which the provisions
                  of this Article 10A(F)(ix) shall require that an adjustment
                  shall become effective immediately after a record date for an
                  event, the Company may defer until the occurrence of such
                  event (1) issuing to the holder of any Participating Shares
                  converted after such record date and before the occurrence of
                  such event the additional Ordinary Shares issuable upon such
                  conversion by reason of the adjustment required by such event
                  over and above the Ordinary Shares issuable upon such
                  conversion before giving effect to such adjustment and (2)
                  paying to such holder any amount of cash in lieu of any
                  fractional Ordinary Shares, PROVIDED, that the Company, upon
                  request, shall deliver to such holder a due bill or other
                  appropriate instrument evidencing such holder's right to
                  receive such additional Ordinary Shares, and such cash, upon
                  the occurrence of the event requiring such adjustment.

                  (x) Whenever the Conversion Price shall be adjusted, the
         Company shall forthwith file, at the office of the registrar, at the
         registered office of the Company, and at the principal office of the
         Company in the United States, a statement showing in detail the facts
         requiring such adjustment and the Conversion Price that shall be in
         effect after such adjustment, and the Company shall also cause a copy
         of such statement to be sent by reputable overnight air courier
         service, to each holder of Participating Shares at its address
         appearing on the Company's records.

                  (xi) In the event the Directors have, or the Company has,
         agreed or otherwise formally determined to take any action of the type
         described in clause (a) (but only if the action of the type described
         in clause (a) would result in an adjustment in the Conversion Price),
         (c), (d) or (e) of Article 10A(F)(ix) hereof, the Company shall give
         notice to each holder of Participating Shares, in the manner set forth
         in Article 10A(F)(ix) hereof, which notice shall specify the record
         date, if any, with respect to any such action and the approximate date
         on which such action is to take place. Such notice shall also set forth
         such facts with respect thereto as shall be reasonably necessary to
         indicate the effect of such action (to the extent such effect may be
         known at the date of such notice) on the Conversion Price and the
         number, kind or class of shares or other securities or property which
         shall be deliverable upon conversion of Participating Shares. In the
         case of any action which would require the fixing of a record date,
         such notice shall be given at least ten days prior to the date so
         fixed, and in case of all other action, such notice shall be given at
         least ten days prior to the taking of such proposed action. Failure to
         give such notice, or any defect therein, shall not affect the legality
         or validity of any such action.

                  (xii) The Company shall pay all U.K. documentary, stamp,
         transfer or similar taxes, plus any fees of the depositary for American
         depositary shares, attributable to the issuance or delivery of Ordinary
         Shares or American depositary shares representing Ordinary Shares upon
         conversion of any Participating Shares, PROVIDED that the Company shall
         not be required to pay any taxes which may be payable in respect of any
         transfer involved in the issuance or delivery of any certificate for
         such shares in a name other than that of the holder of the
         Participating Shares in respect of which such shares are being issued.

                  (xiii) The Company shall at all times so long as any
         Participating Shares remain outstanding, have sufficient authorised
         Share Capital available for allotment and issue (i) to permit the
         issuance of additional Participating Shares as dividends or by way of
         bonus issue on the Participating Shares and (ii) to permit the
         conversion of all Participating Shares in issue from time to time into
         Ordinary Shares in accordance with these Articles.

                  (xiv) If any Ordinary Shares to be issued for the purpose of
         conversion of Participating Shares require registration with or
         approval of any governmental authority under any U.S. federal or state,
         English or other non-U.S. law before such shares may be validly issued
         or delivered upon conversion, then the Company will in good faith and
         as expeditiously as possible endeavour to secure such registration or
         approval, as the case may be. If, and so long as, any Ordinary Shares
         into which the Participating Shares are then convertible are listed or
         quoted on any U.S., U.K. or other securities exchange or market, the
         Company will, if permitted by the rules of such securities exchange or
         market, list and keep listed or quoted on such securities exchange or
         market, upon official notice of issuance, all such shares issuable upon
         conversion.


                                       22

<PAGE>

                  (xv) All Ordinary Shares that may be issued upon conversion of
         the Participating Shares will upon issuance by the Company be duly and
         validly issued, fully paid and non-assessable, not issued in violation
         of any preemptive rights arising under law or contract, and free from
         all taxes, liens and charges with respect to the issuance thereof, and
         the Company shall take no action which will cause a contrary result
         (including without limitation, any action which would cause the
         Conversion Price to be less than the nominal value, if any, of the
         Ordinary Shares).

                  (xvi) Notwithstanding the foregoing provisions of this Article
         10A(F) (and subject to the terms of the relevant American depositary
         receipt agreement), if the holder of any Participating Shares so
         specifies in the Conversion Notice, the Company shall cause to be
         delivered to the holder of the said Participating Shares, upon
         conversion of the specified Participating Shares, American depositary
         receipts evidencing the number of American depositary shares
         representing the Ordinary Shares into which such Participating Shares
         have been converted. Any American depositary shares that may be issued
         upon such conversion shall upon issuance be duly and validly issued and
         entitled to the benefits specified therein and in the deposit agreement
         relating to such American depositary shares, and the Company shall take
         no action which will cause a contrary result. For the purposes of this
         Article 10A(F) (including without limitation, Articles 10A(F)(vii),
         10A(F)(ix) and 10A(F)(xv)) all references to Ordinary Shares shall be
         deemed, to the fullest extent possible, to apply to the American
         depositary shares representing such Ordinary Shares and all references
         to share certificates to the American depositary receipts representing
         such American depositary shares.

(G)  LIQUIDATION RETURN

                  (i) In the event of the liquidation, winding-up or dissolution
         of the Company, whether voluntary or involuntary, the holders of
         Participating Shares then outstanding, after payment or provision for
         payment of the debts and other liabilities of the Company, and before
         any distribution to holders of any Junior Securities of the Company,
         shall be entitled to be paid out of the assets of the Company available
         for distribution to its shareholders an amount per Participating Share
         in cash equal to the greater of (a) the then effective Liquidation
         Return per share plus accumulated and unpaid dividends from and
         including the most recent Dividend Payment Date through and including
         the date of liquidation, winding-up or dissolution and (b) the amount
         that would be payable to the holders of the Participating Shares if the
         Participating Shares had been converted into Ordinary Shares
         immediately prior to such liquidation, winding-up or dissolution. In
         the event the assets of the Company available for distribution to the
         holders of the Participating Shares upon any dissolution, winding-up or
         liquidation of the Company shall be insufficient to pay in full the
         liquidation payments payable to the holders of outstanding
         Participating Shares and of all other Parity Securities, the holders of
         Participating Shares and all other Parity Securities shall share in
         such distribution of assets on a pro rata basis in proportion to the
         amount which would be payable on such distribution if the amounts to
         which the holders of outstanding Participating Shares and the holders
         of outstanding shares of such Parity Securities were paid in full.

                  (ii) For the purposes of this Article 10A(G), none of the
         following transactions shall be deemed to be a voluntary or involuntary
         liquidation, dissolution or winding-up of the Company (provided that
         the same shall be effected by way of a bona fide transaction on arm's
         length terms):

                           (a) the sale, lease, transfer or exchange of all or
                  substantially all of the assets of the Company; or

                           (b) the consolidation, amalgamation, or merger of the
                  Company with or into one or more other corporations or other
                  Persons (whether or not the Company is the corporation
                  surviving such consolidation or merger).

(H)  SPECIAL RIGHT TO APPOINT DIRECTORS

                  (i) Beginning on the Issue Date and continuing as long as the
         holders of the Participating Shares own Voting Shares of the Company
         and debt securities or Share Capital convertible into or exercisable
         for Voting Shares of the Company where all such Voting Shares represent
         at least 10% of the Company's total voting power, such holders shall be
         entitled pursuant to this Article 10A(H) to appoint two Directors to
         serve on the board of Directors of the Company.


                                       23

<PAGE>

         In the event that such holders own, on such a basis, Voting Shares
         representing less than 10%, but more than 5%, of the Company's total
         voting power, such holders shall be entitled pursuant to this Article
         10A(H) to designate one Director.

                  (ii) In the event that Cypress and/or Affiliates of Cypress
         shall transfer some or all of their Participating Shares to another
         Person (other than an Affiliate of Cypress or its Affiliates) without
         the written consent of the Directors of the Company (which consent
         shall not be unreasonably withheld), and as a result of such transfer
         Cypress and Affiliates of Cypress hold in the aggregate less than
         50.01% of the total number of Participating Shares outstanding at that
         time, then the holders of the Participating Shares shall,
         notwithstanding Article 10A(H)(i), be entitled thereafter to appoint
         only a maximum of one Director (it being recognised that Cypress and
         its Affiliates and any other holders of the Participating Shares shall
         not be subject to any restriction hereunder on their ability to
         transfer all or part of their Participating Shares to any other Person
         and that this Article 10A(H)(ii) relates solely to the power to appoint
         Directors).

                  (iii) Each committee of the Directors shall include at least
         one Director designated by such holders as provided above; PROVIDED,
         that this requirement shall not apply with respect to the appointment
         of any particular designee to a committee in the event that the rules
         or regulations of any securities exchange or market on which the
         Ordinary Shares or American depositary shares representing such
         Ordinary Shares are then listed, quoted or traded (including, in the
         case of the London Stock Exchange, the Combined Code or any successor
         thereto), or applicable law, prohibits the appointment of such Director
         to such committee.

                  (iv) The Company and the Directors shall take all actions
         necessary to effect such designation to the board of Directors
         (including, without limitation, increasing the size of the board of
         Directors and/or removing Directors) and to each committee thereof.

                  (v) The Directors to be designated by the holders of the
         Participating Shares shall be elected by such holders by majority vote
         at a class meeting of the holders of the Participating Shares to be
         held immediately prior to any annual meeting of shareholders or
         extraordinary meeting held in place thereof, or by majority vote at a
         duly convened extraordinary meeting of the holders of the Participating
         Shares.

                  (vi) The special right to appoint Directors set forth in this
         Article 10A(H) shall be in addition to the rights of the holders of the
         Participating Shares to exercise voting rights pursuant to Article
         10A(D) hereof (including, without limitation, with respect to the
         election of Directors of the Company generally).

                  (vii) If any Director appointed by the holders of the
         Participating Shares pursuant to this Article 10A(H) resigns, retires
         or is removed by the Company while the holders of the Participating
         Shares continue to have the right to appoint such Director, then,
         notwithstanding anything contained in these Articles, such holders
         shall be entitled to appoint a replacement Director in the same manner
         as appointment of the predecessor Director.

(I)  TAX GROSS-UP

         Subject as provided in Article 10A(D)(v), all payments by the Company
in respect of the Participating Shares shall be made without withholding or
deduction for or on account of any present or future taxes, duties, assessments
or other governmental charges of whatsoever nature imposed or levied by or on
behalf of the United Kingdom or any political subdivision or authority thereof
or therein having power to tax, unless the Company is required by law to
withhold such taxes, duties, assessments or other governmental charges. In such
event, the Company shall make the required withholding or deduction, make
payment of the amount so withheld or deducted to the appropriate government
authority and pay such additional amounts ("ADDITIONAL AMOUNTS") as may be
necessary to ensure that the net amounts received by the holders of the
Participating Shares (taking into account any tax credits received by such
holders from the United Kingdom) after such withholding or deduction shall equal
the respective amounts of dividends and other amounts which would have been
received in respect of the Participating Shares in the absence of such
withholding or deduction; PROVIDED, HOWEVER, that no such Additional Amounts
shall be payable:


                                       24

<PAGE>

                  (i) to any holder who is subject to such taxes, duties,
         assessments or other governmental charges in respect of the
         Participating Shares by reason of such holder being a resident of the
         United Kingdom and otherwise than solely by the holding of such
         Participating Shares or by the receipt of dividends and other amounts
         in respect thereof; or

                  (ii) to the extent that the taxes, duties, assessments or
         other governmental charges would not have been imposed but for the
         failure of such holder to comply with any certification, identification
         or other reporting requirements concerning the nationality, residence,
         identity or connection with the United Kingdom of such holder if (a)
         such compliance is required or imposed by law as a precondition to
         exemption from all or a part of such tax, duty, assessment or other
         governmental charge and (b) at least 30 days prior to the first
         Dividend Payment Date with respect to which the Company will apply this
         clause (ii), the Company shall have notified all holders of the
         Participating Shares that such holders will be required to comply with
         such requirement.

(J)  DEFINITIONS

         For the purposes of this Article 10A only, the following definitions
         shall apply:

                  "Affiliate" means, with respect to any Person, any other
         Person that directly, or indirectly through one or more intermediaries,
         controls, is controlled by or is under common control with, such
         specified Person, for so long as such Person remains so associated to
         the specified Person. The term "control" shall have the meaning for
         such term as used in Rule 12b-2 under the U.S. Securities Exchange Act
         of 1934.

                  "Business Day" means any day other than a Saturday, Sunday or
         other day on which commercial banks in New York City or London are
         authorized or required by law to close.

