<PAGE>
                                                                     EXHIBIT 1.1




                           The Companies Law (Revised)
                            Company Limited by Shares




                             ARTICLES OF ASSOCIATION


                                       OF



                          SUNDAY Communications Limited

        (Adopted pursuant to written resolutions passed on 1 March 2000)
        (Amended pursuant to special resolutions passed on 22 May 2002)
         (Amended pursuant to special resolution passed on 25 May 2004)

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                                      INDEX


<TABLE>
<CAPTION>

SUBJECT                                                                                                 PAGE NO.
-------                                                                                                 --------
<S>                                                                                                       <C>
TABLE A......................................................................................................1
INTERPRETATION...............................................................................................1
SHARE CAPITAL................................................................................................4
ALTERATION OF CAPITAL........................................................................................5
SHARE RIGHTS.................................................................................................6
VARIATION OF RIGHTS..........................................................................................6
SHARES.......................................................................................................7
SHARE CERTIFICATES...........................................................................................8
LIEN.........................................................................................................9
CALLS ON SHARES.............................................................................................10
FORFEITURE OF SHARES........................................................................................11
REGISTER OF MEMBERS.........................................................................................12
RECORD DATES................................................................................................13
TRANSFER OF SHARES..........................................................................................13
TRANSMISSION OF SHARES......................................................................................15
UNTRACEABLE MEMBERS.........................................................................................15
GENERAL MEETINGS............................................................................................16
NOTICE OF GENERAL MEETINGS..................................................................................17
PROCEEDINGS AT GENERAL MEETINGS.............................................................................18
VOTING......................................................................................................19
PROXIES.....................................................................................................22
CORPORATIONS ACTING BY REPRESENTATIVES......................................................................23
WRITTEN RESOLUTIONS OF MEMBERS..............................................................................23
BOARD OF DIRECTORS..........................................................................................24
RETIREMENT OF DIRECTORS.....................................................................................24
DISQUALIFICATION OF DIRECTORS...............................................................................25
EXECUTIVE DIRECTORS.........................................................................................26
ALTERNATE DIRECTORS.........................................................................................26
DIRECTORS' FEES AND EXPENSES................................................................................27
DIRECTORS' INTERESTS........................................................................................28
GENERAL POWERS OF THE DIRECTORS.............................................................................31
BORROWING POWERS............................................................................................33
PROCEEDINGS OF THE DIRECTORS................................................................................34
MANAGERS....................................................................................................35
OFFICERS....................................................................................................36
REGISTER OF DIRECTORS AND OFFICERS..........................................................................36
MINUTES.....................................................................................................37
SEAL........................................................................................................37
AUTHENTICATION OF DOCUMENTS.................................................................................37
DESTRUCTION OF DOCUMENTS....................................................................................38
DIVIDENDS AND OTHER PAYMENTS................................................................................39
RESERVES....................................................................................................43
CAPITALISATION..............................................................................................43
SUBSCRIPTION RIGHTS RESERVE.................................................................................44
</TABLE>

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<TABLE>
<CAPTION>

SUBJECT                                                                                                 PAGE NO.
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<S>                                                                                                       <C>
ACCOUNTING RECORDS..........................................................................................46
AUDIT.......................................................................................................47
NOTICES.....................................................................................................48
SIGNATURES..................................................................................................49
WINDING UP..................................................................................................50
INDEMNITY...................................................................................................51
AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION.........................................................51
INFORMATION.................................................................................................51
</TABLE>



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                                     - 1 -

                                 INTERPRETATION

                                     TABLE A

1. The regulations in Table A in the Schedule to the Companies Law (Revised) do
not apply to the Company.

                                 INTERPRETATION

2. (1) In these Articles, unless the context otherwise requires, the words
standing in the first column of the following table shall bear the meaning set
opposite them respectively in the second column.

<TABLE>
<CAPTION>

           WORD                             MEANING
           ----                             -------
<S>                                       <C>
         "Auditor"                          the auditor of the Company for the time being and may include any individual or
                                            partnership.

         "Articles"                         these Articles in their present form or as supplemented or amended or substituted from
                                            time to time.

         "associate"                        the meaning attributed to it in the rules of the Designated Stock Exchange.

         "Board"                            or "Directors" the board of directors of the Company or the
                                            directors present at a meeting of directors of the Company at which a
                                            quorum is present.

         "capital"                          the share capital from time to time of the Company.

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

         "clearing                          house" a clearing house recognised by the laws of the jurisdiction in
                                            which the shares of the Company are listed or quoted on a stock exchange
                                            in such jurisdiction.

         "Company"                          SUNDAY Communications Limited

         "competent regulatory              a competent regulatory authority in the territory where the shares
          authority"                        of the Company are listed or quoted on a stock exchange in such territory.

         "debenture" and                    include debenture stock and debenture stockholder respectively.
         "debenture holder"

</TABLE>

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                                     - 2 -



<TABLE>
<CAPTION>

           WORD                             MEANING
           ----                             -------
<S>                                       <C>
         "Designated Stock                  a stock exchange in respect of which the shares of the Company are listed
         "Exchange""                        or quoted and where such stock exchange deems such listing or quotation
                                            to be the primary listing or quotation of the shares of the Company.

         "dollars" and "$"                  dollars, the legal currency of Hong Kong.

         "head                              office" such office of the Company as the Directors may from time to
                                            time determine to be the principal office of the Company.

         "Law"                              The Companies Law (Revised) of the Cayman Islands and every modification thereof.

         "Member"                           a duly registered holder from time to time of the shares in the capital of the Company.

         "month"                            a calendar month.

         "Notice"                           written notice (whether in printed form or otherwise) unless otherwise
                                            specifically stated and as further defined in these Articles.

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

         "Ordinary                          resolution" a resolution shall be an ordinary resolution when it has been
                                            passed by a simple majority of votes cast by such Members as, being
                                            entitled so to do, vote in person or, in the case of any Member being
                                            a corporation, by its duly authorised representative or, where
                                            proxies are allowed, by proxy at a general meeting of which not less
                                            than fourteen (14) clear days' Notice has been duly given;

         "paid up"                          paid up or credited as paid up.

         "Register"                         the principal register and where applicable, any branch register of Members of
                                            the Company to be maintained at such place within or outside the Cayman Islands
                                            as the Board shall determine from time to time.

         "Registration Office"              in respect of any class of share capital such place as the Board may from time
                                            to time determine to keep a branch register of Members in respect of that
                                            class of share capital and where (except in cases where the Board otherwise directs)
                                            the transfers or other documents of title for such class of share capital are to be
                                            lodged for registration and are to be registered.

</TABLE>

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                                     - 3 -


<TABLE>
<CAPTION>

           WORD                             MEANING
           ----                             -------
<S>                                       <C>
          "Seal"                            common seal or any one or more duplicate seals of the Company (including a
                                            securities seal) for use in The Cayman Islands or in any place outside the
                                            Cayman Islands.

         "Secretary"                        any person firm or corporation appointed by the Board to perform
                                            any of the duties of secretary of the Company and includes any
                                            assistant, deputy, temporary or acting secretary.

         "Special Resolution"               a resolution shall be a special resolution when it has been passed by a majority of
                                            not less than three-fourths of votes cast by such Members as, being entitled so to do,
                                            vote in person or, in the case of such Members as are corporations, by their
                                            respective duly authorised representative or, where proxies are allowed, by proxy at a
                                            general meeting of which not less than twenty-one (21) clear days' Notice, specifying
                                            (without prejudice to the power contained in these Articles to amend the same) the
                                            intention to propose the resolution as a special resolution, has been duly given.
                                            Provided that, except in the case of an annual general meeting, if it is so agreed by
                                            a majority in number of the Members having the right to attend and vote at any such
                                            meeting, being a majority together holding not less than ninety-five (95) per cent. in
                                            nominal value of the shares giving that right and in the case of an annual general
                                            meeting, if it so agreed by all Members entitled to attend and vote thereat, a
                                            resolution may be proposed and passed as a special resolution at a meeting of which
                                            less than twenty-one (21) clear days' Notice has been given;

                                            a special resolution shall be effective for any purpose for which
                                            an ordinary resolution is expressed to be required under any provision
                                            of these Articles or the Statutes.

         "Statutes"                         the Law and every other law of the Legislature of the Cayman Islands
                                            for the time being in force applying to or affecting the Company, its
                                            memorandum of association and/or these Articles.

         "Subsidiary and                    the meanings attributed to them in Section 2 of the Companies Ordinance of Hong Kong
         Holding Company"                   as in force at the time of adoption of the Articles.

         "year"                             a calendar year.

</TABLE>


<PAGE>
                                     - 4 -


     (2)  In these Articles, unless there be something within the subject or
          context inconsistent with such construction:

     (a)  words importing the singular include the plural and vice versa;

     (b)  words importing a gender include both gender and the neuter;

     (c)  words importing persons include companies, associations and bodies of
          persons whether corporate or not;

     (d)  the words:

          (i)  "may" shall be construed as permissive;

          (ii) "shall" or "will" shall be construed as imperative;

     (e)  expressions referring to writing shall, unless the contrary intention
          appears, be construed as including printing, lithography, photography
          and other modes of representing words or figures in a visible form;

     (f)  references to any law, ordinance, statute or statutory provision shall
          be interpreted as relating to any statutory modification or
          re-enactment thereof for the time being in force;

     (g)  save as aforesaid words and expressions defined in the Statutes shall
          bear the same meanings in these Articles if not inconsistent with the
          subject in the context.


                                  SHARE CAPITAL

         3. (1) The share capital of the Company at the date on which these
Articles come into effect shall be divided into shares of a par value of $0.10
each.

         (2) Subject to the Law, the Company's Memorandum and Articles of
Association and, where applicable, the rules of any Designated Stock Exchange
and/or any competent regulatory authority, any power of the Company to purchase
or otherwise acquire its own shares shall be exercisable by the Board in such
manner, upon such terms and subject to such conditions as it thinks fit.

         (3) Except as allowed by the Law and subject further to compliance with
the rules and regulations of the Designated Stock Exchange and any other
relevant regulatory authority the Company shall not give financial assistance
for the purpose of or in connection with a purchase made or to be made by any
person of any shares in the Company.

         (4) No share shall be issued to bearer.

<PAGE>
                                     - 5 -


                              ALTERATION OF CAPITAL

         4. The Company may from time to time by ordinary resolution in
accordance with the Law alter the conditions of its Memorandum of Association
to:

         (a)      increase its capital by such sum, to be divided into shares of
                  such amounts, as the resolution shall prescribe;

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

         (c)      divide its shares into several classes and without prejudice
                  to any special rights previously conferred on the holders of
                  existing shares attach thereto respectively any preferential,
                  deferred, qualified or special rights, privileges, conditions
                  or such restrictions which in the absence of any such
                  determination by the Company in general meeting, as the
                  Directors may determine provided always that where the Company
                  issues shares which do not carry voting rights, the words
                  "non-voting" shall appear in the designation of such shares
                  and where the equity capital includes shares with different
                  voting rights, the designation of each class of shares, other
                  than those with the most favourable voting rights, must
                  include the words "restricted voting" or "limited voting";

         (d)      sub-divide its shares, or any of them, into shares of smaller
                  amount than is fixed by the memorandum of association
                  (subject, nevertheless, to the Law), and may by such
                  resolution determine that, as between the holders of the
                  shares resulting from such sub-division, one or more of the
                  shares may have any such preferred, deferred or other rights
                  or be subject to any such restrictions as compared with the
                  other or others as the Company has power to attach to unissued
                  or new shares;

         (e)      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 capital by the amount
                  of the shares so cancelled or, in the case of shares, without
                  par value, diminish the number of shares into which its
                  capital is divided.

         5. The Board may settle as it considers expedient any difficulty which
arises in relation to any consolidation and division under the last preceding
Article and in particular but without prejudice to the generality of the
foregoing may issue certificates in respect of fractions of shares or arrange
for the sale of the shares representing fractions and the distribution of the
net proceeds of sale (after deduction of the expenses of such sale) in due
proportion amongst the Members who would have been entitled to the fractions,
and for this purpose the Board may authorise some person to transfer the shares
representing fractions to their purchaser or resolve that such net proceeds be
paid to the Company for the Company's benefit. Such purchaser will not be bound
to see to the application of the purchase money nor will his title to the shares
be affected by any irregularity or invalidity in the proceedings relating to the
sale.


<PAGE>
                                     - 6 -


         6. The Company may from time to time by special resolution, subject to
any confirmation or consent required by the Law, reduce its share capital or any
share premium account or any capital redemption reserve or other undistributable
reserve in any manner permitted by law.

         7. Except so far as otherwise provided by the conditions of issue, or
by these Articles, any capital raised by the creation of new shares shall be
treated as if it formed part of the original capital of the Company, and such
shares shall be subject to the provisions contained in these Articles with
reference to the payment of calls and instalments, transfer and transmission,
forfeiture, lien, cancellation, surrender, voting and otherwise.


                                  SHARE RIGHTS

         8. (1) Subject to the provisions of the Law and the Memorandum and
Articles of Association and to any special rights conferred on the holders of
any shares or class of shares, any share in the Company (whether forming part of
the present capital or not) may be issued with or have attached thereto such
rights or restrictions whether in regard to dividend, voting, return of capital
or otherwise as the Company may by ordinary resolution determine or, if there
has not been any such determination or so far as the same shall not make
specific provision, as the Board may determine.

         (2) Subject to the provisions of the Law, the rules of any Designated
Stock Exchange and the Memorandum and Articles of Association of the Company,
and to any special rights conferred on the holders of any shares or attaching to
any class of shares, shares may be issued on the terms that they may be, or at
the option of the Company or the holder are, liable to be redeemed on such terms
and in such manner, including out of capital, as the Board may deem fit.

         9. Subject to the Law, any preference shares may be issued or converted
into shares that, at a determinable date or at the option of the Company or the
holder if so authorised by its memorandum of association, are liable to be
redeemed on such terms and in such manner as the Company before the issue or
conversion may by ordinary resolution of the Members determine. Where the
Company purchases for redemption a redeemable share, purchases not made through
the market or by tender shall be limited to a maximum price as may from time to
time be determined by the Company in general meeting, either generally or with
regard to specific purchases. If purchases are by tender, tenders shall be
available to all Members alike.

                               VARIATION OF RIGHTS

         10. Subject to the Law and without prejudice to Article 8, all or any
of the special rights for the time being attached to the shares or any class of
shares may, unless otherwise provided by the terms of issue of the shares of
that class, from time to time (whether or not the Company is being wound up) be
varied, modified or abrogated either with the consent in writing of the holders
of not less than three-fourths in nominal value of the issued shares of that
class or with the sanction of a special resolution passed at a separate general
meeting of the holders of the shares of that class. To every such separate
general meeting all the provisions of these Articles relating to general
meetings of the Company shall, mutatis

<PAGE>
                                     - 7 -


mutandis, apply, but so that:

         (a)      the necessary quorum (other than at an adjourned meeting)
                  shall be two persons holding or representing by proxy not less
                  than one-third in nominal value of the issued shares of that
                  class and at any adjourned meeting of such holders, two
                  holders present in person or by proxy (whatever the number of
                  shares held by them) shall be a quorum;

         (b)      every holder of shares of the class shall be entitled on a
                  poll to one vote for every such share held by him; and

         (c)      any holder of shares of the class present in person or by
                  proxy or authorised representative may demand a poll.

         11. The special rights conferred upon the holders of any shares or
class of shares shall not, unless otherwise expressly provided in the rights
attaching to or the terms of issue of such shares, be deemed to be varied,
modified or abrogated by the creation or issue of further shares ranking pari
passu therewith.


                                     SHARES

         12. (1) Subject to the Law, and these Articles and, where applicable,
the rules of any Designated Stock Exchange and without prejudice to any special
rights or restrictions for the time being attached to any shares or any class of
shares, the unissued shares of the Company (whether forming part of the original
or any increased capital) shall be at the disposal of the Board, which may
offer, allot, grant options over or otherwise dispose of them to such persons,
at such times and for such consideration and upon such terms and conditions as
the Board may in its absolute discretion determine but so that no shares shall
be issued at a discount. Neither the Company nor the Board shall be obliged,
when making or granting any allotment of, offer of, option over or disposal of
shares, to make, or make available, any such offer, option or shares to Members
or others with registered addresses in any particular territory or territories
being a territory or territories where, in the absence of a registration
statement or other special formalities, this would or might, in the opinion of
the Board, be unlawful or impracticable. Members affected as a result of the
foregoing sentence shall not be, or be deemed to be, a separate class of members
for any purpose whatsoever.

         (2) The Board may issue warrants conferring the right upon the holders
thereof to subscribe for any class of shares or securities in the capital of the
Company on such terms as it may from time to time determine.

         13. The Company may in connection with the issue of any shares exercise
all powers of paying commission and brokerage conferred or permitted by the Law.
Subject to the Law, the commission may be satisfied by the payment of cash or by
the allotment of fully or partly paid shares or partly in one and partly in the
other.

         14. Except as required by law, no person shall be recognised by the
Company as holding any share upon any trust and the Company shall not be bound
by or required in any way to recognise (even when having notice thereof) any
equitable, contingent, future or

<PAGE>
                                     - 8 -


partial interest in any share or any fractional part of a share or (except only
as otherwise provided by these Articles or by law) any other rights in respect
of any share except an absolute right to the entirety thereof in the registered
holder.

         15. Subject to the Law and these Articles, the Board may at any time
after the allotment of shares 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
Board considers fit to impose.


                               SHARE CERTIFICATES

         16. Every share certificate shall be issued under the Seal or a
facsimile thereof and shall specify the number and class and distinguishing
numbers (if any) of the shares to which it relates, and the amount paid up
thereon and may otherwise be in such form as the Directors may from time to time
determine. No certificate shall be issued representing shares of more than one
class. The Board may by resolution determine, either generally or in any
particular case or cases, that any signatures on any such certificates (or
certificates in respect of other securities) need not be autographic but may be
affixed to such certificates by some mechanical means or may be printed thereon.

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

         (2) Where a share stands in the names of two or more persons, the
person first named in the Register shall as regards service of notices and,
subject to the provisions of these Articles, all or any other matters connected
with the Company, except the transfer of the shares, be deemed the sole holder
thereof.

         18. Every person whose name is entered, upon an allotment of shares, as
a Member in the Register shall be entitled, without payment, to receive one
certificate for all such shares of any one class or several certificates each
for one or more of such shares of such class upon payment for every certificate
after the first of such reasonable out-of-pocket expenses as the Board from time
to time determines.

         19. Share certificates shall be issued within the relevant time limit
as prescribed by the Law or as the Designated Stock Exchange may from time to
time determine, whichever is the shorter, after allotment or, except in the case
of a transfer which the Company is for the time being entitled to refuse to
register and does not register, after lodgment of a transfer with the Company.

         20. (1) Upon every transfer of shares the certificate held by the
transferor shall be given up to be cancelled, and shall forthwith be cancelled
accordingly, and a new certificate shall be issued to the transferee in respect
of the shares transferred to him at such fee as is provided in paragraph (2) of
this Article. If any of the shares included in the certificate so given up shall
be retained by the transferor a new certificate for the balance shall be issued
to him at the aforesaid fee payable by the transferor to the Company in respect
thereof.

<PAGE>
                                     - 9 -


         (2) The fee referred to in paragraph (1) above shall be an amount not
exceeding the relevant maximum amount as the Designated Stock Exchange may from
time to time determine provided that the Board may at any time determine a lower
amount for such fee.

         21. If a share certificate shall be damaged or defaced or alleged to
have been lost, stolen or destroyed a new certificate representing the same
shares may be issued to the relevant Member upon request and on payment of such
fee as the Designated Stock Exchange may determine to be the maximum fee payable
or such lesser sum as the Board may determine and, subject to compliance with
such terms (if any) as to evidence and indemnity and to payment of the costs and
reasonable out-of-pocket expenses of the Company in investigating such evidence
and preparing such indemnity as the Board may think fit and, in case of damage
or defacement, on delivery of the old certificate to the Company provided always
that where share warrants have been issued, no new share warrant shall be issued
to replace one that has been lost unless the Directors are satisfied beyond
reasonable doubt that the original has been destroyed.


                                      LIEN

         22. 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 that share. The Company shall
also have a first and paramount lien on every share (not being a fully paid
share) registered in the name of a Member (whether or not jointly with other
Members) for all amounts of money presently payable by such Member or his estate
to the Company whether the same shall have been incurred before or after notice
to the Company of any equitable or other interest of any person other than such
member, and whether the period for the payment or discharge of the same shall
have actually arrived or not, and notwithstanding that the same are joint debts
or liabilities of such Member or his estate and any other person, whether a
Member of the Company or not. The Company's lien on a share shall extend to all
dividends or other moneys payable thereon or in respect thereof. The Board may
at any time, generally or in any particular case, waive any lien that has arisen
or declare any share exempt in whole or in part, from the provisions of this
Article.

         23. Subject to these Articles, the Company may sell in such manner as
the Board determines any share on which the Company has a lien, but no sale
shall be made unless some sum in respect of which the lien exists is presently
payable, or the liability or engagement in respect of which such lien exists is
liable to be presently fulfilled or discharged nor until the expiration of
fourteen clear days after a notice in writing, stating and demanding payment of
the sum presently payable, or specifying the liability or engagement and
demanding fulfilment or discharge thereof and giving notice of the intention to
sell in default, has been served on the registered holder for the time being of
the share or the person entitled thereto by reason of his death or bankruptcy.

         24. The net proceeds of the sale shall be received by the Company and
applied in or towards payment or discharge of the debt or liability in respect
of which the lien exists, so far as the same is presently payable, and any
residue shall (subject to a like lien for debts or liabilities not presently
payable as existed upon the share prior to the sale) be paid to the person
entitled to the share at the time of the sale. To give effect to any such sale
the Board may authorise some person to transfer the shares sold to the purchaser
thereof. The purchaser

<PAGE>
                                     - 10 -


shall be registered as the holder of the shares so transferred and he shall not
be bound to see to the application of the purchase money, nor shall his title to
the shares be affected by any irregularity or invalidity in the proceedings
relating to the sale.


                                 CALLS ON SHARES

         25. Subject to these Articles and to the terms of allotment, the Board
may from time to time make calls upon the Members in respect of any moneys
unpaid on their shares (whether on account of the nominal value of the shares or
by way of premium), and each Member shall (subject to being given at least
fourteen (14) clear days' Notice specifying the time and place of payment) pay
to the Company as required by such notice the amount called on his shares. A
call may be extended, postponed or revoked in whole or in part as the Board
determines but no member shall be entitled to any such extension, postponement
or revocation except as a matter of grace and favour.

         26. A call shall be deemed to have been made at the time when the
resolution of the Board authorising the call was passed and may be made payable
either in one lump sum or by instalments.

         27. A person upon whom a call is made shall remain liable for calls
made upon him notwithstanding the subsequent transfer of the shares in respect
of which the call was made. The joint holders of a share shall be jointly and
severally liable to pay all calls and instalments due in respect thereof or
other moneys due in respect thereof.

         28. If a sum called in respect of a share is not paid before or on the
day appointed for payment thereof, the person from whom the sum is due shall pay
interest on the amount unpaid from the day appointed for payment thereof to the
time of actual payment at such rate (not exceeding twenty per cent. (20%) per
annum) as the Board may determine, but the Board may in its absolute discretion
waive payment of such interest wholly or in part.

         29. No Member shall be entitled to receive any dividend or bonus or to
be present and vote (save as proxy for another Member) at any general meeting
either personally or by proxy, or be reckoned in a quorum, or exercise any other
privilege as a Member until all calls or instalments due by him to the Company,
whether alone or jointly with any other person, together with interest and
expenses (if any) shall have been paid.

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

         31. Any amount payable in respect of a share upon allotment or at any
fixed date, whether in respect of nominal value or premium or as an instalment
of a call, shall be deemed to be a call duly made and payable on the date fixed
for payment and if it is not paid the

<PAGE>
                                     - 11 -


provisions of these Articles shall apply as if that amount had become due and
payable by virtue of a call duly made and notified.

         32. On the issue of shares the Board may differentiate between the
allottees or holders as to the amount of calls to be paid and the times of
payment.

         33. The Board may, if it thinks fit, receive from any Member willing to
advance the same, and either in money or money's worth, all or any part of the
moneys uncalled and unpaid or instalments payable upon any shares held by him
and upon all or any of the moneys so advanced (until the same would, but for
such advance, become presently payable) pay interest at such rate (if any) as
the Board may decide. The Board may at any time repay the amount so advanced
upon giving to such Member not less than one month's Notice of its intention in
that behalf, unless before the expiration of such notice the amount so advanced
shall have been called up on the shares in respect of which it was advanced.
Such payment in advance shall not entitle the holder of such share or shares to
participate in respect thereof in a dividend subsequently declared.


                              FORFEITURE OF SHARES

         34. (1) If a call remains unpaid after it has become due and payable
the Board may give to the person from whom it is due not less than fourteen (14)
clear days' Notice:

         (a)      requiring payment of the amount unpaid together with any
                  interest which may have accrued and which may still accrue up
                  to the date of actual payment; and

         (b)      stating that if the Notice is not complied with the shares on
                  which the call was made will be liable to be forfeited.

         (2) If the requirements of any such Notice are not complied with, any
share in respect of which such Notice has been given may at any time thereafter,
before payment of all calls and interest due in respect thereof has been made,
be forfeited by a resolution of the Board to that effect, and such forfeiture
shall include all dividends and bonuses declared in respect of the forfeited
share but not actually paid before the forfeiture.

         35. 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. No
forfeiture shall be invalidated by any omission or neglect to give such Notice.

         36. The Board may accept the surrender of any share liable to be
forfeited hereunder and, in such case, references in these Articles to
forfeiture will include surrender.

         37. Any share so forfeited shall be deemed the property of the Company
and may be sold, re-allotted or otherwise disposed of to such person, upon such
terms and in such manner as the Board determines, and at any time before a sale,
re-allotment or disposition the forfeiture may be annulled by the Board on such
terms as the Board determines.

         38. A person whose shares have been forfeited shall cease to be a
Member in respect of the forfeited shares but nevertheless shall remain liable
to pay the Company all

<PAGE>
                                     - 12 -


moneys which at the date of forfeiture were presently payable by him to the
Company in respect of the shares, with (if the Directors shall in their
discretion so require) interest thereon from the date of forfeiture until
payment at such rate (not exceeding twenty per cent. (20%) per annum) as the
Board determines. The Board may enforce payment thereof if it thinks fit, and
without any deduction or allowance for the value of the forfeited shares, at the
date of forfeiture, 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. For
the purposes of this Article any sum which, by the terms of issue of a share, is
payable thereon at a fixed time which is subsequent to the date of forfeiture,
whether on account of the nominal value of the share or by way of premium, shall
notwithstanding that time has not yet arrived be deemed to be payable at the
date of forfeiture, and the same shall become due and payable immediately upon
the forfeiture, but interest thereon shall only be payable in respect of any
period between the said fixed time and the date of actual payment.

         39. A declaration by a Director or the Secretary that a share has been
forfeited on a specified date shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the share, and such
declaration shall (subject to the execution of an instrument of transfer by the
Company if necessary) constitute a good title to the share, and the person to
whom the share is disposed of shall be registered as the holder of the share and
shall not be bound to see to the application of the consideration (if any), nor
shall his title to the share be affected by any irregularity in or invalidity of
the proceedings in reference to the forfeiture, sale or disposal of the share.
When any share shall have been forfeited, notice of the declaration shall be
given to the Member in whose name it stood immediately prior to the forfeiture,
and an entry of the forfeiture, with the date thereof, shall forthwith be made
in the register, but no forfeiture shall be in any manner invalidated by any
omission or neglect to give such notice or make any such entry.

         40. Notwithstanding any such forfeiture as aforesaid the Board may at
any time, before any shares so forfeited shall have been sold, re-allotted or
otherwise disposed of, permit the shares forfeited to be bought back upon the
terms of payment of all calls and interest due upon and expenses incurred in
respect of the share, and upon such further terms (if any) as it thinks fit.

         41. The forfeiture of a share shall not prejudice the right of the
Company to any call already made or instalment payable thereon.

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


                               REGISTER OF MEMBERS

         43. (1) The Company shall keep in one or more books a Register of its
Members and shall enter therein the following particulars, that is to say:

         (a)      the name and address of each Member, the number and class of
                  shares held by him and the amount paid or agreed to be
                  considered as paid on such shares;


<PAGE>
                                     - 13 -


         (b)      the date on which each person was entered in the Register; and

         (c)      the date on which any person ceased to be a Member.

         (2) The Company may keep an overseas or local or other branch register
of Members resident in any place, and the Board may make and vary such
regulations as it determines in respect of the keeping of any such register and
maintaining a Registration Office in connection therewith.

         44. The Register and branch register of Members, as the case may be,
shall be open to inspection between 10 a.m. and 12 noon on every business day by
Members without charge or by any other person, upon a maximum payment of $2.50,
at the Office or such other place in the Cayman Islands at which the Register is
kept in accordance with the Law or, if appropriate, upon a maximum payment of
ten dollars at the Registration Office. The Register including any overseas or
local or other branch register of Members may, after notice has been given by
advertisement in an appointed newspaper and where applicable, any other
newspapers in accordance with the requirements of any Designated Stock Exchange
to that effect, be closed at such times or for such periods not exceeding in the
whole thirty (30) days in each year as the Board may determine and either
generally or in respect of any class of shares.