                  "Change of Control" means the occurrence at any time of any of
         the following:

                           (i) any "person" or "group" (as such terms are used
                  in Sections 13(d) and 14(d) of the U.S. Securities Exchange
                  Act of 1934) (excluding for purposes of this clause (i),
                  Cypress and any of its Affiliates, individually and in the
                  aggregate), in a single transaction or through a series of
                  related transactions, is or becomes the "beneficial owner" (as
                  defined in Rule 13d-3 under the U.S. Securities Exchange Act
                  of 1934, except that a person shall be deemed to have
                  "beneficial ownership" of all securities that such person has
                  the right to acquire, whether such right is exercisable
                  immediately or only after the passage of time), directly or
                  indirectly, of more than 29.9% of the total Voting Shares of
                  the Company;

                           (ii) the Company consolidates or merges with or into
                  another corporation or petitions the court for any scheme of
                  compromise or arrangement within the meaning of section 425 of
                  the Companies Act 1985 or conveys, transfers or leases all or
                  substantially all of its assets to any Person, or any
                  corporation consolidates or mergers with or into the Company,
                  in any such event pursuant to a transaction in which the
                  issued Voting Shares of the Company are changed into or
                  exchanged for cash, securities not issued in violation of
                  Article 10A(D)(iv) or other property, other than (a) any such
                  transaction in which (1) the issued Voting Shares of the
                  Company are changed into or exchanged for Voting Shares of the
                  surviving corporation or its parent corporation and (2) the
                  holders of the Voting Shares of the Company immediately prior
                  to such transaction own, directly or indirectly, not less than
                  50.01% of the Voting Shares of the surviving corporation or
                  its parent corporation immediately after such transaction or
                  (b) any such transaction with, into or to any Affiliate of
                  Cypress;

                           (iii) during any period of 24 consecutive months,
                  individuals who at the beginning of such period constituted
                  the board of Directors of the Company (together with any new
                  Directors whose election by such board of Directors or whose
                  nomination for election by the shareholders of the Company was
                  approved by a vote of at least 66 2/3% (sixty-six and two
                  thirds percent) of the Directors then still in office who were
                  either Directors at the beginning of such period or whose
                  election or nomination for election was previously so
                  approved) cease for any reason to constitute a majority of the
                  Directors of the Company then in office (but any


                                       25

<PAGE>

                  additional Directors elected by the holders of the
                  Participating Shares pursuant to Article 10A(D)(iii) shall be
                  excluded from the calculations for the purposes of this
                  definition); or

                           (iv) the Company is voluntarily or involuntarily
                  wound up or dissolved or adopts a plan of liquidation, other
                  than a voluntary winding up pursuant to which the whole of the
                  Company's business is proposed to be transferred or sold to
                  another company and the issued Voting Shares of the Company
                  are changed into or exchanged for Voting Shares of that other
                  company or its parent company, such Voting Shares having
                  rights equal to or greater than the rights attached to the
                  Voting Shares in the Company.

                  "Change of Control Adjustment Amount" means an amount (if a
         positive number only) equal to (i) the difference between (a) 101% of
         the then effective Liquidation Return per share and (b) the aggregate
         Market Value of the Ordinary Shares into which each Participating Share
         was convertible on the date immediately preceding first public
         announcement of the transaction giving rise to the Change of Control,
         multiplied by (ii) a fraction the numerator of which is the deficiency
         in monies lawfully available for redemption and the denominator of
         which is the total amount of monies necessary to pay the redemption
         price in full upon a Change of Control as set forth in Article
         10A(E)(vii)(a), in the case of this paragraph (ii) assuming that all
         holders of Participating Shares determined to require the Company to
         redeem their Participating Shares in accordance with Article
         10A(E)(vii)(a).

                  "Conversion Price" means an amount in U.S. dollars per
         Ordinary Share, determined by the Directors on the Issue Date, being
         not more than US$3.125 per Ordinary Share, subject to adjustment in
         accordance with the provisions of Article 10A(F) hereof.

                  "Cypress" means The Cypress Group LLC or any successor entity.

                  "Excluded Shares" means Ordinary Shares issued or issuable by
         the Company or American depositary shares representing such Ordinary
         Shares (i) upon conversion of the Participating Shares, (ii) upon
         conversion of the outstanding U.S.$200 million aggregate principal
         amount of the Company's 6.25% Convertible Subordinated Notes due 2002,
         or (iii) pursuant to bona fide stock option or other employee or
         officer benefit plans, PROVIDED, that such shares are issued at an
         exercise price or for consideration equal to or greater than the Fair
         Market Value thereof on the date of grant or award (and, in each case,
         including any American depositary shares representing such Ordinary
         Shares).

                  "Excluded Transaction" means (i) an underwritten public
         offering of Ordinary Shares or American depositary shares representing
         Ordinary Shares or (ii) the issuance of Ordinary Shares or American
         depositary shares representing Ordinary Shares solely in exchange for
         assets or all of the shares of another Person (whether by merger,
         exchange or otherwise) in a transaction in which an independent
         internationally recognized investment banking firm has advised the
         Company that the transaction is fair and reasonable to the Company from
         a financial point of view.

                  "Fair Market Value" means, with respect to any securities, the
         Market Value thereof and of any consideration other than cash or
         securities shall mean the amount which a willing buyer would pay to a
         willing seller in an arm's length transaction as determined by an
         independent internationally recognized investment banking or appraisal
         firm experienced in the valuation of such securities or property
         selected in good faith by the Directors.

                  "in cash" shall mean in U.S. dollars, unless otherwise
         specified.

                  "Liquidation Return" means, on any date, the sum of U.S.$1,000
         per Participating Share, plus (i) accumulated and unpaid dividends
         added to the Liquidation Return in respect of such Participating Share
         in accordance with Article 10A(C)(v) hereof and (ii) the amount, if
         any, added to the Liquidation Return in respect of such Participating
         Share in accordance with Article 10A(E)(vii)(d) hereof.

                  "Market Value," with respect to any security, means the
         average of the daily closing prices of such security for the 20 trading
         day period ending on the relevant date of determination. The closing
         price for each day shall be the last reported sales price regular way
         or, in case no such reported sale takes place on such day, the average
         of the reported


                                       26

<PAGE>

         closing bid and asked prices regular way, in either case on the New
         York Stock Exchange, or, if such security is not listed or admitted to
         trading on the New York Stock Exchange, on the American Stock Exchange,
         or, if such security is not listed or admitted to trading on the
         American Stock Exchange, the average of the closing bid and asked
         prices of such security in the over-the-counter market as reported on
         the NASDAQ National Market System of the National Association of
         Securities Dealers, Inc. or if such security is not so quoted, the
         average of the closing bid and asked price of such security in the
         over-the-counter market as furnished by any U.S. nationally recognized
         New York Stock Exchange member firm selected by the Company for such
         purpose (it being recognized that on the Issue Date American depositary
         shares representing Ordinary Shares of the Company are quoted on the
         NASDAQ National Market System). If such security is not so listed,
         quoted or traded, the closing price shall be the last reported closing
         price for such security on the London Stock Exchange or, if not so
         listed, any other non-U.S. securities exchange or market on which such
         security is listed, quoted or traded (translated to U.S. dollars using
         the then prevailing exchange rate on such date of determination). If
         such security is not so listed, quoted or traded on any non-U.S.
         securities exchange or market, the closing price shall mean the amount
         which a willing buyer would pay to a willing seller in an arm's length
         transaction as determined by an independent internationally recognized
         investment banking or appraisal firm experienced in the valuation of
         such securities or property selected in good faith by the board of
         directors of the issuer of such security. Notwithstanding the foregoing
         (and subject to Article 10A(F)(ix)(g)), the Market Value of the
         Ordinary Shares shall be determined by reference to closing prices for
         the American depositary shares representing such Ordinary Shares so
         long as such American depositary shares are listed, quoted or traded on
         the New York Stock Exchange, the American Stock Exchange or the NASDAQ
         National Market System (adjusted to take into account the then
         prevailing ratio of Ordinary Shares per one American depositary share).

                  "Ordinary Share Equivalent Rate" means, with respect to any
         Dividend Period, the quotient of (a) the product of (i) all dividends
         declared during such Dividend Period with respect to one Ordinary
         Share, (ii) the Applicable Period Adjustment Factor and (iii) the
         number of Ordinary Shares issuable upon conversion of one Participating
         Share on the last day of such Dividend Period, divided by (b) the
         Liquidation Return of one Participating Share on the first day of such
         Dividend Period. For purposes of the preceding sentence, "Applicable
         Period Adjustment Factor" means two (if such dividends are declared and
         paid on a semi-annual basis), four (if such dividends are declared and
         paid on a quarterly basis) or such other number as reflects the fiscal
         periods as to which such dividends are declared and paid, as the case
         may be.

                  "Ordinary Shares" means the Ordinary Shares referred to in
         Article 3, and shall also include (i) Share Capital of the Company of
         any other class (regardless of how denominated) issued to the holders
         of Ordinary Shares upon any reclassification thereof in which the
         Ordinary Shares are converted into a new class of Share Capital and
         (ii) shares of common stock of any successor or acquiring corporation
         received by or distributed to the holders of Ordinary Shares.

                  "Person" shall mean any individual, firm, corporation or other
         entity, and shall include any successor (by merger or otherwise) of
         such entity.

                  "Share Capital" means any and all shares, interests,
         participations, rights in or other equivalents (however designated and
         whether voting or non-voting), and any and all rights (other than any
         evidence of indebtedness), warrants or options exchangeable for or
         convertible into such shares, interests, participations, rights in or
         other equivalents, including, to the fullest extent applicable,
         American Depository Receipts or similar instruments representing any
         such share capital.

                  "Stated Dividend Rate" means 6.50% per annum; PROVIDED, that
         if at any time the Company shall be in default of its obligation to
         redeem any shares of the Participating Shares, the then effective
         Stated Dividend Rate shall increase by 2.00% per annum.

                  "Voting Shares" means shares of the class or classes of Share
         Capital (including, in the case of the Company, the Ordinary Shares and
         the Participating Shares) pursuant to which the holders thereof have
         the general voting power to vote at meetings of shareholders
         (irrespective of whether or not at the time shares of any other class
         or classes shall have or might have voting power by reason of the
         happening of any contingency).


                                       27

<PAGE>

(K) In the event of any conflict between the provisions of this Article 10A and
any other provision of these Articles, this Article 10A shall prevail except
where such construction would result in manifest error.

  10B

         (A) The Directors may refuse to register an allotment of shares
(whether fully paid or not) in favour of more than four persons jointly. If the
Directors refuse to register an allotment they shall within two months after the
date on which the letter of allotment was lodged with the Company send to the
allottee notice of the refusal.

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


                                       28

<PAGE>

                               SHARE CERTIFICATES

         11. Every share certificate shall be issued in accordance with Article
126 and shall specify the number and class and the distinguishing number (if
any) of the shares to which it relates and the amount paid up thereon. No
certificate shall be issued relating to shares of more than one class.

         12. Every person (other than a recognised clearing house or a nominee
of a recognised clearing house or of a recognised investment exchange in respect
of whom the Company is not by law required to complete and have ready for
delivery a certificate) whose name is entered as a Member on the Register shall
be entitled without payment to receive within one month after allotment or
lodgement of transfer (or within such other period as the conditions of issue
shall provide) one certificate for all the shares registered in his name or, in
the case of shares of more than one class being registered in his name, a
separate certificate for each class of shares so registered, and where a Member
transfers part of the shares of any class registered in his name he shall be
entitled without payment to one certificate for the balance of shares of that
class retained by him. If a Member shall require additional certificates he
shall pay for each additional certificate such reasonable sum (if any) as the
Directors may determine.

         13. In respect of shares of one class held jointly by more than one
person the Company shall not be bound to issue more than one certificate, and
delivery of a certificate for such shares to the person first named on the
Register in respect of such shares shall be sufficient delivery to all such
holders.

         14. If any certificate be worn out or defaced then upon delivery
thereof to the Directors they may order the same to be cancelled, and may issue
a new certificate in lieu thereof; and if any certificate be lost or destroyed,
then upon proof thereof to the satisfaction of the Directors and on such
indemnity as the Directors deem adequate being given, a new certificate in lieu
thereof shall be given to the party entitled to such lost or destroyed
certificate.

         15. Every certificate issued under the last preceding Article shall be
issued without payment, but there shall be paid to the Company any exceptional
out-of-pocket expenses of the Company in connection with the request as the
Directors think fit and a sum equal to the costs incurred by the Company of any
such indemnity and security as is referred to in that Article.

                               VARIATION OF RIGHTS

         16. If at any time the share capital is divided into different classes
of shares, the rights attached to any class or any of such rights may, subject
to the provisions of the Statutes, whether or not the Company is being or is to
be wound up, be modified, abrogated or varied (i) in such manner (if any) as may
be provided by such rights or (ii) in the absence of any such provision either
with the consent in writing of the holders of three-fourths of the issued shares
of that class, or with the sanction of an Extraordinary Resolution passed at a
separate General Meeting of the holders of the shares of the class.