                                  RECORD DATES

         45. Notwithstanding any other provision of these Articles the Company
or the Directors may fix any date as the record date for:

         (a)      determining the Members entitled to receive any dividend,
                  distribution, allotment or issue and such record date may be
                  on, or at any time not more than thirty (30) days before or
                  after, any date on which such dividend, distribution,
                  allotment or issue is declared, paid or made;

         (b)      determining the Members entitled to receive notice of and to
                  vote at any general meeting of the Company.


                               TRANSFER OF SHARES

         46. Subject to these Articles, any Member may freely transfer all or
any of his shares by an instrument of transfer in the usual or common form or in
any other form approved by the Board and may be under hand or, if the transferor
or transferee is a clearing house or its nominee(s), by hand or by machine
imprinted signature or by such other manner of execution as the Board may
approve from time to time.

         47. The instrument of transfer shall be executed by or on behalf of the
transferor and the transferee provided that the Board may dispense with the
execution of the instrument of transfer by the transferee in any case which it
thinks fit in its discretion to do so. Without prejudice to the last preceding
Article, the Board may also resolve, either generally or in any

<PAGE>
                                     - 14 -


particular case, upon request by either the transferor or transferee, to accept
mechanically executed transfers. 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. Nothing in these Articles shall preclude the Board from
recognising a renunciation of the allotment or provisional allotment of any
share by the allottee in favour of some other person.

         48. (1) The Board may, in its absolute discretion, and without giving
any reason therefor, refuse to register a transfer of any share (not being a
fully paid up share) to a person of whom it does not approve, or any share
issued under any share incentive scheme for employees upon which a restriction
on transfer imposed thereby still subsists, and it may also, without prejudice
to the foregoing generality, refuse to register a transfer of any share to more
than four (4) joint holders or a transfer of any share (not being a fully paid
up share) on which the Company has a lien.

         (2) No transfer shall be made to an infant or to a person of unsound
mind or under other legal disability.

         (3) The Board in so far as permitted by any applicable law may, in its
absolute discretion, at any time and from time to time transfer any share upon
the Register to any branch register or any share on any branch register to the
Register or any other branch register. In the event of any such transfer, the
shareholder requesting such transfer shall bear the cost of effecting the
transfer unless the Board otherwise determines.

         (4) Unless the Board otherwise agrees (which agreement may be on such
terms and subject to such conditions as the Board in its absolute discretion may
from time to time determine, and which agreement the Board shall, without giving
any reason therefor, be entitled in its absolute discretion to give or
withhold), no shares upon the Register shall be transferred to any branch
register nor shall shares on any branch register be transferred to the Register
or any other branch register and all transfers and other documents of title
shall be lodged for registration, and registered, in the case of any shares on a
branch register, at the relevant Registration Office, and, in the case of any
shares on the Register, at the Office or such other place in the Cayman Islands
at which the Register is kept in accordance with the Law.

         49. Without limiting the generality of the last preceding Article, the
Board may decline to recognise any instrument of transfer unless:-

         (a)      a fee of such maximum sum as the Designated Stock Exchange may
                  determine to be payable or such lesser sum as the Board may
                  from time to time require is paid to the Company in respect
                  thereof;

         (b)      the instrument of transfer is in respect of only one class of
                  share;

         (c)      the instrument of transfer is lodged at the Office or such
                  other place at which the Register is kept in accordance with
                  the Law or the Registration Office (as the case may be)
                  accompanied by the relevant share certificate(s) and such
                  other evidence as the Board may reasonably require to show the
                  right of the transferor to make the transfer (and, if the
                  instrument of transfer is executed by some other person on his
                  behalf, the authority of that person so to do); and


<PAGE>
                                     - 15 -


         (d)      if applicable, the instrument of transfer is duly and properly
                  stamped.

         50. If the Board refuses to register a transfer of any share, it shall,
within two (2) months after the date on which the transfer was lodged with the
Company, send to each of the transferor and transferee notice of the refusal.

         51. The registration of transfers of shares or of any class of shares
may, after notice has been given by advertisement in an appointed newspaper and,
where applicable, any other newspapers in accordance with the requirements of
any Designated Stock Exchange to that effect be suspended at such times and for
such periods (not exceeding in the whole thirty (30) days in any year) as the
Board may determine.


                             TRANSMISSION OF SHARES

         52. If a Member dies, the survivor or survivors where the deceased was
a joint holder, and his legal personal representatives where he was a sole or
only surviving holder, will be the only persons recognised by the Company as
having any title to his interest in the shares; but nothing in this Article will
release the estate of a deceased Member (whether sole or joint) from any
liability in respect of any share which had been solely or jointly held by him.

         53. Any person becoming entitled to a share in consequence of the death
or bankruptcy or winding-up of a Member may, upon such evidence as to his title
being produced as may be required by the Board, elect either to become the
holder of the share or to have some person nominated by him registered as the
transferee thereof. If he elects to become the holder he shall notify the
Company in writing either at the Registration Office or Office, as the case may
be, to that effect. If he elects to have another person registered he shall
execute a transfer of the share in favour of that person. The provisions of
these Articles relating to the transfer and registration of transfers of shares
shall apply to 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 such Member.

         54. A person becoming entitled to a share by reason of the death or
bankruptcy or winding-up of a Member shall be entitled to the same dividends and
other advantages to which he would be entitled if he were the registered holder
of the share. However, the Board may, if it thinks fit, withhold the payment of
any dividend payable or other advantages in respect of such share until such
person shall become the registered holder of the share or shall have effectually
transferred such share, but, subject to the requirements of Article 75(2) being
met, such a person may vote at meetings.


                               UNTRACEABLE MEMBERS

         55. (1) Without prejudice to the rights of the Company under paragraph
(2) of this Article, the Company may cease sending cheques for dividend
entitlements or dividend warrants by post if such cheques or warrants have been
left uncashed on two consecutive occasions. However, the Company may exercise
the power to cease sending cheques for

<PAGE>
                                     - 16 -


dividend entitlements or dividend warrants after the first occasion on which
such a cheque or warrant is returned undelivered.

         (2) The Company shall have the power to sell, in such manner as the
Board thinks fit, any shares of a Member who is untraceable, but no such sale
shall be made unless:

         (a)      all cheques or warrants in respect of dividends of the shares
                  in question, being not less than three in total number, for
                  any sum payable in cash to the holder of such shares in
                  respect of them sent during the relevant period in the manner
                  authorised by the Articles of the Company have remained
                  uncashed;

         (b)      so far as it is aware at the end of the relevant period, the
                  Company has not at any time during the relevant period
                  received any indication of the existence of the Member who is
                  the holder of such shares or of a person entitled to such
                  shares by death, bankruptcy or operation of law; and

         (c)      the Company, if so required by the rules governing the listing
                  of shares on the Designated Stock Exchange, has given notice
                  to, and caused advertisement in newspapers in accordance with
                  the requirements of, the Designated Stock Exchange to be made
                  of its intention to sell such shares in the manner required by
                  the Designated Stock Exchange, and a period of three (3)
                  months or such shorter period as may be allowed by the
                  Designated Stock Exchange has elapsed since the date of such
                  advertisement.

                  For the purpose of the foregoing, the "relevant period" means
the period commencing twelve years before the date of publication of the
advertisement referred to in paragraph (c) of this Article and ending at the
expiry of the period referred to in that paragraph.

         (3) To give effect to any such sale the Board may authorise some person
to transfer the said shares and an instrument of transfer signed or otherwise
executed by or on behalf of such person shall be as effective as if it had been
executed by the registered holder or the person entitled by transmission to such
shares, and the purchaser 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 relating to the sale. The net proceeds of the
sale will belong to the Company and upon receipt by the Company of such net
proceeds it shall become indebted to the former Member for an amount equal to
such net proceeds. No trust shall be created in respect of such debt and no
interest shall be payable in respect of it and the Company shall not be required
to account for any money earned from the net proceeds which may be employed in
the business of the Company or as it thinks fit. Any sale under this Article
shall be valid and effective notwithstanding that the Member holding the shares
sold is dead, bankrupt or otherwise under any legal disability or incapacity.


                                GENERAL MEETINGS

         56. An annual general meeting of the Company shall be held in each year
other than the year of the Company's incorporation (within a period of not more
than fifteen (15) months after the holding of the last preceding annual general
meeting or not more than

<PAGE>
                                     - 17 -


eighteen (18) months after the date of incorporation, unless a longer period
would not infringe the rules of the Designated Stock Exchange, if any) at such
time and place as may be determined by the Board.

         57. Each general meeting, other than an annual general meeting, shall
be called an extraordinary general meeting. General meetings may be held in any
part of the world as may be determined by the Board.

         58. The Board may whenever it thinks fit call extraordinary general
meetings. Any two or more Members holding at the date of deposit of the
requisition not less than one-tenth of the paid up capital of the Company
carrying the right of voting at general meetings of the Company shall at all
times have the right, by written requisition to the Board or the Secretary of
the Company, to require an extraordinary general meeting to be called by the
Board for the transaction of any business specified in such requisition. Save as
aforesaid, any Member which is a clearing house (or its nominees) holding at the
date of deposit of the requisition not less than one-tenth of the paid up
capital of the Company carrying the right of voting at the general meetings of
the Company shall at all times have the right, by written requisition to the
Board or the Secretary of the Company, to require an extraordinary general
meeting to be called by the Board for the transaction of any business specified
in such requisition. If within twenty-one (21) days of such deposit the Board
fails to proceed to convene such meeting, the requisitionists themselves may do
so in the same manner provided that such meeting shall be held within two (2)
months after the deposit of such requisition and all reasonable expenses
incurred by the requisitionists as a result of the failure of the Board shall be
reimbursed to them by the Company.


                           NOTICE OF GENERAL MEETINGS

         59. (1) An annual general meeting and any extraordinary general meeting
at which the passing of a special resolution is to be considered shall be called
by not less than twenty-one (21) clear days' Notice. All other extraordinary
general meetings may be called by not less than fourteen (14) clear days' Notice
but a general meeting may be called by shorter notice, subject to the Law, if it
is so agreed:

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

         (b)      in the case of any other meeting, by a majority in number of
                  the Members having the right to attend and vote at the
                  meeting, being a majority together holding not less than
                  ninety-five per cent. (95%) in nominal value of the issued
                  shares giving that right.

             (2) The notice shall specify the time and place of the meeting and,
in case of special business, the general nature of the business. The notice
convening an annual general meeting shall specify the meeting as such. Notice of
every general meeting shall be given to all Members other than to such Members
as, under the provisions of these Articles or the terms of issue of the shares
they hold, are not entitled to receive such notices from the Company, to all
persons entitled to a share in consequence of the death or bankruptcy or
winding-up of a Member and to each of the Directors and the Auditors.


<PAGE>
                                     - 18 -


         60. The accidental omission to give Notice of a meeting or (in cases
where instruments of proxy are sent out with the Notice) to send such instrument
of proxy to, or the non-receipt of such Notice or such instrument of proxy by,
any person entitled to receive such Notice shall not invalidate any resolution
passed or the proceedings at that meeting.


                         PROCEEDINGS AT GENERAL MEETINGS

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

         (a)      the declaration and sanctioning of dividends;

         (b)      consideration and adoption of the accounts and balance sheet
                  and the reports of the Directors and Auditors and other
                  documents required to be annexed to the balance sheet;

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

         (d)      appointment of Auditors (where special notice of the intention
                  for such appointment is not required by the Law) and other
                  officers;

         (e)      the fixing of the remuneration of the Auditors, and the voting
                  of remuneration or extra remuneration to the Directors; and

         (f)      the granting of any mandate or authority to the Directors to
                  offer, allot, grant options over or otherwise dispose of the
                  unissued shares in the capital of the Company representing not
                  more than 20 per cent. in nominal value of its existing issued
                  share capital.

             (2) No business other than the appointment of a chairman of a
meeting shall be transacted at any general meeting unless a quorum is present at
the commencement of the business. Two (2) Members entitled to vote and present
in person or by proxy or (in the case of a member being a corporation) by its
duly authorised representative representing not less than one-third in nominal
value of the total issued voting shares in the Company throughout the meeting
shall form a quorum for all purposes.

         62. If within thirty (30) minutes (or such longer time not exceeding
one hour as the chairman of the meeting may determine to wait) after the time
appointed for the meeting a quorum is not present, the meeting, if convened on
the requisition of Members, shall be dissolved. In any other case it shall stand
adjourned to the same day in the next week at the same time and place or to such
time and place as the Board may determine. If at such adjourned meeting a quorum
is not present within half an hour from the time appointed for holding the
meeting, the meeting shall be dissolved.


<PAGE>

                                     - 19 -


         63. The chairman of the Company shall preside as chairman at every
general meeting. If at any meeting the chairman, is not present within fifteen
(15) minutes after the time appointed for holding the meeting, or is not willing
to act as chairman, the Directors present shall choose one of their number to
act, or if one Director only is present he shall preside as chairman if willing
to act. If no Director is present, or if each of the Directors present declines
to take the chair, or if the chairman chosen shall retire from the chair, the
Members present in person or by proxy and entitled to vote shall elect one of
their number to be chairman.

         64. The chairman may, with the consent of any meeting at which a quorum
is present (and shall if so directed by the meeting), adjourn the meeting from
time to time and from place to place as the meeting shall determine, but no
business shall be transacted at any adjourned meeting other than the business
which might lawfully have been transacted at the meeting had the adjournment not
taken place. When a meeting is adjourned for fourteen (14) days or more, at
least seven (7) clear days' notice of the adjourned meeting shall be given
specifying the time and place of the adjourned meeting but it shall not be
necessary to specify in such notice the nature of the business to be transacted
at the adjourned meeting and the general nature of the business to be
transacted. Save as aforesaid, it shall be unnecessary to give notice of an
adjournment.

         65. If an amendment is proposed to any resolution under consideration
but is in good faith 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
resolution, no amendment thereto (other than a mere clerical amendment to
correct a patent error) may in any event be considered or voted upon.


                                     VOTING

         66. Subject to any special rights or restrictions as to voting for the
time being attached to any shares by or in accordance with these Articles, at
any general meeting on a show of hands every Member present in person (or being
a corporation, is present by a representative duly authorised), or by proxy
shall have one vote and on a poll every Member present in person or by proxy or,
in the case of a Member being a corporation, by its duly authorised
representative shall have one vote for every fully paid share of which he is the
holder but so that no amount paid up or credited as paid up on a share in
advance of calls or instalments is treated for the foregoing purposes as paid up
on the share. Notwithstanding anything contained in these Articles, where more
than one proxy is appointed by a Member which is a clearing house (or its
nominee), each such proxy shall have one vote on a show of hands. A resolution
put to the vote of a meeting shall be decided on a show of hands unless (before
or on the declaration of the result of the show of hands or on the withdrawal of
any other demand for a poll) a poll is demanded:

         (a)      by the chairman of such meeting; or

         (b)      by at least three Members present in person or in the case of
                  a Member being a corporation by its duly authorised
                  representative or by proxy for the time being entitled to vote
                  at the meeting; or



<PAGE>
                                     - 20 -


         (c)      by a Member or Members present in person or in the case of a
                  Member being a corporation by its duly authorised
                  representative or by proxy and representing not less than
                  one-tenth of the total voting rights of all Members having the
                  right to vote at the meeting; or

         (d)      by a Member or Members present in person or in the case of a
                  Member being a corporation by its duly authorised
                  representative or by proxy and 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.