         17. To every such separate General Meeting the provisions of Sections
369, 370, 376 and 377 of the Companies Act 1985 and the provisions of these
Articles relating to General Meetings shall, mutatis mutandis, so far as
applicable apply, subject to the following provisions, namely:

                  (a) the necessary quorum at any such meeting other then an
         adjourned meeting shall be two persons holding or representing by proxy
         at least one-third in nominal value the issued shares of the class in
         question and at an adjourned meeting two persons holding shares of the
         class in question or his proxy; and

                  (b) any holder of shares of the class in question present in
         person or by proxy may demand a poll.

         18. The rights attached to any class of shares shall, unless otherwise
expressly provided by the terms of issue of the shares of that class or by the
terms upon which such shares are for the time being held, be deemed to be varied
or abrogated by the reduction of the capital paid up on such shares or by the
allotment of further


                                       29

<PAGE>

shares ranking in priority thereto for payment of a dividend or repayment of
capital but be deemed not to be modified, abrogated or varied by the creation or
issue of further shares ranking PARI PASSU in all respects (save as to the date
from which such new shares shall rank for dividend) with or subsequent to those
already issued.

                                 CALLS ON SHARES

         19. The Directors may, subject to the terms of allotment thereof, from
time to time make such calls upon the Members as they think fit in respect of
any moneys unpaid on their shares (whether on account of the nominal value of
the shares or by way of premium) and each Member shall (subject to receiving at
least 21 days' notice specifying the time or times and place of payment) pay to
the Company at the time or times and place so specified the amount called on his
shares. A call may be revoked or postponed, in whole or in part, as the
Directors may determine.

         20. A call shall be deemed to have been made at the time when the
resolution of the Directors authorising the call was passed and may be required
to be paid by instalments.

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

         22. If a sum payable in respect of any call or instrument is not paid
on or before the day appointed for payment thereof, the holder for the time
being of the share in respect of which the call shall have been made, or the
instrument be due, shall pay interest on the sum at such reasonable rate as the
Directors' shall determine, or failing such determination at the rate of 14% per
annum from the day appointed for the payment thereof until the actual payment
thereof, and all expenses that may have been incurred by the Company by reason
of such non-payment; but the Directors may, if they shall think fit, waive the
payment of such interest and expenses or any part thereof.

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

         24. The Directors may, on the issue of shares, make arrangements for a
difference between the holders of such shares in the amounts of calls to be paid
and in the times of payment of such calls.

         25. The Directors may, if they think fit, receive from any Member
willing to advance the same all or any part of the moneys, whether on account of
the nominal value of the shares or by way of premium, uncalled and unpaid upon
any shares held by him; and upon all or any of the moneys so paid in advance the
Directors may (until the same would, but for such advance, become presently
payable) pay interest at such rate not exceeding (unless the Company in General
Meeting shall otherwise direct) 10 per cent. per annum, as may be agreed upon
between the Directors and the Member paying such moneys in advance.

                               FORFEITURE AND LIEN

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

         27. The notice shall name a further day (not earlier than the
expiration of seven days from the date of service of the notice) on or before
which and the place where such call or instalment and such interest and expenses
as aforesaid are to be paid. The notice shall also state that in the event of
non-payment at or before the time and at the place appointed, the shares in
respect of which such call or instalment is payable will be liable to be
forfeited.

         28. If the requirements of any such notice as aforesaid are not
complied with, any share in respect of which such notice has been given may at
any time thereafter, before the payment required by the notice has been made, be
forfeited by a resolution


                                       30

<PAGE>

of the Directors to that effect. Such forfeiture shall extend to all dividends
declared in respect of the shares so forfeited and not actually paid before such
forfeiture. Forfeiture shall be deemed to occur at the time of the passing of
the said resolution of the Directors. The Directors may accept a surrender of
any share liable to be forfeited hereunder upon such terms and conditions as may
be agreed.

         29. When any share has been forfeited notice of the forfeiture shall be
served upon the person who was before forfeiture the holder of the share, or the
person entitled to the share by transmission, and an entry of the forfeiture or
surrender, with the date thereof, shall forthwith be made in the Register, but
no forfeiture shall be invalidated by any failure to give such notice or make
such entry as aforesaid.

         30. A share so forfeited or surrendered shall be deemed to be the
property of the Company, and may be sold, re-allotted or otherwise disposed of
in such manner, either subject to or discharged from all calls made or
instalments due prior to the forfeiture or surrender, as the Directors think
fit: Provided that the Company shall not exercise any voting rights in respect
of such share and any such share not disposed of in accordance with the
foregoing within a period of three years from the date of its forfeiture or
surrender shall thereupon be cancelled in accordance with the provisions of the
Statutes. For the purpose of giving effect to any such sale or other disposition
the Directors may authorise some person to transfer the share so sold or
otherwise disposed of to the purchaser thereof or other person becoming entitled
thereto.

         31. The Directors may, at any time before any share so forfeited or
surrendered shall have been cancelled or sold, re-allotted or otherwise disposed
of, annul the forfeiture or surrender upon such terms as they think fit.

         32. Any person whose shares have been forfeited or surrendered shall
cease to be a Member in respect of those shares, but shall, notwithstanding,
remain liable to pay to the Company all moneys which, at the date of the
forfeiture or surrender, were presently payable by him to the Company in respect
of the shares, together with interest thereon at such rate, not exceeding 15 per
cent. per annum, as the Directors may determine from the time of forfeiture or
surrender until the time of payment, 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, together with interest as aforesaid. The Directors may 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.

         33. The Company shall have a first and paramount lien on every share
(not being a fully paid share) for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of such share; but the Directors
may at any time waive any lien which has arisen and may declare any share to be
wholly or in part exempt from the provisions of this Article. The Company's
lien, if any, on a share shall extend to all dividends payable thereon.

         34. The Company may sell, in such manner as the Directors think fit,
any share on which the Company has a lien, but no sale shall be made unless a
sum in respect of which the lien exists is presently payable, nor until the
expiration of seven days after a notice in writing, (i) stating, and demanding
payment of, the sum presently payable, and (ii) giving notice of intention to
sell in default of such payment, has been given to the registered holder for the
time being of the share, or the person entitled thereto by reason of his death
or bankruptcy.

         35. The net proceeds of such sale, after payment of the costs thereof,
shall be received by the Company and applied in or towards satisfaction of such
part of the amount in respect of which the lien exists as is presently payable.
The residue, if any, shall (subject to a like lien for sums not presently
payable as existed upon the shares before the sale) be paid to the person
entitled to the shares at the date of sale. For giving effect to any such sale
the Directors may authorise some person to transfer the shares sold to the
purchaser.

         36. A statutory declaration in writing that the declarant is a Director
or the Secretary of the Company and that a share has been duly forfeited or
surrendered or sold to satisfy a lien of the Company on a date stated in the
declaration shall be conclusive evidence of the facts stated therein against all
persons claiming to be entitled to the share. Such declaration and the receipt
of the Company for the consideration (if any) given for the share on the sale,
re-allotment or disposal thereof together with the share certificate delivered
to a purchaser or allottee thereof shall (subject to the execution of a transfer
if the same be required) constitute a good title to the share and the person to
whom the share is sold, re-allotted or disposed of shall be


                                       31

<PAGE>

registered as the holder of the share and shall not be bound to see to the
application of the purchase money (if any) nor shall his title to the share be
affected by any irregularity or invalidity in the proceedings in reference to
the forfeiture, surrender, sale, re-allotment or disposal of the share.


                                       32

<PAGE>

                               TRANSFER OF SHARES

         37. The instrument of transfer of any share in the Company shall be
signed by or on behalf of the transferor (and, in the case of a share which is
not fully paid, shall be signed by or on behalf of the transferee) and the
transferor shall be deemed to remain the holder of the share until the name of
the transferee is entered in the Register in respect thereof.

         38. All transfers of shares shall be effected by instrument in writing
in any usual or common form or any other form which the Directors may approve.

         39. Subject to Article 76 and the requirements of the London Stock
Exchange, the Directors may, in their absolute discretion and without assigning
any reason therefor, refuse to register any transfer of any share which is not a
fully paid share or the transfer of a share on which the Company has a lien. If
that share has been admitted to the Official List of the London Stock Exchange,
the Directors may not refuse to register the transfer if this would prevent
dealings in the share from taking place on an open and proper basis. The
Directors may likewise refuse to register any transfer of a share, whether fully
paid or not, in favour of more than four persons jointly.

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

               (a) the instrument of transfer is left duly stamped at the
         Office, or at such other place as the Directors may from time to time
         determine, to be registered, accompanied by the certificate(s) 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 (and, if the instrument of transfer is executed by some other
         person on his behalf, the authority of that person so to do); and

               (b) the instrument of transfer is in respect of only one class of
         share provided that, in the case of a transfer by a recognised clearing
         house or a nominee of a recognised clearing house or of 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.

         41. If the Directors refuse to register a transfer they shall within
two months after the date on which the transfer was lodged with the Company send
to the transferee notice of the refusal and (except in the case of fraud) return
to him the instrument of transfer. All instruments of transfer which are
registered may be retained by the Company.

         42. No fee shall be charged by the Company on the registration of any
instrument of transfer, probate, letters of administration, certificate of death
or marriage, power of attorney, stop notice or other document relating to or
affecting the title to any shares or otherwise for making any entry in the
Register affecting the title to any shares.

         43. The registration of transfers may be suspended at such times and
for such periods as the Directors may from time to time determine and either
generally or in respect of any class of shares: Provided always that such
registration shall not be suspended, either generally or otherwise, for more
than thirty days in any year.

         44.  The Company shall be entitled to destroy:

                  (i) any instrument of transfer which has been registered, at
         any time after the expiration of six years from the date of
         registration thereof;

                  (ii) any dividend mandate or any variation or cancellation
         thereof or may any notification of change of address, at any time after
         the expiration of two years from the date of recording thereof;

                  (iii) any share certificate which has been cancelled, at any
         time after the expiration of one year from the date of such
         cancellation; and


                                       33

<PAGE>

                  (iv) any other document on the basis of which entry in the
         Register is made, at any time after the expiration of six years from
         the date an entry in the Register is first made in respect thereof;

         and it shall conclusively be presumed 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, that every instrument of transfer so destroyed was a
         valid and effective instrument duly and properly registered, that every
         share certificate so destroyed was a valid certificate duly and
         properly cancelled and that every other document destroyed hereunder
         was a valid and effective document in accordance with the recorded
         particulars thereof in the books or records of the Company: Provided
         always that:

                  (a) the provisions aforesaid shall apply only to the
         destruction of a document in good faith and without express notice to
         the Company that the preservation of such document was relevant to any
         claim (regardless of the parties thereto);

                  (b) nothing contained in this Article shall be construed as
         imposing upon the Company any liability in respect of the destruction
         of any such document earlier than as aforesaid or in any case where the
         conditions of proviso (a) above are not fulfilled; and

                  (c) references in this Article to the destruction of any
         document include references to its disposal in any manner.

                             TRANSMISSION OF SHARES

         45. In case of the death of a Member, the survivor or survivors where
the deceased was a joint holder, and the legal personal representatives of the
deceased where he was a sole or only surviving holder, shall be the only persons
recognised by the Company as having any title to his interest in the shares; but
nothing herein contained shall release the estate of a deceased Member from any
liability in respect of any share which had been held by him (whether solely or
jointly with other persons).

         46. Any person becoming entitled to a share in consequence of the death
or bankruptcy of a Member may, upon such evidence being produced as may from
time to time properly be required by the Directors and subject as hereinafter
provided, elect either to be registered himself as holder of the share or to
have some person nominated by him registered as the transferee thereof, but the
Directors shall, in either case, have the same right to decline or suspend
registration as they would have had in the case of a transfer of the share by
that Member before his death or bankruptcy, as the case may be.

         47. If the person so becoming entitled shall elect to be registered
himself, he shall deliver or send to the Company a notice in writing signed by
him stating that he so elects. If he shall elect to have another person
registered he shall testify his election by executing to that person a transfer
of the share. All the limitations, restrictions and provisions of these Articles
relating to the right to transfer and the registration of transfers of shares
shall be applicable to any such notice or transfer as aforesaid as if the death
or bankruptcy of the Member had not occurred and the notice or transfer were a
transfer signed by that Member.

         48. Save as otherwise provided by or in accordance with these Articles,
a person becoming entitled to a share by reason of the death or bankruptcy of
the holder shall, upon supplying to the Company such evidence as the Directors
may reasonably require to show his title to the share, be entitled to the same
dividends and other advantages to which he would be entitled if he were the
registered holder of the share, except that he shall not, before being
registered as a Member in respect of the share, be entitled in respect of it to
exercise any right conferred by membership in relation to meetings of the
Company: Provided always that the Directors may at any time give notice
requiring any such person to elect either to be registered himself or to
transfer the share, and if the notice is not complied with within 90 days the
Directors may thereafter 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.