                  A demand by a person as proxy for a Member or in the case of a
Member being a corporation by its duly authorised representative shall be deemed
to be the same as a demand by a Member.

         67. Unless a poll is duly demanded and the demand is not withdrawn, a
declaration by the chairman that a resolution has been carried, or carried
unanimously, or by a particular majority, or not carried by a particular
majority, or lost, and an entry to that effect made in the minute book of the
Company, shall be conclusive evidence of the facts without proof of the number
or proportion of the votes recorded for or against the resolution.

         68. If a poll is duly demanded the result of the poll shall be deemed
to be the resolution of the meeting at which the poll was demanded. There shall
be no requirement for the chairman to disclose the voting figures on a poll.

         69. A poll demanded on the election of a chairman, or on a question of
adjournment, shall be taken forthwith. A poll demanded on any other question
shall be taken in such manner (including the use of ballot or voting papers or
tickets) and either forthwith or at such time (being not later than thirty (30)
days after the date of the demand) and place as the chairman directs. It shall
not be necessary (unless the chairman otherwise directs) for notice to be given
of a poll not taken immediately.

         70. The demand for a poll shall not prevent the continuance of a
meeting or the transaction of any business other than the question on which the
poll has been demanded, and, with the consent of the chairman, it may be
withdrawn at any time before the close of the meeting or the taking of the poll,
whichever is the earlier.

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

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

         73. All questions submitted to a meeting shall be decided by a simple
majority of votes except where a greater majority is required by these Articles
or by the Law. In the case of an equality of votes, whether on a show of hands
or on a poll, the chairman of such meeting shall be entitled to a second or
casting vote in addition to any other vote he may have.


<PAGE>
                                     - 21 -


         74. Where there are joint holders of any share any one of such joint
holder may vote, either in person or by proxy, in respect of such share as if he
were solely entitled thereto, but if more than one of such joint holders be
present at any meeting 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 joint holding.
Several executors or administrators of a deceased Member in whose name any share
stands shall for the purposes of this Article be deemed joint holders thereof.

         75. (1) A Member who is a patient for any purpose relating to mental
health or in respect of whom an order has been made by any court having
jurisdiction for the protection or management of the affairs of persons
incapable of managing their own affairs may vote, whether on a show of hands or
on a poll, by his receiver, committee, curator bonis or other person in the
nature of a receiver, committee or curator bonis appointed by such court, and
such receiver, committee, curator bonis or other person may vote on a poll by
proxy, and may otherwise act and be treated as if he were the registered holder
of such shares for the purposes of general meetings, provided that such evidence
as the Board may require of the authority of the person claiming to vote shall
have been deposited at the Office, head office or Registration Office, as
appropriate, not less than forty-eight (48) hours before the time appointed for
holding the meeting, or adjourned meeting or poll, as the case may be.

             (2) Any person entitled under Article 53 to be registered as the
holder of any shares may vote at any general meeting in respect thereof in the
same manner as if he were the registered holder of such shares, provided that
forty-eight (48) hours at least before the time of the holding of the meeting or
adjourned meeting, as the case may be, at which he proposes to vote, he shall
satisfy the Board of his entitlement to such shares, or the Board shall have
previously admitted his right to vote at such meeting in respect thereof.

         76. (1) No Member shall, unless the Board otherwise determines, be
entitled to attend and vote and to be reckoned in a quorum at any general
meeting unless he is duly registered and all calls or other sums presently
payable by him in respect of shares in the Company have been paid.

             (2) Where any Member is, under the rules of the Designated Stock
Exchange, required to abstain from voting on any particular resolution or
restricted to voting only for or only against any particular resolution, any
votes cast by or on behalf of such Member in contravention of such requirement
or restriction shall not be counted.

         77. If:

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

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

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

                  the objection or error shall not vitiate the decision of the
meeting or adjourned meeting on any resolution unless the same is raised or
pointed out at the meeting or, as the

<PAGE>
                                     - 22 -


case may be, the adjourned meeting at which the vote objected to is given or
tendered or at which the error occurs. Any objection or error shall be referred
to the chairman of the meeting and shall only vitiate the decision of the
meeting on any resolution if the chairman decides that the same may have
affected the decision of the meeting. The decision of the chairman on such
matters shall be final and conclusive.


                                     PROXIES

         78. Any Member entitled to attend and vote at a meeting of the Company
shall be entitled to appoint another person as his proxy to attend and vote
instead of him. A Member who is the holder of two or more shares may appoint
more than one proxy to represent him and vote on his behalf at a general meeting
of the Company or at a class meeting. A proxy need not be a Member. In addition,
a proxy or proxies representing either a Member who is an individual or a Member
which is a corporation shall be entitled to exercise the same powers on behalf
of the Member which he or they represent as such Member could exercise.

         79. The instrument appointing a proxy shall be in writing under the
hand of the appointor or of his attorney duly authorised in writing or, if the
appointor is a corporation, either under its seal or under the hand of an
officer, attorney or other person authorised to sign the same. In the case of an
instrument of proxy purporting to be signed on behalf of a corporation by an
officer thereof it shall be assumed, unless the contrary appears, that such
officer was duly authorised to sign such instrument of proxy on behalf of the
corporation without further evidence of the facts.

         80. The instrument appointing a proxy and (if required by the Board)
the power of attorney or other authority (if any) under which it is signed, or a
certified copy of such power or authority, shall be delivered to such place or
one of such places (if any) as may be specified for that purpose in or by way of
note to or in any document accompanying the notice convening the meeting (or, if
no place is so specified at the Registration Office or the Office, as may be
appropriate) not less than forty-eight (48) hours before the time appointed 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 subsequently to the
date of a meeting or adjourned meeting, not less than twenty-four (24) hours
before the time appointed for the taking of the poll and in default the
instrument of proxy shall not be treated as valid. No instrument appointing a
proxy shall be valid after the expiration of twelve (12) months from the date
named in it as the date of its execution, except at an adjourned meeting or on a
poll demanded at a meeting or an adjourned meeting in cases where the meeting
was originally held within twelve (12) months from such date. Delivery of an
instrument appointing a proxy shall not preclude a Member from attending and
voting in person at the meeting convened and in such event, the instrument
appointing a proxy shall be deemed to be revoked.

         81. Instruments of proxy shall be in any common form or in such other
form as the Board may approve (provided that this shall not preclude the use of
the two-way form) and the Board may, if it thinks fit, send out with the notice
of any meeting forms of instrument of proxy for use at the meeting. The
instrument of proxy shall be deemed to confer authority to demand or join in
demanding a poll and to vote on any amendment of a resolution put to the meeting
for which it is given as the proxy thinks fit. The instrument of proxy shall,
unless the contrary is stated therein, be valid as well for any adjournment of
the

<PAGE>
                                     - 23 -


meeting as for the meeting to which it relates.

         82. 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 instrument of proxy or of the authority under which it was
executed, provided that no intimation in writing of such death, insanity or
revocation shall have been received by the Company at the Office or the
Registration Office (or such other place as may be specified for the delivery of
instruments of proxy in the notice convening the meeting or other document sent
therewith) two (2) hours at least before the commencement of the meeting or
adjourned meeting, or the taking of the poll, at which the instrument of proxy
is used.

         83. Anything which under these Articles a Member may do by proxy he may
likewise do by his duly appointed attorney and the provisions of these Articles
relating to proxies and instruments appointing proxies shall apply mutatis
mutandis in relation to any such attorney and the instrument under which such
attorney is appointed.


                     CORPORATIONS ACTING BY REPRESENTATIVES

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

         (2) If a clearing house (or its nominee), being a corporation, is a
Member, it may authorise such persons as it thinks fit to act as its
representatives at any meeting of the Company or at any meeting of any class of
Members provided that the authorisation shall specify the number and class of
shares in respect of which each such representative is so authorised. Each
person so authorised under the provisions of this Article shall be entitled to
exercise the same rights and powers as if such person was the registered holder
of the shares of the Company held by the clearing house (or its nominee)
including the right to vote individually on a show of hands.

         (3) Any reference in these Articles to a duly authorised representative
of a Member being a corporation shall mean a representative authorised under the
provisions of this Article.


                         WRITTEN RESOLUTIONS OF MEMBERS

         85. A resolution in writing signed (in such manner as to indicate,
expressly or impliedly, unconditional approval) by or on behalf of all persons
for the time being entitled to receive notice of and to attend and vote at
general meetings of the Company shall, for the purposes of these Articles, be
treated as a resolution duly passed at a general meeting of the Company and,
where relevant, as a special resolution so passed. Any such resolution shall be
deemed to have been passed at a meeting held on the date on which it was signed
by the last

<PAGE>
                                     - 24 -


Member to sign, and where the resolution states a date as being the date of his
signature thereof by any Member the statement shall be prima facie evidence that
it was signed by him on that date. Such a resolution may consist of several
documents in the like form, each signed by one or more relevant Members.


                               BOARD OF DIRECTORS

         86. (1) Unless otherwise determined by the Company in general meeting,
the number of Directors shall not be less than two (2). There shall be no
maximum number of Directors unless otherwise determined from time to time by the
Members in general meeting. The Directors shall be elected or appointed in the
first place by the subscribers to the Memorandum of Association or by a majority
of them and thereafter in accordance with Article 87 and shall hold office until
their successors are elected or appointed.

         (2) Subject to the Articles and the Law, the Company may by ordinary
resolution elect any person to be a Director either to fill a casual vacancy on
the Board, or as an addition to the existing Board.

         (3) The Directors shall have the power from time to time and at any
time to appoint any person as a Director either to fill a casual vacancy on the
Board or as an addition to the existing Board. Any Director so appointed by the
Board shall hold office only until the next following annual general meeting of
the Company and shall then be eligible for re-election.

         (4) Neither a Director nor an alternate Director shall be required to
hold any shares of the Company by way of qualification and a Director or
alternate Director (as the case may be) who is not a Member shall be entitled to
receive notice of and to attend and speak at any general meeting of the Company
and of all classes of shares of the Company.

         (5) Subject to any provision to the contrary in these Articles the
Members may, at any general meeting convened and held in accordance with these
Articles, by special resolution remove a Director at any time before the
expiration of his period of office notwithstanding anything in these Articles or
in any agreement between the Company and such Director (but without prejudice to
any claim for damages under any such agreement).

         (6) A vacancy on the Board created by the removal of a Director under
the provisions of subparagraph (4) above may be filled by the election or
appointment by ordinary resolution the Members at the meeting at which such
Director is removed.

         (7) The Company may from time to time in general meeting by ordinary
resolution increase or reduce the number of Directors but so that the number of
Directors shall never be less than two (2).


                             RETIREMENT OF DIRECTORS

         87. (1) Notwithstanding any other provisions in the Articles, at each
annual general meeting one-third of the Directors for the time being (or, if
their number is not a multiple of three(3), the number nearest to but not
greater than one-third) shall retire from office by

<PAGE>
                                     - 25 -


rotation provided that notwithstanding anything herein, the chairman of the
Board and/or the managing director of the Company shall not, whilst holding such
office, be subject to retirement by rotation or be taken into account in
determining the number of Directors to retire in each year.

         (2) A retiring Director shall be eligible for re-election. The
Directors to retire by rotation shall include (so far as necessary to ascertain
the number of directors to retire by rotation) any Director who wishes to retire
and not to offer himself for re-election. Any further Directors so to retire
shall be those of the other Directors subject to retirement by rotation who have
been longest in office since their last re-election or appointment and so that
as between persons who became or were last re-elected Directors on the same day
those to retire shall (unless they otherwise agree among themselves) be
determined by lot. Any Director appointed pursuant to Article 86(2) or Article
86(3) shall not be taken into account in determining which particular Directors
or the number of Directors who are to retire by rotation.

         88. No person other than a Director retiring at the meeting shall,
unless recommended by the Directors for election, be eligible for election as a
Director at any general meeting unless a Notice signed by a Member (other than
the person to be proposed) duly qualified to attend and vote at the meeting for
which such notice is given of his intention to propose such person for election
and also a Notice signed by the person to be proposed of his willingness to be
elected have been lodged at the Office or the head office provided that the
minimum length of the period, during which such Notice(s) are given, shall be at
least seven (7) days and that the period for lodgment of such Notice(s) shall
commence no earlier than the day after the dispatch of the notice of the general
meeting appointed for such election and end no later than seven (7) days prior
to the date of such general meeting.


                          DISQUALIFICATION OF DIRECTORS

         89. The office of a Director shall be vacated if the Director:

         (1) resigns his office by notice in writing delivered to the Company at
the Office or tendered at a meeting of the Board whereupon the Board resolves to
accept such resignation;

         (2) becomes of unsound mind or dies;

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

         (4) becomes bankrupt or has a receiving order made against him or
suspends payment or compounds with his creditors;

         (5) is prohibited by law from being a Director; or

         (6) ceases to be a Director by virtue of any provision of the Statutes
or is removed from office pursuant to these Articles.


<PAGE>
                                     - 26 -


                              EXECUTIVE DIRECTORS

         90. The Board may from time to time appoint any one or more of its body
to be a managing director, joint managing director or deputy managing director
or to hold any other employment or executive office with the Company for such
period (subject to their continuance as Directors) and upon such terms as the
Board may determine and the Board may revoke or terminate any of such
appointments. Any such revocation or termination as aforesaid shall be without
prejudice to any claim for damages that such Director may have against the
Company or the Company may have against such Director. A Director appointed to
an office under this Article shall be subject to the same provisions as to
removal as the other Directors of the Company, and he shall (subject to the
provisions of any contract between him and the Company) ipso facto and
immediately cease to hold such office if he shall cease to hold the office of
Director for any cause.

         91. Notwithstanding Articles 96, 97, 98 and 99, an executive director
appointed to an office under Article 90 hereof shall receive such remuneration
(whether by way of salary, commission, participation in profits or otherwise or
by all or any of those modes) and such other benefits (including pension and/or
gratuity and/or other benefits on retirement) and allowances as the Board may
from time to time determine, and either in addition to or in lieu of his
remuneration as a Director.