                                       34

<PAGE>

                         CONVERSION OF SHARES INTO STOCK

         49. The Company may by Ordinary Resolution convert any of its fully
paid up shares into stock of the same class as the shares so converted, and
reconvert such stock into fully paid up shares of the same class and of any
denomination.

         50. The several 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 previously to conversion
have been transferred, or as near thereto as circumstances admit; and the
Directors may from time to time fix the minimum amount of stock transferable but
so that such minimum shall not exceed the nominal amount of the shares from
which the stock arose.

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

         52. Such of the provisions of these Articles as are applicable to fully
paid up shares shall apply to stock and the words "share" and "shareholder"
therein shall include "stock" and "stockholder".

                              ALTERATION OF CAPITAL

         53. The Company may from time to time by Ordinary Resolution increase
its share capital by such sum, to be divided into shares of such amount, as the
resolution shall prescribe. All new shares shall be subject to the provisions of
these Articles with reference to allotment, payment of calls, forfeiture, lien,
transfer and transmission and otherwise.

         54.  The Company may by Ordinary Resolution:

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

                  (b) sub-divide its existing shares, or any of them, into
         shares of smaller amount than is fixed by the Memorandum of
         Association, provided that;

                           (i) 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

                           (ii) the resolution whereby any share is sub-divided
                  may determine that as between the resulting shares one or more
                  of such shares may be given any preference or advantage as
                  regards dividend, capital, voting or otherwise over the others
                  or any other of such shares;

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

         55. Subject to any direction by the Company in General Meeting,
whenever as the result of any consolidation and division or sub-division of
shares Members of the Company are entitled to any issued shares of the Company
in fractions, the Directors may deal with such fractions as they shall determine
and in particular may sell the shares to which Members are so entitled in
fractions to any person for the best price reasonably obtainable and pay and
distribute to and amongst the Members entitled to such shares in due proportions
the net proceeds of the sale thereof. For the purpose of giving effect to any
such sale the Directors may nominate some person to execute a transfer of the
shares sold on behalf of the Members so entitled to the purchaser thereof and
may cause the name of the purchaser to be entered in the Register as the holder
of the shares comprised in any such transfer and he shall not be bound to see to
the application of the purchase money nor shall his title to the shares be
affected by any irregularity or invalidity in the proceedings in reference to
the sale.


                                       35

<PAGE>

         56. Subject to any consent required by law, the Company may by Special
Resolution reduce its share capital, any capital redemption reserve and any
share premium account in any manner and with, and subject to, any incident
authorized, and consent required, by law.


                                       36

<PAGE>

                                GENERAL MEETINGS

         57. The Company shall in each year hold a General Meeting as its Annual
General Meeting in addition to any other meetings in that year, and not more
than fifteen months shall elapse between the date of one Annual General Meeting
of the Company and that of the next. The Annual General Meeting shall be held at
such time and place as the Directors shall appoint.

         58.  All General Meetings other than Annual General Meetings shall be
called Extraordinary General Meetings.

         59. The Directors may, whenever they think fit, convene an
Extraordinary General Meeting, and Extraordinary General Meetings shall also be
convened on such requisition, or, in default, may be convened by such
requisitionists, as provided by the Statutes. If at any time there are not
within the United Kingdom sufficient Directors capable of acting to form a
quorum the Directors in the United Kingdom capable of acting, or if there are no
Directors capable and willing so to act, any two Members of the Company, may
convene an Extraordinary General Meeting in the same manner as nearly as
possible as that in which meetings may be convened by the Directors.

                            NOTICE OF GENERAL MEETING

         60. An Annual General Meeting and a meeting called for the passing of a
Special Resolution shall be called by not less than twenty-one days' notice in
writing, and a meeting of the Company other than an Annual General Meeting or a
meeting for the passing of a Special Resolution shall be called by not less than
fourteen days' notice in writing. The notice shall be exclusive of the day on
which it is served or deemed to be served and of the day for which it is given,
and shall specify the place, the day and the hour of meeting and, in case of
special business, the general nature of that business. It shall be given, in
manner hereinafter mentioned or in such other manner, if any, as may be
prescribed by the Company in General Meeting, to such persons as are, under
these Articles, entitled to receive such notices from the Company and shall
comply with the provisions of the Statutes as to informing Members of their
right to appoint proxies. A notice calling an Annual General Meeting shall
specify the meeting as such and a notice convening a meeting to pass an
Extraordinary Resolution or a Special Resolution as the case may be shall
specify the intention to propose the resolution as such.

         61. A meeting of the Company shall, notwithstanding that it is called
by shorter notice than that specified in the last preceding Article, be deemed
to have been duly called if it is so agreed:

                  (a) in the case of a meeting called as the Annual General
         Meeting, by all the Members entitled to attend and vote thereat; and

                  (b) in the case of any other meeting, by a majority in number
         of the Members having a right to attend and vote at the meeting, being
         a majority together holding not less than ninety-five per cent. in
         nominal value of the shares giving that right.

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

                         PROCEEDINGS AT GENERAL MEETINGS

         63. All business shall be deemed special that is transacted at an
Extraordinary General Meeting, and also all that is transacted at an Annual
General Meeting, with the exception of:

                  (a)  declaring dividends:

                  (b) receiving and/or adopting the accounts, balance sheets,
         reports of the Directors and Auditors and any other documents required
         by law to be attached or annexed to the balance sheets;


                                       37

<PAGE>

                  (c) appointing or re-appointing Directors to fill vacancies
         arising at the meeting on retirement whether by rotation or otherwise;

                  (d) re-appointing the retiring Auditors(unless they were last
         appointed otherwise than by the Company in General Meeting);

                  (e) fixing of the remuneration of the Auditors or determining
         the manner in which such remuneration is to be fixed.

         64. No business shall be transacted at any General Meeting unless a
quorum of Members is present at the time when the meeting proceeds to business;
save as herein otherwise provided, three Members present in person or by proxy
shall be a quorum. The appointment of a Chairman in accordance with the
provisions of these Articles shall not be treated as part of the business of the
meeting. If within thirty minutes from the time appointed for the meeting a
quorum be not present, the meeting, if convened by or upon the requisition of
Members, shall be dissolved. In any other case it shall stand adjourned to such
other day and such time and place as may have been specified for the purpose in
the notice convening the meeting or (if not so specified) as the Chairman of the
meeting may determine and in the latter case not less than seven days' notice of
the adjourned meeting shall be given in like manner as in the case of the
original meeting. If at such adjourned meeting a quorum be not present within
fifteen minutes from the time appointed therefor, the Member or Members present
in person or by proxy and entitled to vote shall be a quorum and shall have
power to decide upon all matters which could properly have been disposed of at
the meeting from which the adjournment took place.

         65. The Chairman of the Board of Directors, failing whom the Deputy
Chairman, shall preside as Chairman at every General Meeting of the Company. If
there be no such Chairman or Deputy Chairman, or if at any General Meeting
neither shall be present within ten minutes after the time appointed for holding
the meeting and willing to act as Chairman, the Directors present shall select
one of their number to be Chairman; or if no Director be present and willing to
take the chair the Members present and entitled to vote shall choose one of
their number to be Chairman of the meeting.

         66. The Chairman of the meeting may, with the consent of any meeting at
which a quorum is present (and shall if so directed by the meeting), adjourn the
meeting from time to time and from place to place; but no business shall be
transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place. When a meeting is adjourned
for fourteen days or more, not less than seven clear days' notice in writing of
the adjourned meeting shall be given specifying the day, the place and the time
of the meeting as in the case of an original meeting, but it shall not be
necessary to specify in such notice the nature of the business to be transacted
at the adjourned meeting. Save as aforesaid it shall not be necessary to give
any notice of an adjournment.

         67. If at any General Meeting an amendment shall be proposed to any
resolution under consideration but shall in good faith be ruled out of order by
the Chairman of the meeting, the proceedings on the substantive resolution shall
not be invalidated by any error in such ruling. In the case of a resolution duly
proposed as a Special or Extraordinary Resolution no amendment thereto (other
than an amendment to correct a patent error) may in any event be considered or
voted upon and in the case of a resolution proposed as an Ordinary Resolution no
amendment thereto (other than an amendment to correct a patent error) may be
considered or voted upon unless at least forty-eight hours prior to the time
appointed for holding the meeting or adjourned meeting at which such resolution
is to be proposed notice in writing of the terms of the amendment and intention
to move the same has been lodged at the Office.

         68. At any General Meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded:

                  (a)  by the Chairman of the meeting; or

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


                                       38

<PAGE>

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

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

Unless a poll be so demanded a declaration by the Chairman of the meeting that a
resolution has on a show of hands been carried or carried unanimously, or by a
particular majority, or lost and an entry to that effect in the book containing
the minutes of the proceedings of the Company shall be conclusive evidence of
the fact without proof of the number or proportion of the votes recorded in
favour of or against such resolution.

         69. Except as provided in Article 71, if a poll is duly demanded it
shall be taken in such manner (including the use of ballot or voting papers or
tickets) as the Chairman of the meeting directs, and the result of the poll
shall be deemed to be the resolution of the meeting at which the poll was
demanded. The Chairman of the meeting may (and if so directed by the meeting
shall) appoint scrutineers and may adjourn the meeting to some place and time
fixed by him for the purpose of declaring the result of a poll.

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

         71. A poll demanded on the election of a Chairman of the meeting or on
the question of an adjournment shall be taken forthwith. A poll demanded on any
other question shall be taken either immediately or at such subsequent time (not
being more than thirty days after the date of the meeting or adjourned meeting
at which the poll is demanded) and place as the Chairman of the meeting may
direct. No notice need be given of a poll not taken immediately. Any business
other than that upon which a poll has been demanded may be proceeded with
pending the taking of the poll. The demand for a poll may be withdrawn at any
time before the conclusion of the meeting; but, if a demand is withdrawn, the
Chairman of the meeting or other Members entitled may himself or themselves
demand a poll.

                                VOTES OF MEMBERS

         72. 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 shall have one vote, and on a poll every Member shall have one vote for
each share of which he is the holder.

         73. In the case of joint holders of a share the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders; and for this purpose
seniority shall be determined by the order in which the names stand in the
Register in respect of the share.

         74. A Member in respect of whom an order has been made by any court
having jurisdiction (in the United Kingdom or elsewhere) in matters concerning
mental disorder may vote, whether on a show of hands or on a poll, by his
receiver curator bonis or other person authorised in that behalf appointed by
that court, and such receiver curator bonis or other person may, on a poll, vote
by proxy: Provided that such evidence as the Directors may require of the
authority of the person claiming to vote shall have been deposited at the Office
not less than forty-eight hours before the time appointed for holding the
meeting or adjourned meeting or for taking the poll at which it is desired to
vote.

         75. No Member shall, unless the Directors otherwise determine, be
entitled, in respect of any share in the capital of the Company held by him, to
be present or to vote on any question, either in person or by proxy, at any
General Meeting or meeting of the holders of any class of shares of the Company,
or upon any poll, or to be reckoned in a quorum, or to exercise any other right
or privilege conferred by membership in relation to General Meetings of the
Company or meetings of the holders of any class of shares of the Company if any
call or other sum presently payable by him to the Company in respect of such
share remains unpaid.


                                       39

<PAGE>

         76. (A) If any Member, or any other person appearing to be interested
         in shares held by such Member, has been duly served with a notice under
         Section 212 of the Companies Act 1985 (as amended by the Companies Act
         1989) and is in default for the prescribed period in supplying to the
         Company the information thereby required, then, subject to the
         requirements of the London Stock Exchange, the Directors may in their
         absolute discretion at any time thereafter by a notice (a "direction
         notice") to such Member direct that, in respect of the shares in
         relation to which the default occurred (the "default shares" which
         expression shall include any further shares which are issued in respect
         of such shares), the Member shall not be entitled to be present or to
         vote either personally or by proxy at a General Meeting of the Company
         or a meeting of the holders of any class of shares of the Company or to
         exercise any other right conferred by membership in relation to General
         Meetings of the Company or meetings of the holders of any class of
         shares of the Company.

             (B) Where the default shares represent at least 0.25 per cent of
         the issued shares of that class, then the direction notice may
         additionally direct:

                           (i) that any dividend or part thereof or other money
                  which would otherwise be payable in respect of the default
                  shares shall be retained by the Company without any liability
                  to pay interest thereon when such money is finally paid to the
                  Member; and/or

                           (ii) that no transfer of any of the shares held by
                  such Member shall be registered unless:

                                    (a) the Member is not himself in default as
                           regards supplying the information required and the
                           transfer is of part only of the Member's holding
                           which, when presented for registration, is
                           accompanied by a certificate by the Member in a form
                           satisfactory to the Directors to the effect that
                           after due and careful inquiry the Member is satisfied
                           that none of the shares the subject of the transfer
                           are default shares; or

                                    (b)  the transfer is an approved transfer.