                               ALTERNATE DIRECTORS

         92. Any Director may at any time by Notice delivered to the Office or
head office or at a meeting of the Directors appoint any person (including
another Director) to be his alternate Director. Any person so appointed shall
have all the rights and powers of the Director or Directors for whom such person
is appointed in the alternative provided that such person shall not be counted
more than once in determining whether or not a quorum is present. An alternate
Director may be removed at any time by the body which appointed him and, subject
thereto, the office of alternate Director shall continue until the happening of
any event which, if we were a Director, would cause him to vacate such office or
if his appointor ceases for any reason to be a Director. Any appointment or
removal of an alternate Director shall be effected by Notice signed by the
appointor and delivered to the Office or head office or tendered at a meeting of
the Board. An alternate Director may also be a Director in his own right and may
act as alternate to more than one Director. An alternate Director shall, if his
appointor so requests, be entitled to receive notices of meetings of the Board
or of committees of the Board to the same extent as, but in lieu of, the
Director appointing him and shall be entitled to such extent to attend and vote
as a Director at any such meeting at which the Director appointing him is not
personally present and generally at such meeting to exercise and discharge all
the functions, powers and duties of his appointor as a Director and for the
purposes of the proceedings at such meeting the provisions of these Articles
shall apply as if he were a Director save that as an alternate for more than one
Director his voting rights shall be cumulative.

         93. An alternate Director shall only be a Director for the purposes of
the Law and shall only be subject to the provisions of the Law insofar as they
relate to the duties and obligations of a Director when performing the functions
of the Director for whom he is appointed in the alternative and shall alone be
responsible to the Company for his acts and

<PAGE>
                                     - 27 -


defaults and shall not be deemed to be the agent of or for the Director
appointing him. An alternate Director shall be entitled to contract and be
interested in and benefit from contracts or arrangements or transactions and to
be repaid expenses and to be indemnified by the Company to the same extent
mutatis mutandis as if he were a Director but he shall not be entitled to
receive from the Company any fee in his capacity as an alternate Director except
only such part, if any, of the remuneration otherwise payable to his appointor
as such appointor may by Notice to the Company from time to time direct.

         94. Every person acting as an alternate Director shall have one vote
for each Director for whom he acts as alternate (in addition to his own vote if
he is also a Director). If his appointor is for the time being absent from Hong
Kong or otherwise not available or unable to act, the signature of an alternate
Director to any resolution in writing of the Board or a committee of the Board
of which his appointor is a member shall, unless the notice of his appointment
provides to the contrary, be as effective as the signature of his appointor.

         95. An alternate Director shall ipso facto cease to be an alternate
Director if his appointor ceases for any reason to be a Director, however, such
alternate Director or any other person may be re-appointed by the Directors to
serve as an alternate Director PROVIDED always that, if at any meeting any
Director retires but is re-elected at the same meeting, any appointment of such
alternate Director pursuant to these Articles which was in force immediately
before his retirement shall remain in force as though he had not retired.


                          DIRECTORS' FEES AND EXPENSES

         96. The ordinary remuneration of the Directors shall from time to time
be determined by the Company in general meeting and shall (unless otherwise
directed by the resolution by which it is voted) be divided amongst the Board in
such proportions and in such manner as the Board may agree or, failing
agreement, equally, except that any Director who shall hold office for part only
of the period in respect of which such remuneration is payable shall be entitled
only to rank in such division for a proportion of remuneration related to the
period during which he has held office. Such remuneration shall be deemed to
accrue from day to day.

         97. Each Director shall be entitled to be repaid or prepaid all
travelling, hotel and incidental expenses reasonably incurred or expected to be
incurred by him in attending meetings of the Board or committees of the Board or
general meetings or separate meetings of any class of shares or of debentures of
the Company or otherwise in connection with the discharge of his duties as a
Director.

         98. Any Director who, by request, goes or resides abroad for any
purpose of the Company or who performs services which in the opinion of the
Board go beyond the ordinary duties of a Director may be paid such extra
remuneration (whether by way of salary, commission, participation in profits or
otherwise) as the Board may determine and such extra remuneration shall be in
addition to or in substitution for any ordinary remuneration provided for by or
pursuant to any other Article.

         99. The Board shall obtain the approval of the Company in general
meeting before making any payment to any Director or past Director of the
Company by way of

<PAGE>
                                     - 28 -


compensation for loss of office, or as consideration for or in connection with
his retirement from office (not being payment to which the Director is
contractually entitled).

                              DIRECTORS' INTERESTS

         100. A Director may:

         (a)      hold any other office or place of profit with the Company
                  (except that of Auditor) in conjunction with his office of
                  Director for such period and upon such terms as the Board may
                  determine. Any remuneration (whether by way of salary,
                  commission, participation in profits or otherwise) paid to any
                  Director in respect of any such other office or place of
                  profit shall be in addition to any remuneration provided for
                  by or pursuant to any other Article;

         (b)      act by himself or his firm in a professional capacity for the
                  Company (otherwise than as Auditor) and he or his firm may be
                  remunerated for professional services as if he were not a
                  Director;

         (c)      continue to be or become a director, managing director, joint
                  managing director, deputy managing director, executive
                  director, manager or other officer or member of any other
                  company promoted by the Company or in which the Company may be
                  interested as a vendor, shareholder or otherwise and (unless
                  otherwise agreed) no such Director shall be accountable for
                  any remuneration, profits or other benefits received by him as
                  a director, managing director, joint managing director, deputy
                  managing director, executive director, manager or other
                  officer or member of or from his interests in any such other
                  company. Subject as otherwise provided by these Articles the
                  Directors may exercise or cause to be exercised the voting
                  powers conferred by the shares in any other company held or
                  owned by the Company, or exercisable by them as Directors of
                  such other company in such manner in all respects as they
                  think fit (including the exercise thereof in favour of any
                  resolution appointing themselves or any of them directors,
                  managing directors, joint managing directors, deputy managing
                  directors, executive directors, managers or other officers of
                  such company) or voting or providing for the payment of
                  remuneration to the director, managing director, joint
                  managing director, deputy managing director, executive
                  director, manager or other officers of such other company and
                  any Director may vote in favour of the exercise of such voting
                  rights in manner aforesaid notwithstanding that he may be, or
                  about to be, appointed a director, managing director, joint
                  managing director, deputy managing director, executive
                  director, manager or other officer of such a company, and that
                  as such he is or may become interested in the exercise of such
                  voting rights in manner aforesaid.

         101. Subject to the Law and to these Articles, no Director or proposed
or intending Director shall be disqualified by his office from contracting with
the Company, either with regard to his tenure of any office or place of profit
or as vendor, purchaser or in any other manner whatever, nor shall any such
contract or any other contract or arrangement in which any Director is in any
way interested be liable to be avoided, nor shall any Director so

<PAGE>
                                     - 29 -


contracting or being so interested be liable to account to the Company or the
Members for any remuneration, profit or other benefits realised by any such
contract or arrangement by reason of such Director holding that office or of the
fiduciary relationship thereby established provided that such Director shall
disclose the nature of his interest in any contract or arrangement in which he
is interested in accordance with Article 102 herein.

         102. A Director who to his knowledge is in any way, whether directly or
indirectly, interested in a contract or arrangement or proposed contract or
arrangement with the Company shall declare the nature of his interest at the
meeting of the Board at which the question of entering into the contract or
arrangement is first considered, if he knows his interest then exists, or in any
other case at the first meeting of the Board after he knows that he is or has
become so interested. For the purposes of this Article, a general Notice to the
Board by a Director to the effect that:

         (a)      he is a member or officer of a specified company or firm and
                  is to be regarded as interested in any contract or arrangement
                  which may after the date of the Notice be made with that
                  company or firm; or

         (b)      he is to be regarded as interested in any contract or
                  arrangement which may after the date of the Notice be made
                  with a specified person who is connected with him;

                  shall be deemed to be a sufficient declaration of interest
under this Article in relation to any such contract or arrangement, provided
that no such Notice shall be effective unless either it is given at a meeting of
the Board or the Director takes reasonable steps to secure that it is brought up
and read at the next Board meeting after it is given.

         103. (1) A Director shall not vote (nor be counted in the quorum) on
any resolution of the Board approving any contract or arrangement or any other
proposal in which he or any of his associates is materially interested, but this
prohibition shall not apply to any of the following matters namely:

         (i)      any contract or arrangement for the giving to such Director or
                  his associate(s) any security or indemnity in respect of money
                  lent by him or any of his associates or obligations incurred
                  or undertaken by him or any of his associates at the request
                  of or for the benefit of the Company or any of its
                  subsidiaries;

         (ii)     any contract or arrangement for 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 the
                  Director or his associate(s) has himself/themselves assumed
                  responsibility in whole or in part whether alone or jointly
                  under a guarantee or indemnity or by the giving of security;

         (iii)    any contract or arrangement concerning an offer of shares or
                  debentures or other securities of or by the Company or any
                  other company which the Company may promote or be interested
                  in for subscription or purchase, where the Director or his
                  associate(s) is/are or is/are to be interested as a
                  participant in the underwriting or sub-underwriting of the
                  offer;


<PAGE>
                                     - 30 -


         (iv)     any contract or arrangement in which the Director or his
                  associate(s) is/are interested in the same manner as other
                  holders of shares or debentures or other securities of the
                  Company or any of its subsidiaries by virtue only of his/their
                  interest in shares or debentures or other securities of the
                  Company;

         (v)      any contract or arrangement concerning any other company in
                  which the Director or his associate(s) is/are interested only,
                  whether directly or indirectly, as an officer or executive or
                  a shareholder other than a company in which the Director
                  and/or his associate(s) is/are beneficially interested in five
                  (5) per cent or more of the issued shares or of the voting
                  rights of any class of shares of such company (or any third
                  company through which his interest or that of any of his
                  associates is derived); or

         (vi)     any proposal concerning the adoption, modification or
                  operation of a share option scheme, a pension fund or
                  retirement, death or disability benefits scheme or other
                  arrangement which relates both to directors, his associates
                  and employees of the Company or of any of its subsidiaries and
                  does not provide in respect of any Director, or his
                  associate(s), as such any privilege or advantage not accorded
                  to the employees to which such scheme or fund relates.

         (2) A company shall be deemed to be a company in which a Director
and/or his associate(s) owns five (5) per cent. or more if and so long as (but
only if and so long as) he and/or his associates, (either directly or
indirectly) are the holders of or beneficially interested in five (5) per cent.
or more of any class of the equity share capital of such company or of the
voting rights available to members of such company (or of any third company
through which his/their interest or that of any of his associates is derived).
For the purpose of this paragraph there shall be disregarded any shares held by
a Director or his associate(s) as bare or custodian trustee and in which he or
any of them has no beneficial interest, any shares comprised in a trust in which
the interest of the Director or his associate(s) is/are in reversion or
remainder if and so long as some other person is entitled to receive the income
thereof, and any shares comprised in an authorised unit trust scheme in which
the Director or his associate(s) is/are interested only as a unit holder and any
shares which carry no voting right at general meetings and very restrictive
dividend and return of capital right.

         (3) Where a company in which a Director and/or his associate(s) holds
five (5) per cent. or more is/are materially interested in a transaction, then
that Director and/or his associate(s) shall also be deemed materially interested
in such transaction.

         (4) If any question shall arise at any meeting of the Board as to the
materiality of the interest of a Director (other than the chairman of the
meeting) or his associate(s) or as to the entitlement of any Director (other
than such chairman) 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 such other Director shall be final
and conclusive except in a case where the nature or extent of the interest of
the Director and/or his associate(s) concerned as known to such Director has not
been fairly disclosed to the Board. If any question as aforesaid shall arise in
respect of the chairman of the meeting such question shall be decided by a
resolution of the Board (for which purpose such chairman shall not vote thereon)
and such resolution shall be final and conclusive except in a case where the

<PAGE>
                                     - 31 -


nature or extent of the interest of such chairman as known to such chairman has
not been fairly disclosed to the Board.


                         GENERAL POWERS OF THE DIRECTORS

         104. (1) The business of the Company shall be managed and conducted by
the Board, which may pay all expenses incurred in forming and registering the
Company and may exercise all powers of the Company (whether relating to the
management of the business of the Company or otherwise) which 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 the Statutes and of these
Articles and to such regulations being not inconsistent with such provisions, as
may be prescribed by the Company in general meeting, but no regulations made by
the Company in general meeting shall invalidate any prior act of the Board which
would have been valid if such regulations had not been made. The general powers
given by this Article shall not be limited or restricted by any special
authority or power given to the Board by any other Article.

         (2) Any person contracting or dealing with the Company in the ordinary
course of business shall be entitled to rely on any written or oral contract or
agreement or deed, document or instrument entered into or executed as the case
may be by any two of the Directors acting jointly on behalf of the Company and
the same shall be deemed to be validly entered into or executed by the Company
as the case may be and shall, subject to any rule of law, be binding on the
Company.

         (3) Without prejudice to the general powers conferred by these Articles
it is hereby expressly declared that the Board shall have the following powers:

                  (a)      To give to any person the right or option of
                           requiring at a future date that an allotment shall be
                           made to him of any share at par or at such premium as
                           may be agreed.

                  (b)      To give to any Directors, officers or servants of the
                           Company an interest in any particular business or
                           transaction or participation in the profits thereof
                           or in the general profits of the Company either in
                           addition to or in substitution for a salary or other
                           remuneration.

                  (c)      To resolve that the Company be deregistered in the
                           Cayman Islands and continued in a named jurisdiction
                           outside the Cayman Islands subject to the provisions
                           of the Law.

         (4) Except as would, if the Company were a company incorporated in Hong
Kong, be permitted by Section 157H of the Companies Ordinance (Chapter 32 of the
Laws of Hong Kong) as in force at the date of adoption of these Articles, and
except as permitted under the Law, the Company shall not directly or indirectly:

                  (i)      make a loan to a Director or a director of any
                           holding company of the Company;

                  (ii)     enter into any guarantee or provide any security in
                           connection with a

<PAGE>
                                     - 32 -


                           loan made by any person to a Director or such a
                           director; or

                  (iii)    if any one or more of the Directors hold (jointly or
                           severally or indirectly or indirectly) a controlling
                           interest in another company, make a loan to that
                           other company or enter into any guarantee or provide
                           any security in connection with a loan made by any
                           person to that other company.

                  Article 104(4) shall only have effect for so long as the
shares of the Company are listed on The Stock Exchange of Hong Kong Limited.

         105. The Board may establish any regional or local boards or agencies
for managing any of the affairs of the Company in any place, and may appoint any
persons to be members of such local boards, or any managers or agents, and may
fix their remuneration (either by way of salary or by commission or by
conferring the right to participation in the profits of the Company or by a
combination of two or more of these modes) and pay the working expenses of any
staff employed by them upon the business of the Company. The Board may delegate
to any regional or local board, manager or agent any of the powers, authorities
and discretions vested in or exercisable by the Board (other than its powers to
make calls and forfeit shares), with power to sub-delegate, and may authorise
the members of any of them to fill any vacancies therein and to Law
notwithstanding vacancies. Any such appointment or delegation may be made upon
such terms and subject to such conditions as the Board may think fit, and the
Board may remove any person appointed as aforesaid, and may revoke or vary such
delegation, but no person dealing in good faith and without notice of any such
revocation or variation shall be affected thereby.