                  (C) The Company shall send to each other person appearing to
         be interested in the shares the subject of any direction notice a copy
         of the notice, but the failure or omission by the Company to do so
         shall not invalidate such notice.

                  (D) The sanctions under this Article 76 shall cease to apply
         seven days after the earlier of:

                           (i) receipt by the Company of notice of an approved
                  transfer, but only in relation to the shares transferred; and

                           (ii) receipt by the Company, in a form satisfactory
                  to the Directors, of all the information required by the
                  direction notice.

                  (E) For the purposes of this Article:

                           (i) a person shall be treated as appearing to be
                  interested in any shares if the Member holding such shares has
                  given to the Company a notification under the said Section 212
                  which either (a) names such person as being so interested or
                  (b) fails to establish the identities of those interested in
                  the shares and (after taking into account the said
                  notification and any other relevant Section 212 notification)
                  the Company knows or has reasonable cause to believe that the
                  person in question is or may be interested in the shares;

                           (ii) the prescribed period is 28 days from the date
                  of service of the notice under the said Section 212 except
                  where the default shares represent at least 0.25 per cent. of
                  the issued shares of that class in which case the prescribed
                  period is 14 days from such date; and


                                       40

<PAGE>

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

                                    (a) it is a transfer of shares to an offeror
                           by way or in pursuance of acceptance of a takeover
                           offer for a company (as defined in Section 428(1) of
                           the Companies Act 1985); or

                                    (b) the Directors are satisfied that the
                           transfer is made pursuant to a sale of the whole of
                           the beneficial ownership of the shares to a party
                           unconnected with the transferring Member and/or with
                           any other person appearing to be interested in such
                           shares; or

                                    (c) the transfer results from a sale made
                           through a recognized investment exchange or any stock
                           exchange outside the United Kingdom on which the
                           Company's shares are normally traded.

         77. No objection shall be raised to the qualification of any voter or
as to whether any votes have been counted which ought not to have been counted
or which might have been rejected, or as to whether any votes have not been
counted which ought to have been counted, except at the meeting or adjourned
meeting at which the vote objected to is given or tendered or at which the vote
which might have been counted is not counted, or (in the case of a poll) on or
within 24 hours of the declaration of the result of the poll, and every vote not
disallowed at such meeting shall be valid for all purposes. Any such objection
made in due time shall be referred to the Chairman of the meeting, whose
decision shall be final and conclusive.

         78. On a poll votes may be given personally or by proxy and a Member
entitled to more than one vote need not, if he votes, use all his votes or cast
all the votes he uses in the same way.

         79. The instrument appointing a proxy shall be in writing in any usual
or common form, or any other form which the Directors may approve, under the
hand of the appointor or of his attorney duly authorized in writing, or if the
appointor is a corporation, either under seal, or under the hand of an officer
or attorney duly authorized. The Directors may, but shall not be bound to,
require evidence of the authority of any such attorney or officer. The signature
on such instrument need not be witnessed. A proxy need not be a Member of the
Company. A Member may appoint more than one proxy to attend on the same
occasion. Deposit of an instrument of proxy shall not preclude a Member from
attending and voting in person at the meeting or any adjournment thereof.

         80. An instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed, or a notarially certified copy or a
copy certified in accordance with the Powers of Attorney Act 1971 of that power
or authority shall be deposited at the Office or at such other place (if any)
within the United Kingdom as is 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 for holding the meeting or adjourned meeting, at which the person named in
the instrument proposes to vote, or, in the case of a poll taken otherwise than
at or on the same day as the meeting or adjourned meeting, not less than
twenty-four hours before the time appointed for the taking of the poll at which
it is to be used, and in default the instrument of proxy shall not be treated as
valid.

         81. An instrument appointing a proxy shall, unless the contrary is
stated thereon, be valid as well for any adjournment of the meeting to which it
relates. An instrument of proxy may relate to more than one meeting (including
any adjournment thereof) and having once been so delivered for the purpose of
any meeting shall not require to be delivered in relation to any subsequent
meeting to which it relates. No instrument of proxy shall be valid after the
expiration of twelve months from the date of its execution except at an
adjourned meeting or on a poll demanded at a meeting or adjourned meeting in
cases where the meeting was originally held within twelve months from that date.

         82.  The instrument appointing a proxy shall be deemed to confer
authority to demand or join in demanding a poll.

         83. A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the principal
or revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the share in respect of which the proxy is given,
provided that no intimation in writing of such death, insanity, revocation or
transfer shall have been received by the Company at the Office or such other
place (if any) as is specified for


                                       41

<PAGE>

depositing the instrument of proxy before the commencement of the meeting or
adjourned meeting or the holding of a poll subsequently thereto at which such
vote is given.

         84. Subject to the provisions of the Statutes, a resolution in writing
signed by all the Members for the time being entitled to receive notice of and
to attend and vote at General Meetings (or being corporations by their duly
authorised representatives) shall be as valid and effective as if the same had
been passed at a General Meeting of the Company duly convened and held, and may
consist of two or more documents in like form each signed by one or more of the
Members.

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

                                    DIRECTORS

         86. Unless and until the Company in General Meeting shall otherwise
determine, the number of Directors shall be not fewer than two.

         87. A Director shall not be required to hold any shares in the capital
of the Company. A Director who is not a Member shall nevertheless be entitled to
receive notice of and attend and speak at all General Meetings of the Company
and all separate General Meetings of the holders of any class of shares in the
capital of the Company.

         88. Any provisions of the Statutes which, subject to the provisions of
these Articles, would have the effect of rendering any person ineligible for
appointment as a Director or liable to vacate office as Director on account of
his having reached any specified age or of requiring special notice or any other
special formality in connection with the appointment of any Director over a
specified age, shall not apply to the Company.

         89. A Director of the Company may be or continue as or become a
director or other officer servant or member of, or otherwise interested in, any
company promoted by the Company or in which the Company may be interested as
shareholder or otherwise, and no such Director shall be accountable to the
Company for any remuneration or other benefits received or receivable by him as
a director or other officer servant or member of, or from his interest in, such
other company.

         90. (1) The Directors (other than any Director who shall for the time
         being hold an executive office or employment under the Company or a
         subsidiary of the Company) shall be paid out of the funds of the
         Company by way of fees for their services as Directors such sums (if
         any) as the Directors may from time to time determine (not exceeding in
         the aggregate an annual sum of (pound)150,000 or such larger amount as
         the Company may by Ordinary Resolution determine). Such remuneration
         shall be deemed to accrue from day to day.

             (2) The Directors may also be paid all reasonable travelling,
         hotel and other expenses properly incurred by them in attending and
         returning from meetings of the Directors or any committee of the
         Directors or General Meetings or otherwise in connection with the
         business of the Company.

         91. Any Director who is appointed to any executive office or who serves
on any committee or who devotes special attention to the business of the
Company, 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 remuneration or extra remuneration by way of salary, percentage of
profits or otherwise as the Directors may determine.

         92. The Company shall in accordance with the provisions of the Statutes
duly keep a register showing, as respects each Director, interests of his in
shares in, or debentures of, the Company or associated companies.


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<PAGE>

                               ALTERNATE DIRECTORS

         93. (A) Each Director shall have the power at any time to appoint as an
         alternate Director either (i) another Director or (ii) any other person
         approved for that purpose by a resolution of the Directors, and, at any
         time, to terminate such appointment. Every appointment and removal of
         an alternate Director shall be in writing signed by the appointor and
         (subject to any approval required) shall (unless the Directors agree
         otherwise) only take effect upon receipt of such written appointment or
         removal at the Office or at a meeting of the Directors. An alternate
         Director shall not be required to hold any shares in the capital of the
         Company and shall not be counted in reckoning the maximum and minimum
         number of Directors allowed or required by Article 86.

             (B) An alternate Director so appointed shall not be entitled as
         such to receive any remuneration from the Company except only such
         part (if any) of the remuneration otherwise payable to his appointor as
         such appointor may by notice in writing to the Company from time to
         time direct, but shall otherwise be subject to the provisions of these
         Articles with respect to Directors. An alternate Director shall during
         his appointment be an officer of the Company and shall not be deemed to
         be an agent of his appointor.

             (C) An alternate Director shall (subject to his giving to the
         Company an address within the United Kingdom at which notices may be
         served upon him) be entitled to receive notices of all meetings of the
         Directors and of any committee of the Directors of which his appointor
         is a member and to attend and vote as a Director at any such meeting at
         which his appointor is not personally present and generally in the
         absence of his appointor to perform and exercise all functions, rights,
         powers and duties as Director of his appointor, and to receive notice
         of all General Meetings.

             (D) The appointment of an alternate Director shall
         automatically determine on the happening of any event which if he were
         a Director would cause him to vacate such office or if his appointor
         shall cease for any reason to be a Director otherwise than by retiring
         and being re-appointed at the same meeting.

             (E) A Director or any other person may act as alternate
         Director to represent more than one Director and an alternate Director
         shall be entitled at meetings of the Directors or any committee of the
         Directors to one vote for every Director whom he represents in addition
         to his own vote (if any) as a Director, but shall count as only one for
         the purpose of determining whether a quorum be present.

                                BORROWING POWERS

         94. (A) Subject as hereinafter provided, the Directors may exercise all
         the powers of the Company to borrow money, and to mortgage or charge
         its undertaking, property and uncalled capital, 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.

             (B) The Directors shall restrict the borrowings of the Company
         and exercise all voting and other rights or powers of control
         exercisable by the Company in relation to its subsidiary companies (if
         any) so as to ensure (so far, as regards subsidiary companies as by
         such exercise they can secure), that the aggregate amount for the time
         being remaining undischarged of all moneys borrowed by the Company and
         any of its subsidiary companies (exclusive of moneys for the time being
         owing by any subsidiary to the Company or to another subsidiary or by
         the Company to any subsidiary) shall not without the previous sanction
         of an Ordinary Resolution of the Company exceed an amount equal to four
         times the Adjusted Total of Capital and Reserves. For the purpose of
         the said limit, the issue of debentures shall be deemed to constitute a
         borrowing notwithstanding that the same may be issued in whole or in
         part for a consideration other than cash.

             (C) The expression "Adjusted Total of Capital and Reserves"
means the aggregate of:

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


                                       43

<PAGE>

                           (ii) the amounts standing to the credit of the
                  capital, special and revenue reserves (including any share
                  premium account, capital redemption reserve fund and profit
                  and loss account) of the Company;

                  all as shown in the latest audited Balance Sheet of the
                  Company after:

                           (i) deducting an amount equivalent to any
                  distribution by the Company, or by any of its subsidiaries
                  otherwise than in favour of the Company out of profits down to
                  the date of such Balance Sheet of the Company which may have
                  been declared, recommended or made since that date except in
                  so far as such distribution is provided for in such Balance
                  Sheet of the Company;

                           (ii) making such adjustments as may be appropriate to
                  reflect any variation in the paid up share capital of the
                  Company or in the said capital reserves which has taken place
                  since the date of such Balance Sheet of the Company or which
                  would result from any transaction contemplated at the time
                  when the Adjusted Total of Capital and Reserves is being
                  calculated or from any transaction connected therewith.

                  (D) A certificate in writing by the Auditors for the time
         being of the Company as to the amount of the Adjusted Total of Capital
         and Reserves or as to the amount deemed to be outstanding as borrowed
         moneys at any date shall be conclusive for all purposes as to the
         matters thereby certified.

                  (E) No lender or other person dealing with the Company or any
         of its subsidiary companies shall be concerned to see or inquire
         whether the limit imposed by this Article is observed, and no debt
         incurred or security given in excess of such limit shall be invalid or
         ineffectual unless the lender or the recipient of the security had at
         the time when the debt was incurred or security given express notice
         that the said limit had been or would thereby be exceeded.

                         POWERS AND DUTIES OF DIRECTORS

         95. The business of the Company shall be managed by the Directors, who
may exercise all such powers of the Company as are not, by the Statutes or by
these Articles, required to be exercised by the Company in General Meeting,
subject, nevertheless, to the provisions of these Articles and of the Statutes,
and to such directions, being not inconsistent with any provisions of these
Articles and of the Statutes, as may be given by the Company in General Meeting:
Provided that no direction given by the Company in General Meeting shall
invalidate any prior act of the Directors which would have been valid if such
direction had not been given. The general powers conferred upon the Directors by
this Article shall not be deemed to be abridged or restricted by any specific
authority or power conferred upon the Directors by any other Article.

         96. (A) The Directors may procure the establishment and maintenance of
         or participate in, or contribute to any non-contributory or
         contributory pension or superannuation fund, scheme or arrangement or
         life assurance scheme or arrangement for the benefit of, and pay,
         provide for or procure the grant of donations, gratuities, pensions,
         allowances, benefits or emoluments to, any persons who are or shall
         have been at any time Directors of the Company or in the employment or
         service of the Company or of any company which is or was a subsidiary
         of or allied to or associated with the Company or of the predecessors
         in business of the Company or any such subsidiary or associated company
         or the wives, widows, families, relatives or dependants of any such
         persons and so that any Director shall be entitled to receive and
         retain for his own benefit any such pension, annuity, gratuity,
         allowance or other benefit (whether under any such fund or scheme or
         otherwise).

             (B) The Directors may also procure the establishment and
         subsidy of or subscription to and support of any institutions,
         associations, clubs, funds or trusts calculated to be for the benefit
         of any such persons as aforesaid or otherwise to advance the interests
         and well-being of the Company or of any such other company as
         aforesaid, or its members, and may take or procure payments for or
         towards the insurance of any such persons as aforesaid and
         subscriptions or guarantees for charitable or benevolent objects or for
         any exhibition or for any public, general or useful object.


                                       44

<PAGE>

             (C) Without prejudice to the provisions of Article 154 the
         Directors shall have power to purchase and maintain insurance for or
         for the benefit of any persons who are or were at any time Directors,
         officers or employees or auditors of the Company, or of any other
         company which is its holding company or in which the Company or such
         holding company or any of the predecessors of the Company or of such
         holding company has any interest whether direct or indirect or which is
         in any way allied to or associated with the Company, or of any
         subsidiary undertaking of the Company or of any such other company, or
         who are or were at any time trustees of any pension fund in which any
         employees of the Company or of any such other company or subsidiary
         undertaking are interested, including (without prejudice to the
         generality of the foregoing) insurance against any liability incurred
         by such persons in respect of any act or omission in the actual or
         purported execution and/or discharge of their duties and/or in the
         exercise or purported exercise of their powers and/or otherwise in
         relation to their duties, powers or offices in relation to the Company
         or any such other company, subsidiary undertaking or pension fund. For
         the purposes of this Regulation "holding company" and "subsidiary
         undertaking" shall have the same meanings as in the Companies Act 1989.

             (D) Without prejudice to the generality of the foregoing
         paragraphs of this Article, the Directors may exercise any of the
         powers conferred by the Statutes to make provision for the benefit of
         any such persons as aforesaid in connection with the cessation or the
         transfer to any person of the whole or part of the undertaking of the
         Company or any of its subsidiaries.


             (E) The Directors may procure any of the matters aforesaid to
         be done by the Company either alone or in conjunction with any other
         company.

         97. The Directors may make such arrangements as they think fit for the
management and transaction of the Company's affairs in the United Kingdom and
elsewhere and may from time to time and at any time establish any local boards
or agencies for managing any of the affairs of the Company in any specified
locality, and may appoint any persons to be members of such local board, or any
managers or agents, and may fix their remuneration. And the Directors from time
to time, and at any time, may delegate to any person so appointed any of the
powers, authorities, and discretions for the time being vested in the Directors
(other than the powers of borrowing and of making calls), with power to
sub-delegate, and may authorise the members for the time being of any such local
board, or any of them, to fill up any vacancies therein, and to act
notwithstanding vacancies; and any such appointment or delegation may be made on
such terms and subject to such conditions as the Directors may think fit, and
the Directors may at any time remove any person so appointed, and may annul or
vary any such delegation.

         98. The Directors may from time to time and at any time by power of
attorney appoint any company, firm or person or 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, and any such powers of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorney as the
Directors may think fit and may also authorise any such attorney to sub-delegate
all or any of the powers, authorities and discretions vested in him.

         99. The Company may exercise the powers conferred by the Statutes with
regard to having an official seal for use abroad and the powers conferred by
Section 40 of the Companies Act 1985 with regard to having an official seal for
sealing and evidencing securities, and such powers shall be vested in the
Directors.

         100. The Company may exercise the powers conferred upon the Company by
the Statutes with regard to the keeping of an overseas branch register, and the
Directors may (subject to the provisions of the Statutes) make and vary such
regulations as they may think fit respecting the keeping of any such register.

         101.(A) Subject to the provisions of the Statutes, a Director may hold
         any other office or place of profit under the Company, except that of
         Auditor, in conjunction with the office of Director and may act by
         himself or through his firm in a professional capacity for the Company,
         and in any such case on such terms as to remuneration and otherwise as
         the Directors may arrange. Any such remuneration shall be in addition
         to any remuneration provided for by any other Article. No Director or
         intending Director shall be disqualified by his office from entering
         into any contract,


                                       45

<PAGE>

         arrangement, transaction or proposal with the Company either with
         regard to his tenure of any such other office or place of profit or any
         such acting in a professional capacity or as a vendor, purchaser or
         otherwise. Subject to the provisions of the Statutes and save as
         therein provided no such contract, arrangement, transaction or proposal
         entered into by or on behalf of the Company in which any Director or
         person connected with him is in any way interested, whether directly or
         indirectly, shall be liable to be avoided, nor shall any Director who
         enters into any such contract, arrangement, transaction or proposal or
         who is so interested be liable to account to the Company for any profit
         realised by any such contract, arrangement, transaction or proposal by
         reason of such Director holding that office or of the fiduciary
         relation thereby established, but he shall declare the nature of his
         interest in accordance with the Statutes.

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

             (C) A Director shall (in the absence of some other material
         interest than is indicated below) be entitled to vote (and be counted
         in the quorum) in respect of any resolution concerning any of the
         following matters, namely:

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

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

                           (iii) any proposal concerning an offer of shares or
                  debentures or other securities of or by the Company or any of
                  its subsidiaries for subscription or purchase in which offer
                  he is or is to be interested as a participant in the
                  underwriting or sub-underwriting thereof;

                           (iv) any contract, arrangement, transaction or other
                  proposal concerning any other body corporate in which he is
                  interested, directly or indirectly and whether as an officer
                  or shareholder or otherwise howsoever, provided that he is not
                  the holder of or beneficially interested in one per cent. or
                  more of any class of the equity share capital of such body
                  corporate (or of a third body corporate through which his
                  interest is derived) or of the voting rights available to
                  members of the relevant body corporate (any such interest
                  being deemed for the purposes of this Article to be a material
                  interest in all circumstances);

                           (v) any contract, arrangement, transaction or other
                  proposal concerning the adoption, modification or operation of
                  a superannuation fund or retirements death or disability
                  benefits scheme under which he may benefit and which relates
                  to both employees and Directors of the Company and which does
                  not accord to any Director as such any privilege or advantage
                  not generally accorded to the employees to whom such scheme or
                  fund relates;

                           (vi) any contract, arrangement, transaction or other
                  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 to
                  acquire shares of the Company or any arrangement for the
                  benefit of employees of the Company or any of its subsidiaries
                  under which the Director benefits in a similar manner to
                  employees and which does not accord to any Director as such
                  any privilege or advantage not generally accorded to the
                  employees to whom the scheme relates; and

                           (vii) any proposal concerning any insurance which the
                  Company is empowered to purchase and/or maintain for or for
                  the benefit of any Directors of the Company or for persons who
                  include Directors of the Company.


                                       46

<PAGE>

                  (D) A Director shall not vote or be counted in the quorum on
         any resolution concerning his own appointment as the holder of any
         office or place of profit with the Company or any company in which the
         Company is interested including fixing or varying the terms of his
         appointment or the termination thereof.

                  (E) 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 cases each of the Directors concerned (if not debarred from voting
         under paragraph (C)(iv) of this Article) shall be entitled to vote (and
         be counted in the quorum) in respect of each resolution except that
         concerning his own appointment.

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

                  (G) Subject to the provisions of the Statutes the Company may
         by Ordinary Resolution 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.

         102. The Directors may exercise or procure the exercise of the voting
rights conferred by the shares in any other company held or owned by the
Company, and may exercise any voting rights to which they are entitled as
Directors of such other company, in such manner as they shall in their absolute
discretion think fit, including the exercise thereof in favour of any resolution
appointing themselves or any of them as directors, officers or servants of such
other company, and fixing their remuneration as such, and may vote as Directors
of this Company in connection with any of the matters aforesaid.

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

         104.(A) The Directors shall cause minutes to be made in books provided
for the purpose:

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

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

                  (c) of all resolutions and proceedings at all meetings of the
         Company, and of the Directors, and of committees of Directors.

         It shall not be necessary for Directors present at any meeting of
         Directors or committee of Directors to sign their names in the Minute
         Book or other book kept for recording attendance. Any such minute as
         aforesaid, if purporting to be signed by the Chairman of the meeting at
         which the proceedings were had, or by the Chairman of the next
         succeeding meeting, shall be receivable as prima facie evidence of the
         matters stated in such minutes without any further proof.

                  (B) Any Director or the Secretary or any person appointed by
         the Directors for the purpose shall have power to authenticate any
         documents affecting the constitution of the Company and any resolutions
         passed by the Company or the Directors or any committee, and any books,
         records, documents and accounts relating to the business of the
         Company, and to certify copies thereof or extracts therefrom as true
         copies or extracts; and where any books, records, documents or accounts
         are elsewhere than at the Office the local manager or other officer of
         the Company having the custody thereof shall be deemed to be a person
         appointed by the Directors as aforesaid. A document purporting to be a


                                       47

<PAGE>

         copy of a resolution, or an extract from the minutes of a meeting, of
         the Company or of the Directors or any committee which is certified as
         aforesaid shall be conclusive evidence in favour of all persons dealing
         with the Company upon the faith thereof that such resolution has been
         duly passed or, as the case may be, that any minute so extracted is a
         true and accurate record of proceedings at a duly constituted meeting.


                                       48

<PAGE>

                          DISQUALIFICATION OF DIRECTORS

         105.  The office of a Director shall be vacated in any of the following
events, namely:

                  (a) if he becomes bankrupt or a receiving order is made
         against him or he makes any arrangement or composition with his
         creditors generally;

                  (b) if he becomes prohibited by law from acting as a Director;

                  (c) if in England or elsewhere an Order is made by any Court
         claiming jurisdiction in that behalf on the ground (however formulated)
         of mental disorder for his detention or for the appointment of a
         guardian or receiver or other person to exercise powers with respect to
         his property or affairs;

                  (d) if he resigns his office by notice in writing under his
         hand to the Company or offers in writing under his hand to resign and
         the Directors resolve to accept such offer;

                  (e) if not having leave of absence from the Directors, he and
         his alternate (if any) fail to attend the meetings of the Directors for
         six successive months, unless prevented by illness, unavoidable
         accident or other cause which may seem to the Directors to be
         sufficient, and the Directors resolve that his office be vacated;

                  (f) if all the other Directors unanimously resolve that he be
         removed as a Director.

                              ROTATION OF DIRECTORS

         106. At each Annual General Meeting of the Company one-third of the
Directors for the time being, or, if their number is not three or a multiple of
three, then the number nearest to but (except when less than three directors are
subject to retirement) not exceeding one-third, shall retire from office. A
Director retiring at a meeting shall retain office until the dissolution of such
meeting.

         107. The Directors to retire by rotation shall include (so far as
necessary to obtain the number required) any Director who wishes to retire and
not to offer himself for re-election. Any further Directors so to retire, shall
be those who have been longest in office since their last election, but as
between persons who became Directors on the same day those to retire shall
(unless they otherwise agree among themselves) be determined by lot. A retiring
Director shall be eligible for re-election.

         108. The Company at the meeting at which a Director retires under any
provision of these Articles may by Ordinary Resolution fill up the vacated
office by electing thereto the retiring Director or some other person eligible
for appointment. In default the retiring Director shall be deemed to have been
re-elected except in any of the following cases, namely if:

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

                  (b) such Director has given notice in writing to the Company
         that he is unwilling to be re-elected; or

                  (c) the default is due to the moving of a resolution in
         contravention of the next following Article.

         109. A single resolution for the appointment of two or more persons as
Directors shall not be put at any General Meeting, unless a resolution that it
shall be so put has first been agreed to by the meeting without any vote being
given against it.

         110. No person other than a Director retiring at the meeting shall,
unless recommended by the Directors, be eligible for election or re-election to
the office of Director at any General Meeting unless not less than seven nor
more than twenty-one days before the date appointed for the meeting there shall
have been left at the Office notice in writing, signed by a Member (other


                                       49

<PAGE>

than the person proposed) duly qualified to attend and vote at such meeting, of
his intention to propose such person for election, and also notice in writing
signed by that person of his willingness to be elected or re-elected.

         111. The Company may from time to time by Ordinary Resolution increase
or reduce the number of Directors then in office, and may also determine in what
rotation the increased or reduced number is to go out of office.

         112. The Directors shall have power at any time, and from time to time,
to appoint any person to be a Director of the Company, either to fill a casual
vacancy or as an addition to the existing Directors, but so that the total
number of Directors shall not at any time exceed the maximum number, if any,
fixed by or pursuant to these Articles. Any Director so appointed shall hold
office only until the next following Annual General Meeting, and shall then be
eligible for re-election but shall not be taken into account in determining the
Directors who are to retire by rotation at such meeting.