         106. The Board may by power of attorney appoint under the Seal any
company, firm or person or any fluctuating body of persons, whether nominated
directly or indirectly by the Board, to be the attorney or attorneys of the
Company for such purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Board under these Articles) and
for such period and subject to such conditions as it may think fit, and any such
power of attorney may contain such provisions for the protection and convenience
of persons dealing with any such attorney as the Board may think fit, and may
also authorise any such attorney to sub-delegate all or any of the powers,
authorities and discretions vested in him. Such attorney or attorneys may, if so
authorised under the Seal of the Company, execute any deed or instrument under
their personal seal with the same effect as the affixation of the Company's
Seal.

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

         108. All cheques, promissory notes, drafts, bills of exchange and other
instruments, whether negotiable or transferable or not, and all receipts for
moneys paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as the Board shall from
time to time by resolution determine. The Company's

<PAGE>
                                     - 33 -


banking accounts shall be kept with such banker or bankers as the Board shall
from time to time determine.

         109. (1) The Board may establish or concur or join with other companies
(being subsidiary companies of the Company or companies with which it is
associated in business) in establishing and making contributions out of the
Company's moneys to any schemes or funds for providing pensions, sickness or
compassionate allowances, life assurance or other benefits for employees (which
expression as used in this and the following paragraph shall include any
Director or ex-Director who may hold or have held any executive office or any
office of profit under the Company or any of its subsidiary companies) and
ex-employees of the Company and their dependants or any class or classes of such
person.

         (2) The Board may pay, enter into agreements to pay or make grants of
revocable or irrevocable, and either subject or not subject to any terms or
conditions, pensions or other benefits to employees and ex-employees and their
dependants, or to any of such persons, including pensions or benefits additional
to those, if any, to which such employees or ex-employees or their dependants
are or may become entitled under any such scheme or fund as mentioned in the
last preceding paragraph. Any such pension or benefit may, as the Board
considers desirable, be granted to an employee either before and in anticipation
of or upon or at any time after his actual retirement.


                                BORROWING POWERS

         110. The Board may exercise all the powers of the Company to raise or
borrow money and to mortgage or charge all or any part of the undertaking,
property and assets (present and future) and uncalled capital of the Company
and, subject to the Law, to issue debentures, bonds and other securities,
whether outright or as collateral security for any debt, liability or obligation
of the Company or of any third party.

         111. Debentures, bonds and other securities may be made assignable free
from any equities between the Company and the person to whom the same may be
issued.

         112. Any debentures, bonds or other securities may be issued at a
discount (other than shares), premium or otherwise and with any special
privileges as to redemption, surrender, drawings, allotment of shares, attending
and voting at general meetings of the Company, appointment of Directors and
otherwise.

         113. (1) Where any uncalled capital of the Company is charged, all
persons taking any subsequent charge thereon shall take the same subject to such
prior charge, and shall not be entitled, by notice to the Members or otherwise,
to obtain priority over such prior charge.

         (2) The Board shall cause a proper register to be kept, in accordance
with the provisions of the Law, of all charges specifically affecting the
property of the Company and of any series of debentures issued by the Company
and shall duly comply with the requirements of the Law in regard to the
registration of charges and debentures therein specified and otherwise.



<PAGE>
                                     - 34 -


                          PROCEEDINGS OF THE DIRECTORS

         114. The Board may meet for the despatch of business, adjourn and
otherwise regulate its meetings as it considers appropriate. Questions arising
at any meeting shall be determined by a majority of votes. In the case of any
equality of votes the chairman of the meeting shall have an additional or
casting vote.

         115. A meeting of the Board may be convened by the Secretary on request
of a Director or by any Director. The Secretary shall convene a meeting of the
Board of which notice may be given in writing or by telephone or in such other
manner as the Board may from time to time determine whenever he shall be
required so to do by the president or chairman, as the case may be, or any
Director.

         116. (1) The quorum necessary for the transaction of the business of
the Board may be fixed by the Board and, unless so fixed at any other number,
shall be two (2). An alternate Director shall be counted in a quorum in the case
of the absence of a Director for whom he is the alternate provided that he shall
not be counted more than once for the purpose of determining whether or not a
quorum is present.

         (2) Directors may participate in any meeting of the Board by means of a
conference telephone or other communications equipment through which all persons
participating in the meeting can communicate with each other simultaneously and
instantaneously and, for the purpose of counting a quorum, such participation
shall constitute presence at a meeting as if those participating were present in
person.

         (3) Any Director who ceases to be a Director at a Board meeting may
continue to be present and to act as a Director and be counted in the quorum
until the termination of such Board meeting if no other Director objects and if
otherwise a quorum of Directors would not be present.

         117. The continuing Directors or a sole continuing Director may act
notwithstanding any vacancy in the Board but, if and so long as the number of
Directors is reduced below the minimum number fixed by or in accordance with
these Articles, the continuing Directors or Director, notwithstanding that the
number of Directors is below the number fixed by or in accordance with these
Articles as the quorum or that there is only one continuing Director, may act
for the purpose of filling vacancies in the Board or of summoning general
meetings of the Company but not for any other purpose.

         118. The Board may elect a chairman and one or more deputy chairman of
its meetings and determine the period for which they are respectively to hold
such office. If no chairman or deputy chairman is elected, or if at any meeting
neither the chairman nor any deputy chairman is present within five (5) minutes
after the time appointed for holding the same, the Directors present may choose
one of their number to be chairman of the meeting.

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

         120. (1) The Board may delegate any of its powers, authorities and
discretions to

<PAGE>
                                     - 35 -


committees, consisting of such Director or Directors and other persons as it
thinks fit, and they may, from time to time, revoke such delegation or revoke
the appointment of and discharge any such committees either wholly or in part,
and either as to persons or purposes. Any committee so formed shall, in the
exercise of the powers, authorities and discretions so delegated, conform to any
regulations which may be imposed on it by the Board.

         (2) All acts done by any such committee in conformity with such
regulations, and in fulfilment of the purposes for which it was appointed, but
not otherwise, shall have like force and effect as if done by the Board, and the
Board shall have power, with the consent of the Company in general meeting, to
remunerate the members of any such committee, and charge such remuneration to
the current expenses of the Company.

         121. The meetings and proceedings of any committee consisting of two or
more members shall be governed by the provisions contained in these Articles for
regulating the meetings and proceedings of the Board so far as the same are
applicable and are not superseded by any regulations imposed by the Board under
the last preceding Article.

         122. A resolution in writing signed by all the Directors except such as
are temporarily unable to act through ill-health or disability, and all the
alternate Directors, if appropriate, whose appointors are temporarily unable to
act as aforesaid shall (provided that such number is sufficient to constitute a
quorum and further provided that a copy of such resolution has been given or the
contents thereof communicated to all the Directors for the time being entitled
to receive notices of Board meetings in the same manner as notices of meetings
are required to be given by these Articles) be as valid and effectual as if a
resolution had been passed at a meeting of the Board duly convened and held.
Such resolution may be contained in one document or in several documents in like
form each signed by one or more of the Directors or alternate Directors and for
this purpose a facsimile signature of a Director or an alternate Director shall
be treated as valid.

         123. All acts bona fide done by the Board or by any committee or by any
person acting as a Director or members of a committee, shall, notwithstanding
that it is afterwards discovered that there was some defect in the appointment
of any member of the Board or such committee or person acting as aforesaid or
that they or any of them were disqualified or had vacated office, be as valid as
if every such person had been duly appointed and was qualified and had continued
to be a Director or member of such committee.


                                    MANAGERS

         124. The Board may from time to time appoint a general manager, a
manager or managers of the Company and may fix his or their remuneration either
by way of salary or commission or by conferring the right to participation in
the profits of the Company or by a combination of two or more of these modes and
pay the working expenses of any of the staff of the general manager, manager or
managers who may be employed by him or them upon the business of the Company.

         125. The appointment of such general manager, manager or managers may
be for such period as the Board may decide, and the Board may confer upon him or
them all or any of the powers of the Board as they may think fit.


<PAGE>
                                     - 36 -


         126. The Board may enter into such agreement or agreements with any
such general manager, manager or managers upon such terms and conditions in all
respects as the Board may in their absolute discretion think fit, including a
power for such general manager, manager or managers to appoint an assistant
manager or managers or other employees whatsoever under them for the purpose of
carrying on the business of the Company.


                                    OFFICERS

         127. (1) The officers of the Company shall consist of a chairman, the
Directors and Secretary and such additional officers (who may or may not be
Directors) as the Board may from time to time determine, all of whom shall be
deemed to be officers for the purposes of the Law and these Articles.

         (2) The Directors shall, as soon as may be after each appointment or
election of Directors, elect amongst the Directors a chairman and if more than
one (1) Director is proposed for this office, the election to such office shall
take place in such manner as the Directors may determine.

         (3) The officers shall receive such remuneration as the Directors may
from time to time determine.

         128. (1) The Secretary and additional officers, if any, shall be
appointed by the Board and shall hold office on such terms and for such period
as the Board may determine. If thought fit, two (2) or more persons may be
appointed as joint Secretaries. The Board may also appoint from time to time on
such terms as it thinks fit one or more assistant or deputy Secretaries.

         (2) The Secretary shall attend all meetings of the Members and shall
keep correct minutes of such meetings and enter the same in the proper books
provided for the purpose. He shall perform such other duties as are prescribed
by the Law or these Articles or as may be prescribed by the Board.

         129. The officers of the Company shall have such powers and perform
such duties in the management, business and affairs of the Company as may be
delegated to them by the Directors from time to time.

         130. A provision of the Law or of 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.


                       REGISTER OF DIRECTORS AND OFFICERS

         131. (1) The Company shall cause to be kept in one or more books at its
Office a Register of Directors and Officers in which there shall be entered the
full names and addresses of the Directors and Officers and such other
particulars as required by the Law or as the Directors may determine. The
Company shall send to the Registrar of Companies in

<PAGE>
                                     - 37 -


the Cayman Islands a copy of such register, and shall from time to time notify
to the said Registrar of any change that takes place in relation to such
Directors and Officers as required by the Law.


                                     MINUTES

         132. (1) The Board shall cause minutes to be duly entered in books
provided for the purpose:

         (a)      of all elections and appointments of officers;

         (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 of each general meeting of
                  the Members, meetings of the Board and meetings of committees
                  of the Board and where there are managers, of all proceedings
                  of meetings of the managers.

         (2) Minutes shall be kept by the Secretary at the Office.


                                      SEAL

         133. (1) The Company shall have one or more Seals, as the Board may
determine. For the purpose of sealing documents creating or evidencing
securities issued by the Company, the Company may have a securities seal which
is a facsimile of the Seal of the Company with the addition of the words
"Securities Seal" on its face or in such other form as the Board may approve.
The Board shall provide for the custody of each Seal and no Seal shall be used
without the authority of the Board or of a committee of the Board authorised by
the Board in that behalf. Subject as otherwise provided in these Articles, any
instrument to which a Seal is affixed shall be signed autographically by one
Director and the Secretary or by two Directors or by such other person
(including a Director) or persons as the Board may appoint, either generally or
in any particular case, save that as regards any certificates for shares or
debentures or other securities of the Company the Board may by resolution
determine that such signatures or either of them shall be dispensed with or
affixed by some method or system of mechanical signature. Every instrument
executed in manner provided by this Article shall be deemed to be sealed and
executed with the authority of the Board previously given.

         (2) Where the Company has a Seal for use abroad, the Board may by
writing under the Seal appoint any agent or committee abroad to be the duly
authorised agent of the Company for the purpose of affixing and using such Seal
and the Board may impose restrictions on the use thereof as may be thought fit.
Wherever 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 other Seal
as aforesaid.


                           AUTHENTICATION OF DOCUMENTS


<PAGE>
                                     - 38 -


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


                            DESTRUCTION OF DOCUMENTS

         135. The Company shall be entitled to destroy the following documents
at the following times:

         (a)      any share certificate which has been cancelled at any time
                  after the expiry of one (1) year from the date of such
                  cancellation;

         (b)      any dividend mandate or any variation or cancellation thereof
                  or any notification of change of name or address at any time
                  after the expiry of two (2) years from the date such mandate
                  variation cancellation or notification was recorded by the
                  Company;

         (c)      any instrument of transfer of shares which has been registered
                  at any time after the expiry of seven (7) years from the date
                  of registration;

         (d)      any allotment letters after the expiry of seven (7) years from
                  the date of issue thereof; and

         (e)      copies of powers of attorney, grants of probate and letters of
                  administration at any time after the expiry of seven (7) years
                  after the account to which the relevant power of attorney,
                  grant of probate or letters of administration related has been
                  closed;

                  and it shall conclusively be presumed in favour of the Company
that every entry in the Register purporting to be made on the basis of any such
documents so destroyed was duly and properly made and every share certificate so
destroyed was a valid certificate duly and properly cancelled and that every
instrument of transfer so destroyed was a valid and effective instrument duly
and properly registered and that every other document destroyed hereunder was a
valid and effective document in accordance with the recorded particulars thereof
in the books or records of the Company. Provided always that: (1) the foregoing
provisions of this Article shall apply only to the destruction of a document in
good faith and without express notice to the Company that the preservation of
such document was relevant to a claim; (2) nothing contained in this Article
shall be construed as imposing upon

<PAGE>
                                     - 39 -


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 (1)
above are not fulfilled; and (3) references in this Article to the destruction
of any document include references to its disposal in any manner.


                          DIVIDENDS AND OTHER PAYMENTS

         136. Subject to the Law, the Company in general meeting may from time
to time declare dividends in any currency to be paid to the Members but no
dividend shall be declared in excess of the amount recommended by the Board.

         137. Dividends may be declared and paid out of the profits of the
Company, realised or unrealised, or from any reserve set aside from profits
which the Directors determine is no longer needed. With the sanction of an
ordinary resolution dividends may also be declared and paid out of share premium
account or any other fund or account which can be authorised for this purpose in
accordance with the Law.

         138. Except in so far as the rights attaching to, or the terms of issue
of, any share otherwise provide:

         (a)      all dividends shall be declared and paid according to the
                  amounts paid up on the shares in respect of which the dividend
                  is paid, but no amount paid up on a share in advance of calls
                  shall be treated for the purposes of this Article as paid up
                  on the share; and

         (b)      all dividends shall be apportioned and paid pro rata according
                  to the amounts paid up on the shares during any portion or
                  portions of the period in respect of which the dividend is
                  paid.

         139. The Board may from time to time pay to the Members such interim
dividends as appear to the Board to be justified by the profits of the Company
and in particular (but without prejudice to the generality of the foregoing) if
at any time the share capital of the Company is divided into different classes,
the Board may pay such interim dividends in respect of those shares in the
capital of the Company which confer on the holders thereof deferred or
non-preferential rights as well as in respect of those shares which confer on
the holders thereof preferential rights with regard to dividend and provided
that the Board acts bona fide the Board shall not incur any responsibility to
the holders of shares conferring any preference for any damage that they may
suffer by reason of the payment of an interim dividend on any shares having
deferred or non-preferential rights and may also pay any fixed dividend which is
payable on any shares of the Company half-yearly or on any other dates, whenever
such profits, in the opinion of the Board, justifies such payment.

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

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


<PAGE>
                                     - 40 -


         142. Any dividend, interest or other sum payable in cash to the holder
of shares may be paid by cheque or warrant sent through the post addressed to
the holder at his registered address or, in the case of joint holders, addressed
to the holder whose name stands first in the Register in respect of the shares
at his address as appearing in the Register or addressed to such person and at
such address as the holder or joint holders may in writing direct. Every such
cheque or warrant shall, unless the holder or joint holders otherwise direct, be
made payable to the order of the holder or, in the case of joint holders, to the
order of the holder whose name stands first on the Register in respect of such
shares, and shall be sent at his or their risk and payment of the cheque or
warrant by the bank on which it is drawn shall constitute a good discharge to
the Company notwithstanding that it may subsequently appear that the same has
been stolen or that any endorsement thereon has been forged. Any one of two or
more joint holders may give effectual receipts for any dividends or other moneys
payable or property distributable in respect of the shares held by such joint
holders.

         143. All dividends or bonuses unclaimed for one (1) year after having
been declared may be invested or otherwise made use of by the Board for the
benefit of the Company until claimed. Any dividend or bonuses unclaimed after a
period of six (6) years from the date of declaration shall be forfeited and
shall revert to the Company. The payment by the Board of any unclaimed dividend
or other sums payable on or in respect of a share into a separate account shall
not constitute the Company a trustee in respect thereof.

         144. Whenever the Board or the Company in general meeting has resolved
that a dividend be paid or declared, the Board may further resolve that such
dividend be satisfied wholly or in part by the distribution of specific assets
of any kind and in particular of paid up shares, debentures or warrants to
subscribe securities of the Company or any other company, or in any one or more
of such ways, and where any difficulty arises in regard to the distribution the
Board may settle the same as it thinks expedient, and in particular may issue
certificates in respect of fractions of shares, disregard fractional
entitlements or round the same up or down, and may 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 Board and may appoint
any person to sign any requisite instruments of transfer and other documents on
behalf of the persons entitled to the dividend, and such appointment shall be
effective and binding on the Members. The Board may resolve that no such assets
shall be made available to Members with registered addresses in any particular
territory or territories where, in the absence of a registration statement or
other special formalities, such distribution of assets would or might, in the
opinion of the Board, be unlawful or impracticable and in such event the only
entitlement of the Members aforesaid shall be to receive cash payments as
aforesaid. Members affected as a result of the foregoing sentence shall not be
or be deemed to be a separate class of Members for any purpose whatsoever.

         145. (1) Whenever the Board or the Company in general meeting has
resolved that a dividend be paid or declared on any class of the share capital
of the Company, the Board may further resolve either:

         (a)      that such dividend be satisfied wholly or in part in the form
                  of an allotment of

<PAGE>
                                     - 41 -


                  shares credited as fully paid up, provided that the Members
                  entitled thereto will be entitled to elect to receive such
                  dividend (or part thereof if the Board so determines) in cash
                  in lieu of such allotment. In such case, the following
                  provisions shall apply:

                  (i)      the basis of any such allotment shall be determined
                           by the Board;

                  (ii)     the Board, after determining the basis of allotment,
                           shall give not less than two (2) weeks' Notice to the
                           holders of the relevant shares of the right of
                           election accorded to them and shall send with such
                           notice forms of election and specify the procedure to
                           be followed and the place at which and the latest
                           date and time by which duly completed forms of
                           election must be lodged in order to be effective;

                  (iii)    the right of election may be exercised in respect of
                           the whole or part of that portion of the dividend in
                           respect of which the right of election has been
                           accorded; and

                  (iv)     the dividend (or that part of the dividend to be
                           satisfied by the allotment of shares as aforesaid)
                           shall not be payable in cash on shares in respect
                           whereof the cash election has not been duly exercised
                           ("the non-elected shares") and in satisfaction
                           thereof shares of the relevant class shall be
                           allotted credited as fully paid up to the holders of
                           the non-elected shares on the basis of allotment
                           determined as aforesaid and for such purpose the
                           Board shall capitalise and apply out of any part of
                           the undivided profits of the Company (including
                           profits carried and standing to the credit of any
                           reserves or other special account, share premium
                           account, capital redemption reserve other than the
                           Subscription Rights Reserve) as the Board may
                           determine, such sum as may be required to pay up in
                           full the appropriate number of shares of the relevant
                           class for allotment and distribution to and amongst
                           the holders of the non-elected shares on such basis;
                           or

         (b)      that the Members entitled to such dividend shall be entitled
                  to elect to receive an allotment of shares credited as fully
                  paid up in lieu of the whole or such part of the dividend as
                  the Board may think fit. In such case, the following
                  provisions shall apply:

                  (i)      the basis of any such allotment shall be determined
                           by the Board;

                  (ii)     the Board, after determining the basis of allotment,
                           shall give not less than two (2) weeks' Notice to the
                           holders of the relevant shares of the right of
                           election accorded to them and shall send with such
                           notice forms of election and specify the procedure to
                           be followed and the place at which and the latest
                           date and time by which duly completed forms of
                           election must be lodged in order to be effective;

                  (iii)    the right of election may be exercised in respect of
                           the whole or part of that portion of the dividend in
                           respect of which the right of election has

<PAGE>
                                     - 42 -


                           been accorded; and

                  (iv)     the dividend (or that part of the dividend in respect
                           of which a right of election has been accorded) shall
                           not be payable in cash on shares in respect whereof
                           the share election has been duly exercised ("the
                           elected shares") and in lieu thereof shares of the
                           relevant class shall be allotted credited as fully
                           paid up to the holders of the elected shares on the
                           basis of allotment determined as aforesaid and for
                           such purpose the Board shall capitalise and apply out
                           of any part of the undivided profits of the Company
                           (including profits carried and standing to the credit
                           of any reserves or other special account, share
                           premium account, capital redemption reserve other
                           than the Subscription Rights Reserve) as the Board
                           may determine, such sum as may be required to pay up
                           in full the appropriate number of shares of the
                           relevant class for allotment and distribution to and
                           amongst the holders of the elected shares on such
                           basis.

              (2) (a)      The shares allotted pursuant to the provisions of
                           paragraph (1) of this Article shall rank pari passu
                           in all respects with shares of the same class (if
                           any) then in issue save only as regards participation
                           in the relevant dividend or in any other
                           distributions, bonuses or rights paid, made, declared
                           or announced prior to or contemporaneously with the
                           payment or declaration of the relevant dividend
                           unless, contemporaneously with the announcement by
                           the Board of their proposal to apply the provisions
                           of sub-paragraph (a) or (b) of paragraph (2) of this
                           Article in relation to the relevant dividend or
                           contemporaneously with their announcement of the
                           distribution, bonus or rights in question, the Board
                           shall specify that the shares to be allotted pursuant
                           to the provisions of paragraph (1) of this Article
                           shall rank for participation in such distribution,
                           bonus or rights.

                  (b)      The Board may do all acts and things considered
                           necessary or expedient to give effect to any
                           capitalisation pursuant to the provisions of
                           paragraph (1) of this Article, with full power to the
                           Board to make such provisions as it thinks fit in the
                           case of shares becoming distributable in fractions
                           (including provisions whereby, in whole or in part,
                           fractional entitlements are aggregated and sold and
                           the net proceeds distributed to those entitled, or
                           are disregarded or rounded up or down or whereby the
                           benefit of fractional entitlements accrues to the
                           Company rather than to the Members concerned). The
                           Board may authorise any person to enter into on
                           behalf of all Members interested, an agreement with
                           the Company providing for such capitalisation and
                           matters incidental thereto and any agreement made
                           pursuant to such authority shall be effective and
                           binding on all concerned.

         (3) The Company may upon the recommendation of the Board by ordinary
resolution resolve in respect of any one particular dividend of the Company that
notwithstanding the provisions of paragraph (1) of this Article a dividend may
be satisfied wholly in the form of an allotment of shares credited as fully paid
up without offering any

<PAGE>
                                     - 43 -


right to shareholders to elect to receive such dividend in cash in lieu of such
allotment.

         (4) The Board may on any occasion determine that rights of election and
the allotment of shares under paragraph (1) of this Article shall not be made
available or made to any shareholders with registered addresses in any territory
where, in the absence of a registration statement or other special formalities,
the circulation of an offer of such rights of election or the allotment of
shares would or might, in the opinion of the Board, be unlawful or
impracticable, and in such event the provisions aforesaid shall be read and
construed subject to such determination. Members affected as a result of the
foregoing sentence shall not be or be deemed to be a separate class of Members
for any purpose whatsoever.

         (5) Any resolution declaring a dividend on shares of any class, whether
a resolution of the Company in general meeting or a resolution of the Board, may
specify that the same shall be payable or distributable to the persons
registered as the holders of such shares at the close of business on a
particular date, notwithstanding that it may be a date prior to that on which
the resolution is passed, and thereupon the dividend shall be payable or
distributable to them in accordance with their respective holdings so
registered, but without prejudice to the rights inter se in respect of such
dividend of transferors and transferees of any such shares. The provisions of
this Article shall mutatis mutandis apply to bonuses, capitalisation issues,
distributions of realised capital profits or offers or grants made by the
Company to the Members.


                                    RESERVES

         146. (1) The Board shall establish an account to be called the share
premium account and shall carry to the credit of such account from time to time
a sum equal to the amount or value of the premium paid on the issue of any share
in the Company. The Company may apply the share premium account in any manner
permitted by the Law. The Company shall at all times comply with the provisions
of the Law in relation to the share premium account.

         (2) Before recommending any dividend, the Board may set aside out of
the profits of the Company such sums as it determines as reserves which shall,
at the discretion of the Board, be applicable for any purpose to which the
profits of the Company may be properly applied and pending such application may,
also at such discretion, either be employed in the business of the Company or be
invested in such investments as the Board may from time to time think fit and so
that it shall not be necessary to keep any investments constituting the reserve
or reserves separate or distinct from any other investments of the Company. The
Board may also without placing the same to reserve carry forward any profits
which it may think prudent not to distribute.


                                 CAPITALISATION

         147. The Company may, upon the recommendation of the Board, at any time
and from time to time pass an ordinary resolution to the effect that it is
desirable to capitalise all or any part of any amount for the time being
standing to the credit of any reserve or fund (including a share premium account
and capital redemption reserve and the profit and loss account) whether or not
the same is available for distribution and accordingly that such

<PAGE>
                                     - 44 -


amount be set free for distribution among the Members or any class of Members
who would be entitled thereto if it were distributed by way of dividend and in
the same proportions, on the footing that the same is not paid in cash but is
applied either in or towards paying up the amounts for the time being unpaid on
any shares in the Company held by such Members respectively or in paying up in
full unissued shares, debentures or other obligations of the Company, to be
allotted and distributed credited as fully paid up among such Members, or partly
in one way and partly in the other, and the Board shall give effect to such
resolution provided that, for the purposes of this Article, a share premium
account and any capital redemption reserve or fund representing unrealised
profits, may be applied only in paying up in full unissued shares of the Company
to be allotted to such Members credited as fully paid.

         148. The Board may settle, as it considers appropriate, any difficulty
arising in regard to any distribution under the last preceding Article and in
particular may issue certificates in respect of fractions of shares or authorise
any person to sell and transfer any fractions or may resolve that the
distribution should be as nearly as may be practicable in the correct proportion
but not exactly so or may ignore fractions altogether, and may determine that
cash payments shall be made to any Members in order to adjust the rights of all
parties, as may seem expedient to the Board. The Board may appoint any person to
sign on behalf of the persons entitled to participate in the distribution any
contract necessary or desirable for giving effect thereto and such appointment
shall be effective and binding upon the Members.


                           SUBSCRIPTION RIGHTS RESERVE

         149. The following provisions shall have effect to the extent that they
are not prohibited by and are in compliance with the Law:

         (1) If, so long as any of the rights attached to any warrants issued by
the Company to subscribe for shares of the Company shall remain exercisable, the
Company does any act or engages in any transaction which, as a result of any
adjustments to the subscription price in accordance with the provisions of the
conditions of the warrants, would reduce the subscription price to below the par
value of a share, then the following provisions shall apply:

         (a)      as from the date of such act or transaction the Company shall
                  establish and thereafter (subject as provided in this Article)
                  maintain in accordance with the provisions of this Article a
                  reserve (the "Subscription Rights Reserve") the amount of
                  which shall at no time be less than the sum which for the time
                  being would be required to be capitalised and applied in
                  paying up in full the nominal amount of the additional shares
                  required to be issued and allotted credited as fully paid
                  pursuant to sub- paragraph (c) below on the exercise in full
                  of all the subscription rights outstanding and shall apply the
                  Subscription Rights Reserve in paying up such additional
                  shares in full as and when the same are allotted;

         (b)      the Subscription Rights Reserve shall not be used for any
                  purpose other than that specified above unless all other
                  reserves of the Company (other than share premium account)
                  have been extinguished and will then only be used to make good
                  losses of the Company if and so far as is required by law;


<PAGE>
                                     - 45 -


         (c)      upon the exercise of all or any of the subscription rights
                  represented by any warrant, the relevant subscription rights
                  shall be exercisable in respect of a nominal amount of shares
                  equal to the amount in cash which the holder of such warrant
                  is required to pay on exercise of the subscription rights
                  represented thereby (or, as the case may be the relevant
                  portion thereof in the event of a partial exercise of the
                  subscription rights) and, in addition, there shall be allotted
                  in respect of such subscription rights to the exercising
                  warrantholder, credited as fully paid, such additional nominal
                  amount of shares as is equal to the difference between:

                  (i)      the said amount in cash which the holder of such
                           warrant is required to pay on exercise of the
                           subscription rights represented thereby (or, as the
                           case may be, the relevant portion thereof in the
                           event of a partial exercise of the subscription
                           rights); and

                  (ii)     the nominal amount of shares in respect of which such
                           subscription rights would have been exercisable
                           having regard to the provisions of the conditions of
                           the warrants, had it been possible for such
                           subscription rights to represent the right to
                           subscribe for shares at less than par and immediately
                           upon such exercise so much of the sum standing to the
                           credit of the Subscription Rights Reserve as is
                           required to pay up in full such additional nominal
                           amount of shares shall be capitalised and applied in
                           paying up in full such additional nominal amount of
                           shares which shall forthwith be allotted credited as
                           fully paid to the exercising warrantholders; and

         (d)      if, upon the exercise of the subscription rights represented
                  by any warrant, the amount standing to the credit of the
                  Subscription Rights Reserve is not sufficient to pay up in
                  full such additional nominal amount of shares equal to such
                  difference as aforesaid to which the exercising warrantholder
                  is entitled, the Board shall apply any profits or reserves
                  then or thereafter becoming available (including, to the
                  extent permitted by law, share premium account) for such
                  purpose until such additional nominal amount of shares is paid
                  up and allotted as aforesaid and until then no dividend or
                  other distribution shall be paid or made on the fully paid
                  shares of the Company then in issue. Pending such payment and
                  allotment, the exercising warrantholder shall be issued by the
                  Company with a certificate evidencing his right to the
                  allotment of such additional nominal amount of shares. The
                  rights represented by any such certificate shall be in
                  registered form and shall be transferable in whole or in part
                  in units of one share in the like manner as the shares for the
                  time being are transferable, and the Company shall make such
                  arrangements in relation to the maintenance of a register
                  therefor and other matters in relation thereto as the Board
                  may think fit and adequate particulars thereof shall be made
                  known to each relevant exercising warrantholder upon the issue
                  of such certificate.