         113. The Company may by Ordinary Resolution, of which special notice
has been given in accordance with the provisions of the Statutes, remove any
Director before the expiration of his period of office notwithstanding anything
in these Articles or in any agreement between the Company and such Director.
Such removal shall be without prejudice to any claim such Director may have for
damages for breach of any contract of service between him and the Company.

         114. The Company may by Ordinary Resolution appoint another person in
place of a Director removed from office under the immediately preceding Article,
and without prejudice to the powers of the Directors under Article 112 the
Company in General Meeting may appoint any person to be a Director either to
fill a casual vacancy or as an additional Director. A person appointed in place
of a Director so removed or to fill such a vacancy shall be subject to
retirement at the same time as if he had become a Director on the day on which
the Director in whose place he is appointed was last elected a Director.

                            PROCEEDINGS OF DIRECTORS

         115.(A) The Directors may meet together for the despatch of business,
         adjourn and otherwise regulate their meetings, as they think fit, and
         determine the quorum necessary for the transaction of business. Until
         otherwise determined two Directors shall constitute a quorum. Questions
         arising at any meeting shall be decided by a majority of votes. In case
         of an equality of votes, the Chairman shall have a second or casting
         vote. A Director may, and the Secretary on the requisition of a
         Director shall, at any time summon a meeting of the Directors. Any
         Director may waive notice of any meeting and any such waiver may be
         retroactive.

             (B) All or any of the Directors or any committee thereof may
         participate in a meeting of the Directors or that committee by means of
         a conference telephone or any communication equipment which allows all
         persons participating in the meeting to hear each other. Any person so
         participating shall be deemed to be present in person at the meeting
         and shall be entitled to vote or be counted in a quorum accordingly.
         Such a meeting shall be deemed to take place where the largest group of
         those participating is assembled, or, if there is no such group, where
         the Chairman of the meeting is then present.

         116. Notice of a meeting of the Directors shall be deemed to be duly
given to a Director if it is given to him personally or by word of mouth or sent
in writing to him at his last known address or any other address given by him to
the Company for this purpose. It shall not be necessary to give notice of a
meeting of the Directors to (a) any Director for the time being absent or
intending to be absent from the United Kingdom unless such Director has
requested the Company that notice of meetings of the Directors shall during his
absence be sent in writing to him at his last known address or any other address
given by him to the Company for this purpose, whether or not out of the United
Kingdom or (b) to any alternate Director who has not given to the Company an
address within the United Kingdom at which notice may be served upon him.

         117. The continuing Directors or sole continuing Director may act
notwithstanding any vacancy in their body, but, if and so long as their number
is reduced below the number fixed by or pursuant to these Articles as the
necessary quorum of Directors, the continuing Directors or Director may act for
the purpose of increasing the number of Directors to that number, or of
summoning a General Meeting of the Company, but for no other purpose. If there
be no Directors or Director able or willing to act, then any two Members may
summon a General Meeting for the purpose of appointing Directors.


                                       50

<PAGE>

         118. The Directors may elect from their number a Chairman and a Deputy
Chairman of their meetings and determine the period for which each is to hold
office; but if no such Chairman or Deputy Chairman be elected, or if at any
meeting no Chairman or Deputy Chairman shall be present within five minutes
after the time appointed for holding the same, the Directors present shall
choose one of their number to be Chairman of such meeting.

         119. The Directors may from time to time and always in compliance with
Article 10A(H)(iii) appoint committees consisting of one or more members of
their body as they think fit and may co-opt one or more other persons as
hereinafter provided. The Directors may delegate any of their powers or
discretions to any such committee and from time to time revoke any such
delegation and discharge any such committee wholly or in part. Insofar as any
such power or discretion is so delegated any reference in these Articles to the
exercise of discretion by the Directors of such power or discretion shall be
read and construed as if it were a reference to such committee. Any committee so
formed shall in the exercise of the powers so delegated conform to any
regulations that may be imposed by the Directors in default of which proceedings
of a committee consisting of more than one member shall be regulated mutatis
mutandis like the proceedings of the Directors. Any such regulations may provide
for or authorise the co-option to the committee of persons other than Directors
and for such co-opted members to have voting rights as members of the committee
but so that (a) the number of co-opted members shall be less than one-half of
the total number of members of the committee and (b) no resolution of the
committee shall be effective unless a majority of the members of the committee
present throughout the meeting are Directors.

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

         121. A resolution in writing, signed by all the Directors for the time
being entitled to receive notice of a meeting of the Directors, shall be as
valid and effective for all purposes as a resolution of the Directors passed at
a meeting duly convened and held, and may consist of two or more documents in
like form each signed by one or more of the Directors: Provided that such a
resolution need not be signed by an alternate Director if it is signed by the
Director who appointed him.

                        MANAGING AND EXECUTIVE DIRECTORS

         122. Subject to the provisions of the Statutes the Directors may from
time to time appoint one or more of their body to be the holder of any executive
office (including, where considered appropriate, the office of Chairman or
Deputy Chairman), for such period and on such terms as they think fit, and,
subject to the terms of any service contract entered into in any particular case
and without prejudice to any claim for damages such Director may have for breach
of any such service contract, may revoke or vary the terms of such appointment.
The appointment of a Director to such office shall, without prejudice, to any
claim for damages such Director may have for breach of any service contract
between him and the Company, be automatically determined if he ceases from any
cause to be a Director.

         123. The salary or remuneration of any Director holding any executive
office shall, subject as provided in any contract, be such as the Directors may
from time to time determine, and may either be a fixed sum of money, or may
altogether or in part be governed by the business done or profits made, and may
include the making of provisions for the payment to him, his widow or other
dependants, of a pension on retirement from the office or employment to which he
is appointed and for the participation in pension and life assurance benefits,
or may be upon such other terms as the Directors determine.

         124. The Directors may entrust to and confer upon any Director holding
any executive office any of the powers exercisable by them upon such terms and
conditions and with such restrictions as they may think fit, and either
collaterally with or to the exclusion of their own powers and may from time to
time revoke, withdraw, alter or vary all or any of such powers.


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<PAGE>

                                    SECRETARY

         125.(A) Subject to the provisions of the Statutes the Secretary shall
         be appointed by the Directors for such term, at such remuneration and
         upon such conditions as they think fit; and any Secretary so appointed
         may (without prejudice to any claim for breach of damages for breach of
         any contract between him and the Company) be removed by them.

             (B) A provision of the Statutes 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 Director and as, or in place of, the Secretary.

             (C) The Directors may, at any time and from time to time,
         appoint any person to be Assistant or Deputy Secretary and anything
         required or authorised to be done by or to the Secretary may be done by
         or to any Assistant or Deputy Secretary so appointed; and any Assistant
         or Deputy Secretary may (without prejudice to any claim for damages for
         breach of any contract between him and the Company) be removed by the
         Directors.

                                    THE SEAL

         126. (A) The Directors shall provide for the safe custody of the Seal
         and any official seal under Section 40 of the Companies Act 1985, and
         the Company may exercise the powers conferred by the Statutes with
         regard to having an official seal for use in any territory outside the
         United Kingdom, and such powers shall be vested in the Directors.
         Whenever in these Articles reference is made to the Seal, the reference
         shall, when and so far as may be applicable, be deemed to include any
         such official seal as aforesaid.

              (B) Where the Statutes so permit, any instrument signed by one
         Director and the Secretary or by two Directors and expressed to be
         executed by the Company shall have the same effect as if executed under
         the Seal.

              (C) The Seal shall not be affixed to any instrument and no
         instrument shall be executed having the same effect as if executed
         under the Seal except by the general or special authority of a
         resolution of the Directors, or of a committee of the Directors
         authorised in that behalf. The Directors may from time to time make
         such regulations as they think fit (subject to the provisions of these
         Articles) determining the persons and the number of such persons who
         shall sign every instrument to which the Seal is affixed. Until
         otherwise so determined, every such instrument shall be signed by a
         Director and countersigned by the Secretary or another Director, and in
         favour of any purchaser or person bona fide dealing with the Company,
         the signatures of such persons shall be conclusive evidence of the fact
         that the Seal has been properly affixed.

              (D) Every certificate of shares, debentures, debenture stock
         or representing any other form of security of the Company (other than
         letters of allotment, receipts for securities or certificates of
         deposit) shall be issued under the Seal or under any official seal kept
         by the Company pursuant to Section 40 of the Act or in such other
         manner having the same effect as if issued under the Seal.

              (E) Each certificate to which the Seal shall be affixed shall
         bear the autographic signatures of at least one Director and the
         Secretary or other person acting in the place of the Secretary,
         provided that the Directors may by resolution determine (either
         generally or in any particular case or cases) that such signatures
         shall be dispensed with, or shall be affixed by means of some method of
         system of mechanical signature.

              (F) Each certificate to which such official seal as is
         referred to in paragraph (D) of this Article shall be affixed need not
         bear any signatures.

                                     RESERVE

         127. Subject to Article 10A(C)(i), the Directors may, before
recommending any dividend, set aside out of the profits of the Company such sums
as they think proper as a reserve or reserves which shall, at the discretion of
the Directors, be applicable for any purpose to which the profits of the Company
may be properly applied, and pending such application may, at the like
discretion, either be employed in the business of the Company or be invested in
such investments as the Directors think fit. The


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<PAGE>

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 think fit. The
Directors may also without placing the same to reserve carry forward any profits
which they may think prudent not to divide.


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<PAGE>

                                    DIVIDENDS

         128. The profits of the Company available for dividend and resolved to
be distributed shall be applied in the payment of dividends to the Members in
accordance with their respective rights and priorities. The Company in General
Meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Directors. Dividends regarding the Participating Shares shall
be paid only in accordance with Article 10A(C).

         129. The Directors may if they think fit from time to time pay to the
Members such interim dividends as appear to the Directors to be justified by the
profits of the Company. If at any time the share capital of the Company is
divided into different classes the Directors may pay such interim dividends in
respect of those shares in the capital of the Company which confer on the
holders thereof deferred or non-preferred rights as well as in respect of those
shares which confer on the holders thereof preferential rights with regard to
dividend and provided that the Directors act bona fide they shall not incur any
responsibility to the holders of shares conferring a preference for any damage
that they may suffer by reason of the payment of an interim dividend on any
shares having deferred or non-preferred rights. The Directors may also pay the
fixed dividend payable on any shares of the Company half-yearly or otherwise on
fixed dates, whenever such profits, in the opinion of the Directors, justify
that course.

         130. No dividend or interim dividend shall be paid otherwise than in
accordance with the provisions of the Statutes which apply to the Company.

         131. Subject to the rights of persons, if any, entitled to shares with
any priority, preference or special rights as to dividend, all dividends shall
be declared and paid according to the amounts paid up on the shares in respect
whereof the dividend is paid, but no amount paid up on a share in advance of
calls shall be treated for the purpose of this Article as paid up on the share.
All dividends shall be apportioned and paid proportionately to the amounts paid
up on the shares during any portion or portions of the period in respect of
which the dividend is paid; but if any share is issued on terms providing that
it shall rank for dividend as if paid up in full or in part from a particular
date, whether past or future, such share shall rank for dividend accordingly.

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

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

         133. Any General Meeting declaring a dividend may, upon the
recommendation of the Directors, by Ordinary Resolution direct payment of such
dividend wholly or in part by the distribution of specific assets and in
particular of paid up shares or debentures of any other company, and the
Directors shall give effect to such direction. Where any difficulty arises in
regard to such 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 and may determine
that cash payments shall be made to any Members upon the footing of the value so
fixed in order to adjust the rights of all parties, and may vest any such
specific assets in trustees as may seem expedient to the Directors.

         134. (A) All dividends and interest shall belong and be paid (subject
         to any lien of the Company) to those Members whose names shall be on
         the Register at the date at which such dividend shall be declared or at
         the date on which such interest shall be payable respectively, or at
         such other date as the Company by Ordinary Resolution or the Directors
         may determine notwithstanding any subsequent transfer or transmission
         of shares. The Company may pay any dividend, interest or other moneys
         payable in cash in respect of shares, by direct debit, bank transfer,
         cheque, dividend warrant or money order and may remit the same by post
         directed to the registered address of the holder or, in the case of
         joint holders, to the registered address of the joint holder whose name
         stands first in the Register, or to such person


                                       54

<PAGE>

         and to such address as the holder or joint holders may in writing
         direct, and the Company shall not be responsible for any loss of any
         such cheque, warrant or order. Every such cheque, warrant or order
         shall be made payable to the order of the person to whom it is sent, or
         to such person as the holder or joint holders may in writing direct,
         and the payment of such cheque, warrant or order shall be a good
         discharge to the Company. If any such cheque, warrant or order has or
         shall be alleged to have been lost, stolen or destroyed, the Directors
         may, on request of the person entitled thereto, issue a replacement
         cheque, warrant or order subject to compliance with such conditions as
         to evidence and indemnity and the payment of out of pocket expenses of
         the Company in connection with the request as the Directors may think
         fit. Any one of two or more joint holders may give effectual receipts
         for any dividends or other moneys payable in respect of the share held
         by him as joint holder.