         (2) Shares allotted pursuant to the provisions of this Article shall
rank pari passu in all respects with the other shares allotted on the relevant
exercise of the subscription rights represented by the warrant concerned.
Notwithstanding anything contained in paragraph (1) of this Article, no fraction
of any share shall be allotted on exercise of the subscription rights.


<PAGE>
                                     - 46 -


              (3) The provision of this Article as to the establishment and
maintenance of the Subscription Rights Reserve shall not be altered or added to
in any way which would vary or abrogate, or which would have the effect of
varying or abrogating the provisions for the benefit of any warrantholder or
class of warrantholders under this Article without the sanction of a special
resolution of such warrantholders or class of warrantholders.

              (4) A certificate or report by the auditors for the time being of
the Company as to whether or not the Subscription Rights Reserve is required to
be established and maintained and if so the amount thereof so required to be
established and maintained, as to the purposes for which the Subscription Rights
Reserve has been used, as to the extent to which it has been used to make good
losses of the Company, as to the additional nominal amount of shares required to
be allotted to exercising warrantholders credited as fully paid, and as to any
other matter concerning the Subscription Rights Reserve shall (in the absence of
manifest error) be conclusive and binding upon the Company and all
warrantholders and shareholders.


                               ACCOUNTING RECORDS

         150. The Board shall cause true accounts to be kept of the sums of
money received and expended by the Company, and the matters in respect of which
such receipt and expenditure take place, and of the property, assets, credits
and liabilities of the Company and of all other matters required by the Law or
necessary to give a true and fair view of the Company's affairs and to explain
its transactions.

         151. The accounting records shall be kept at the Office or, at such
other place or places as the Board decides and shall always be open to
inspection by the Directors. No Member (other than a Director) shall have any
right of inspecting any accounting record or book or document of the Company
except as conferred by law or authorised by the Board or the Company in general
meeting.

         152. (1) Subject to paragraph (2), a printed copy of the Directors'
report, accompanied by the balance sheet and profit and loss account (including
every document required by law to be annexed thereto, made up to the end of the
applicable financial year and containing a summary of the assets and liabilities
of the Company under convenient heads and a statement of income and expenditure,
together with a copy of the Auditor's report) or a summary financial report (in
such form as may be required by law from time to time) shall be sent to each
person entitled thereto at least twenty-one (21) days before the date of the
general meeting and laid before the Company at the annual general meeting held
in accordance with Article 56 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.

         152. (2) Where a shareholder (a "Consenting Shareholder") has, subject
to due compliance with all applicable Statutes, rules and regulations,
including, without limitation, the rules of the Designated Stock Exchange,
consented to treat the publication of the relevant financial documents and/or
the summary financial report on the Company's computer network as discharging
the Company's obligation under law to send a copy of the relevant financial
documents and/or the summary financial report, then publication by the Company,

<PAGE>
                                     - 47 -


in accordance with law, on the Company's computer network of the relevant
financial documents and the summary financial report at least twenty-one (21)
days before the date of the general meeting shall, in relation to each
Consenting Shareholder, be deemed to discharge the Company's obligations under
paragraph (1).


                                      AUDIT

         153. (1) At the annual general meeting or at a subsequent extraordinary
general meeting in each year, the Members shall appoint an auditor to audit the
accounts of the Company and such auditor shall hold office until the Members
appoint another auditor. Such auditor may be a Member but no Director or officer
or employee of the Company shall, during his continuance in office, be eligible
to act as an auditor of the Company.

              (2) A person, other than a retiring Auditor, shall not be capable
of being appointed Auditor at an annual general meeting unless notice in writing
of an intention to nominate that person to the office of Auditor has been given
not less than fourteen (14) days before the annual general meeting and
furthermore, the Company shall send a copy of any such notice to the retiring
Auditor.

              (3) The Members may, at any general meeting convened and held in
accordance with these Articles, by special resolution remove the Auditor at any
time before the expiration of his term of office and shall by ordinary
resolution at that meeting appoint another Auditor in his stead for the
remainder of his term.

         154. Subject to the Law the accounts of the Company shall be audited at
least once in every year.

         155. The remuneration of the Auditor shall be fixed by the Company in
general meeting or in such manner as the Members may determine.

         156. If the office of auditor becomes vacant by the resignation or
death of the Auditor, or by his becoming incapable of acting by reason of
illness or other disability at a time when his services are required, the
Directors shall as soon as practicable convene an extraordinary general meeting
to fill the vacancy.

         157. The Auditor shall at all reasonable times have access to all books
kept by the Company and to all accounts and vouchers relating thereto; and he
may call on the Directors or officers of the Company for any information in
their possession relating to the books or affairs of the Company.

         158. The statement of income and expenditure and the balance sheet
provided for by these Articles shall be examined by the Auditor and compared by
him with the books, accounts and vouchers relating thereto; and he shall make a
written report thereon stating whether such statement and balance sheet are
drawn up so as to present fairly the financial position of the Company and the
results of its operations for the period under review and, in case information
shall have been called for from Directors or officers of the Company, whether
the same has been furnished and has been satisfactory. The financial statements
of the Company shall be audited by the Auditor in accordance with generally
accepted auditing

<PAGE>
                                     - 48 -


standards. The Auditor shall make a written report thereon in accordance with
generally accepted auditing standards and the report of the Auditor shall be
submitted to the Members in general meeting. The generally accepted auditing
standards referred to herein may be those of a country or jurisdiction other
than the Cayman Islands. If so, the financial statements and the report of the
Auditor should disclose this act and name such country or jurisdiction.


                                     NOTICES

         159. Any Notice and/or document from the Company to a Member and/or any
person entitled thereto may be served by publication on the Company's website
and/or by electronic mail and/or given in writing and/or by cable, telex or
facsimile transmission message and any such Notice, and (where appropriate) any
other document may be served or delivered by the Company on or to any Member
either personally or by sending it through the post in a prepaid envelope
addressed to such Member at his registered address as appearing in the Register
or at any other address supplied by him to the Company for the purpose or, as
the case may be, by transmitting it to any such address or electronic mail
address or transmitting it to any telex or facsimile transmission number
supplied by him to the Company for the giving of Notice and/or sending a
document to him or which the person transmitting the Notice and/or document
reasonably and bona fide believes at the relevant time will result in the Notice
and/or document being duly received by the Member and/or any person entitled
thereto or, in the case of any Notice, may be served by advertisement in
appropriate newspapers, in each case, in accordance with and subject to the
requirements of applicable legislation and/or the requirements of the Designated
Stock Exchange from time to time. In the case of joint holders of a share all
Notices (and, where appropriate, any other document) shall be given to that one
of the joint holders whose name stands first in the Register and Notice (and,
where appropriate, any document) so given shall be deemed a sufficient service
on or delivery to all the joint holders.

         160. Any Notice or other document:

         (a)      if served or delivered by post, shall where appropriate be
                  sent by airmail and shall be deemed to have been served or
                  delivered on the day following that on which the envelope
                  containing the same, properly prepaid and addressed, is put
                  into the post; in proving such service or delivery it shall be
                  sufficient to prove that the envelope or wrapper containing
                  the notice or document was properly addressed and put into the
                  post and a certificate in writing signed by the Secretary or
                  other officer of the Company or other person appointed by the
                  Board that the envelope or wrapper containing the notice or
                  other document was so addressed and put into the post shall be
                  conclusive evidence thereof; and

         (b)      if published, served or delivered in any other manner
                  contemplated by these Articles, shall be deemed to have been
                  published, served or delivered at the time of publication,
                  personal service or delivery or, as the case may be, at the
                  time of the relevant despatch or transmission; and in proving
                  such publication, service or delivery a certificate in writing
                  signed by the Secretary or other officer of the Company or
                  other person appointed by the Board as to the act

<PAGE>
                                     - 49 -


                  and time of such publication, service, delivery, despatch or
                  transmission shall be conclusive evidence thereof.

         (c)      may, notwithstanding any provision in these Articles to the
                  contrary but subject always to the requirements of applicable
                  legislation and/or rules and regulations of any Designated
                  Stock Exchange, be given to a Member either in either the
                  English language or the Chinese language, or both; and for the
                  purposes of this Article, such Notice and document shall
                  include (but not limited to):

                  (i)      the Directors' report, the Company's annual accounts
                           together with a copy of the auditors' report and
                           where applicable, its summary financial report;

                  (ii)     the interim report of the Company;

                  (iii)    a notice of meeting;

                  (iv)     a listing document; and

                  (v)      a circular.

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

              (2) A notice may be given by the Company to the person entitled to
a share in consequence of the death, mental disorder or bankruptcy of a Member
by sending it through the post in a prepaid letter, envelope or wrapper
addressed to him by name, or by the title of representative of the deceased, or
trustee of the bankrupt, or by any like description, at the address, if any,
supplied for the purpose by the person 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, mental disorder or bankruptcy
had not occurred.

              (3) Any person who by operation of law, transfer or other means
whatsoever shall become entitled to any share shall be bound by every notice in
respect of such share which prior to his name and address being entered on the
Register shall have been duly given to the person from whom he derives his title
to such share.


                                   SIGNATURES

         162. For the purposes of these Articles, a cable or telex or facsimile
transmission

<PAGE>
                                     - 50 -


message purporting to come from a holder of shares or, as the case may be, a
Director or alternate Director, or, in the case of a corporation which is a
holder of shares from a director or the secretary thereof or a duly appointed
attorney or duly authorised representative thereof for it and on its behalf,
shall in the absence of express evidence to the contrary available to the person
relying thereon at the relevant time be deemed to be a document or instrument in
writing signed by such holder or Director or alternate Director in the terms in
which it is received.


                                   WINDING UP

         163. (1) The Board shall have power in the name and on behalf of the
Company to present a petition to the court for the Company to be wound up.

              (2) A resolution that the Company be wound up by the court or be
wound up voluntarily shall be a special resolution.

         164. (1) Subject to any special rights, privileges or restrictions as
to the distribution of available surplus assets on liquidation for the time
being attached to any class or classes of shares (i) (if the Company shall be
wound up and the assets available for distribution amongst the Members of the
Company shall be more than sufficient to repay the whole of the capital paid up
at the commencement of the winding up, the excess shall be distributed pari
passu amongst such members in proportion to the amount paid up on the shares
held by them respectively and (ii) if the Company shall be wound up and the
assets available for distribution amongst the Members as such shall be
insufficient to repay the whole of the paid-up capital such assets shall be
distributed so that, a nearly as may be, the losses shall be borne by the
Members in proportion to the capital paid up, or which ought to have been paid
up, at the commencement of the winding up on the shares held by them
respectively.

              (2) If the Company shall be wound up (whether the liquidation is
voluntary or by the court) the liquidator may, with the authority of a special
resolution and any other sanction required by the Law, divide among the Members
in specie or kind the whole or any part of the assets of the Company and whether
or not the assets shall consist of properties of one kind or shall consist of
properties to be divided as aforesaid of different kinds, and may for such
purpose set such value as he deems fair upon any one or more class or classes of
property and may determine how such division shall be carried out as between the
Members or different classes of Members. The liquidator may, with the like
authority, vest any part of the assets in trustees upon such trusts for the
benefit of the Members as the liquidator with the like authority shall think
fit, and the liquidation of the Company may be closed and the Company dissolved,
but so that no contributory shall be compelled to accept any shares or other
property in respect of which there is a liability.

              (3) In the event of winding-up of the Company in Hong Kong, every
Member of the Company who is not for the time being in Hong Kong shall be bound,
within 14 days after the passing of an effective resolution to wind up the
Company voluntarily, or the making of an order for the winding-up of the
Company, to serve notice in writing on the Company appointing some person
resident in Hong Kong and stating that person's full name, address and
occupation upon whom all summonses, notices, process, orders and judgements in
relation to or under the winding-up of the Company may be served, and in default
of such

<PAGE>
                                     - 51 -


nomination the liquidator of the Company shall be at liberty on behalf of such
Member to appoint some such person, and service upon any such appointee, whether
appointed by the Member or the liquidator, shall be deemed to be good personal
service on such Member for all purposes, and, where the liquidator makes any
such appointment, he shall with all convenient speed give notice thereof to such
Member by advertisement as he shall deem appropriate or by a registered letter
sent through the post and addressed to such Member at his address as appearing
in the register, and such notice shall be deemed to be service on the day
following that on which the advertisement first appears or the letter is posted.


                                    INDEMNITY

         165. (1) The Directors, Secretary and other officers and every Auditor
for the time being of the Company and the liquidator or trustees (if any) for
the time being acting in relation to any of the affairs of the Company and
everyone of them, and everyone of their heirs, executors and administrators,
shall be indemnified and secured harmless out of the assets and profits of the
Company from and against all actions, costs, charges, losses, damages and
expenses which they or any of them, their or any of their heirs, executors or
administrators, shall or may incur or sustain by or by reason of any act done,
concurred in or omitted in or about the execution of their duty, or supposed
duty, in their respective offices or trusts; and none of them shall be
answerable for the acts, receipts, neglects or defaults of the other or others
of them or for joining in any receipts for the sake of conformity, or for any
bankers or other persons with whom any moneys or effects belonging to the
Company shall or may be lodged or deposited for safe custody, or for
insufficiency or deficiency of any security upon which any moneys of or
belonging to the Company shall be placed out on or invested, or for any other
loss, misfortune or damage which may happen in the execution of their respective
offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall
not extend to any matter in respect of any fraud or dishonesty which may attach
to any of said persons.

              (2) Each Member agrees to waive any claim or right of action he
might have, whether individually or by or in the right of the Company, against
any Director on account of any action taken by such Director, or the failure of
such Director to take any action in the performance of his duties with or for
the Company; PROVIDED THAT such waiver shall not extend to any matter in respect
of any fraud or dishonesty which may attach to such Director.


               AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
                               AND NAME OF COMPANY

         166. No Article shall be rescinded, altered or amended and no new
Article shall be made until the same has been approved by a resolution of the
Directors and confirmed by a special resolution of the Members. A special
resolution shall be required to alter the provisions of the memorandum of
association or to change the name of the Company.


                                   INFORMATION

         167. No Member shall be entitled to require discovery of or any
information

<PAGE>
                                     - 52 -


respecting any detail of the Company's trading or any matter which is or may be
in the nature of a trade secret or secret process which may relate to the
conduct of the business of the Company and which in the opinion of the Directors
it will be inexpedient in the interests of the members of the Company to
communicate to the public.