                  (B) If on two consecutive occasions (or following one such
         occasion, where reasonable enquiries have failed to establish another
         address or account of the person entitled to the payment) cheques
         warrants or orders in payment of dividends or other moneys payable in
         respect of any share have been sent through the post in accordance with
         the provisions of this Article but have been returned undelivered or
         left un-cashed during the periods for which the same are valid, the
         Company need not thereafter despatch further cheques or warrants in
         payment of dividends or other moneys payable in respect of the share in
         question until the Member or other person entitled thereto shall have
         communicated with the Company and supplied in writing to the Office an
         address for the purpose. The Company shall not be responsible for any
         cheque or warrant lost in transmission.

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

         136. All dividends, interest or other sums payable unclaimed may be
invested or otherwise made use of by the Directors for the benefit of the
Company until claimed and so that the Company shall not thereby be constituted a
trustee in respect thereof. All dividends, interest or other sums unclaimed for
a period of twelve years (or such shorter period as may be approved under any
regulations from time to time made by The Stock Exchange and to which the
Company is subject) after their date of payment shall be forfeited and shall
revert to the Company. The payment of any unclaimed dividend, interest or other
sum payable by the Company on or in respect of any share into a separate account
shall not constitute the Company a trustee thereof.

                  CAPITALISATION OF PROFITS AND SCRIP DIVIDENDS

         137. Subject to the provisions of Article 138, the Directors may
capitalise any part of the amount for the time being standing to the credit of
any of the Company's reserve accounts (including any share premium account and
capital redemption reserve) or to the credit of the profit and loss account (in
each case, whether or not such amounts are available for distribution), and
appropriate the sum resolved to be capitalised either:

                  (i) to the holders of Ordinary Shares who would have been
         entitled thereto if distributed by way of dividend and in the same
         proportions; and the Directors shall apply such sum on their behalf
         either in or towards paying up the amounts, if any, for the time being
         unpaid on any shares held by such holders of Ordinary Shares
         respectively or in paying up in full at par unissued shares or
         debentures of the Company to be allotted credited as fully paid up to
         such holders of Ordinary Shares in the proportion aforesaid, or partly
         in the one way and partly in the other;

                  (ii) to such holders of Ordinary Shares who may, in relation
         to any dividend or dividends, validly accept an offer or offers on such
         terms and conditions as the Directors may determine (and subject to
         such exclusions or other arrangements as the Directors may consider
         necessary or expedient to deal with legal or practical problems in
         respect of overseas shareholders) to receive new Ordinary Shares,
         credited as fully paid up, in lieu of the whole or any part of any such
         dividend or dividends (any such offer being called a "Scrip Dividend
         Offer"); and the Directors shall apply such sum on their behalf in
         paying up in full at par unissued shares (in accordance with the terms,
         conditions and exclusions or other arrangements of the Scrip Dividend
         Offer) to be allotted credited as fully paid up to such holders
         respectively;

                  (iii) to the holders of the Participating Shares for the issue
         of bonus shares in accordance with Article 10A(C)(iv), 10A(F)(iii)(d)
         or 10A(F)(iii)(e).


                                       55

<PAGE>

         138. (1) The authority of the Company in General Meeting shall be
         required before the Directors implement any Scrip Dividend Offer (which
         authority may extend to one or more offers), but for the avoidance of
         doubt shall not be required in relation to the issue of bonus shares to
         the holders of the Participating Shares in accordance with Article
         10A(C)(iv).

              (2) The authority of the Company in General Meeting shall be
         required for any capitalisation pursuant to paragraph (i) of Article
         137 above.

              (3) A share premium account and a capital redemption reserve
         and any other amounts which are not available for distribution may only
         be applied in the paying up of unissued shares to be allotted to
         holders of Ordinary Shares of the Company credited as fully paid up, or
         for the issue of bonus shares to the holders of the Participating
         Shares in accordance with Article 10A(C)(iv), 10A(F)(iii)(d) or
         10A(F)(iii)(e).

              (4) The Directors may in their discretion suspend or terminate
         any Scrip Dividend Offer which is in operation, but for the avoidance
         of doubt may not suspend or terminate the issue of bonus shares to the
         holders of the Participating Shares in accordance with Article
         10A(C)(iv), 10A(F)(iii)(d) or 10A(F)(iii)(e).

         139. Whenever a capitalisation requires to be effected, the Directors
may do all acts and things which they may consider necessary or expedient to
give effect thereto, with full power to the Directors to make such provision as
they think fit for the case of shares or debentures becoming distributable in
fractions (including provisions whereby fractional entitlements are disregarded
or the benefit thereof accrues to the Company rather than to the Members
concerned) and also to authorise any person to enter on behalf of all Members
concerned into an agreement with the Company providing for any such
capitalisation and matters incidental thereto and any agreement made under such
authority shall be effective and binding on all concerned.

                                    ACCOUNTS

         140. The Directors shall cause accounting records to be kept in
accordance with the provisions of the Statutes.

         141. The accounting records shall be kept at the Office or, subject to
the provisions of the Statutes, at such other place or places as the Directors
think fit, and shall always be open to the inspection of the officers of the
Company.

         142. The Directors shall from time to time determine whether and to
what extent and at what times and places and under what conditions or
regulations the accounting records 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 statute or authorised by the Directors or by
the Company in General Meeting.

         143. The Directors shall from time to time in accordance with the
provisions of the Statutes, cause to be prepared and to be laid before the
Company in General Meeting such profit and loss accounts, balance sheets, group
accounts (if any) and reports as are referred to in the Statutes.

         144. A printed copy of every balance sheet (including every document
required by law to be annexed thereto) which is to be laid before the Company in
General Meeting, together with a copy of the Auditors' report and Directors'
report, shall not less than twenty-one days before the date of the meeting be
sent to every Member (whether or not he is entitled to receive notices of
General Meetings of the Company) and every holder of debentures of the Company
(whether or not he is so entitled) and to every other person who is entitled to
receive notices of meetings from the Company under the provisions of the
Statutes or these Articles, provided that this Article shall not require a copy
of those documents to be sent to any person of whose address the Company is not
aware or to more than one of the joint holders of any shares or debentures and
provided further that if the Statutes so permit the company need not send copies
of such documents to members who do not wish to receive them but may send them
such summary financial statement or other documents as may be authorised by the
Statutes.


                                       56

<PAGE>

                                      AUDIT

         145. Auditors shall be appointed and their duties regulated in
accordance with the provisions of the Statutes.


                                       57

<PAGE>

                                     NOTICES

         146. Any notice or document (including a stock or share certificate)
may be given by the Company to any Member either personally or by sending it by
post to him or to his registered address, or (if he has no registered address
within the United Kingdom) to the address, if any, within the United Kingdom
supplied by him to the Company for the giving of notice to him. A Member who has
no registered address within the United Kingdom, and has not supplied an address
within the United Kingdom as aforesaid, shall not be entitled to receive any
notice from the Company.

         147. (A) If at any time by reason of the suspension or any curtailment
         of postal services in the United Kingdom the Company is unable
         effectively to convene a General Meeting by notices sent through the
         post, a General Meeting may be convened by a notice advertised on the
         same date in at least two daily newspapers with national circulation
         and such notice shall be deemed to have been duly served on all members
         entitled thereto on the day when the advertisement appears. In any such
         case the Company shall send confirmatory copies of the notice by post
         if at least seven days prior to the date of the Meeting the posting of
         notices to addresses throughout the United Kingdom again becomes
         practicable.

              (B) Any notice to the bearer of a warrant or to any other
         person who holds or is interested in shares in the Company in bearer
         form or any related coupons or talons shall be sufficiently given if
         advertised in at least two daily newspapers with a national circulation
         in the United Kingdom and any such notice shall be deemed given on the
         day when the advertisement appears.

              (C) Any notice required to be given by the Company to the
         Members or any of them, and not provided for by or pursuant to these
         Articles shall be sufficiently given if given by advertisement which
         shall be inserted once in at least one daily newspaper with a national
         circulation in the United Kingdom. Such a notice given by advertisement
         shall be deemed to have been served on the day on which the
         advertisement appears.

         148. Where a notice or other document is sent by post, service of the
notice shall be deemed to be effected by properly addressing, prepaying, and
posting a letter containing the notice, and to have been effected at the latest
on the day following that on which the letter containing the same is posted (by
whatever class); and in proving such service it shall be sufficient to prove
that the letter containing the same was properly addressed, stamped and posted.

         149. A notice may be given by the Company to the joint holders of a
share by giving the notice to the joint holder first named in the Register in
respect of the share.

         150. 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 it
through the post in a prepaid letter addressed to them by name, or by the title
of representatives of the deceased, or trustee of the bankrupt, or by any like
description, at the address, if any, within the United Kingdom supplied for the
purpose by the persons claiming to be so entitled, or (until such an address has
been so supplied) by giving the notice in any manner in which the same might
have been given if the death or bankruptcy had not occurred.

         151. Subject to such restrictions affecting the right to receive notice
as are for the time being applicable to the holders of any class of shares,
notice of every General Meeting shall be given in any manner hereinbefore
authorised to:

                  (a) every Member except those Members who (having no
         registered address within the United Kingdom) have not supplied to the
         Company an address within the United Kingdom for the giving of notices
         to them;

                  (b)  the Auditor for the time being of the Company;

                  (c)  the Directors and (if any) alternate Directors.

No other person shall be entitled to receive notices of General Meetings.


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<PAGE>

         152. Every person who becomes entitled to a share shall be bound by a
notice in respect of that share which, before his name is entered in the
Register, has been duly given to a person from whom he derives his title
provided that no person who becomes entitled to a share shall be subject to the
provisions of Article 76 by reason of any notice served under Section 212 of the
Companies Act 1985 on the person from whom he derives his title before his name
is entered in the Register.

                                   WINDING UP

         153. If the Company shall be wound up the Liquidator may, with the
sanction of an Extraordinary Resolution of the Company and any other sanction
required by the Statutes, divide amongst 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 may, for such purpose, set such value as he deems
fair upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the Members or different classes of
Members. The Liquidator may, with the like sanction, vest the whole or any part
of such assets in trustees upon such trusts for the benefit of the
contributories as the Liquidator, with the like sanction, shall think fit, but
so that no Member shall be compelled to accept any shares or other securities
whereon there is any liability.

                                    INDEMNITY

         154. Subject to the provisions of the Statutes, every Director or other
officer or Auditor for the time being of the Company shall be indemnified out of
the assets of the Company against all costs, charges, expenses, losses or
liabilities which he may sustain or incur in or about the actual or purported
execution of the duties of his office or otherwise in relation thereto,
including (without prejudice to the generality of the foregoing) any liability
incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favour or in which he is acquitted or in
connection with any application in which relief is granted to him by the Court
from liability for negligence, default, breach of duty or breach of trust in
relation to the affairs of the Company.

                              UNTRACED SHAREHOLDERS

         155.(A) The Company shall be entitled to sell at the best price
         reasonably obtainable at the time of sale shares of a Member or shares
         to which a person is entitled by transmission if and provided that:

                  (i) during the period of twelve years prior to the date of the
                  publication of the advertisements referred to in paragraph
                  (ii) below (or, if published on different dates, the first
                  thereof) no cheque or warrant sent by the Company through the
                  post in a prepaid letter addressed to the Member or to the
                  person entitled by transmission to the shares at his address
                  on the Register or other the last known address given by the
                  Member or the person entitled by transmission to which cheques
                  and warrants are to be sent has been cashed and no
                  communication has been received by the Company from the Member
                  or the person entitled by transmission and at least three
                  dividends whether interim or final on or in respect of the
                  shares in question have become payable and no such dividend
                  has been claimed; and

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

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

                  (iv) notice shall have been given to the Quotations Department
                  of The Stock Exchange in London of its intention to make such
                  sale.

         (B) To give effect to any such sale the Company may appoint any person
         to execute as transferor an instrument of transfer of the said shares
         and such instrument of transfer shall be as effective as if it had been
         executed by the registered holder of or person entitled by transmission
         to such shares and the title of the transferee shall not be affected


                                       59

<PAGE>

         by any irregularity or invalidity in the proceedings relating thereto.
         The net proceeds of sale shall belong to the Company which shall be
         obliged to account to the former member or other person previously
         entitled as aforesaid for an amount equal to such proceeds and shall
         enter the name of such former member or other person in the books of
         the Company as a creditor for such amount which shall be a permanent
         debt of the Company. No trust shall be created in respect of the debt,
         no interest shall be payable in respect of the same and the Company
         shall not be required to account for any money earned on the net
         proceeds, which may be employed in the business of the Company or
         invested in such investments (other than shares of the Company or its
         holding company if any) as the Directors may from time to time think
         fit.


                                       60