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                                                                     EXHIBIT 1.1

                           ARTICLES OF ASSOCIATION OF
                  INTERSHOP COMMUNICATIONS AKTIENGESELLSCHAFT,
                                     HAMBURG



            IN THE VERSION AS DECIDED AT THE GENERAL MEETING
            OF SHAREHOLDERS ON JUNE 27, 2000 AND ADDITIONAL
            ADAPTATION OF THE CONDITIONAL CAPITAL ACCORDING
            TO SECTION 218 AKTG AND CHANGES ACCORDING TO
            SECTION 28 OF THE ARTICLES OF ASSOCIATION (DATED
            NOVEMBER 1, 2000)


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                             ARTICLES OF ASSOCIATION


                                       OF

                   INTERSHOP COMMUNICATIONS AKTIENGESELLSCHAFT



                              I. GENERAL PROVISIONS

                                   PARAGRAPH 1
             COMPANY, DURATION, REGISTERED OFFICE AND BUSINESS YEAR

1.      The company shall run the firm

                  INTERSHOP COMMUNICATIONS AKTIENGESELLSCHAFT.

2.      The company shall have its registered office in Hamburg.

3.      The duration of the company shall not be limited to a defined period.

4.      The business year shall be the calendar year. The first business is a
        short business year and shall end on 31st December 1998.


                                   PARAGRAPH 2
                              OBJECT OF THE COMPANY

The object of the company shall be the development, production and distribution
of hardware and software products in the field of computers, as well as the
management of its own assets and the acquisition, management and sale of
participating interests in other companies and business enterprises with an
identical or similar object, as well as all associated services and business
connected commercially thereto.


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                                   PARAGRAPH 3
                              PUBLIC ANNOUNCEMENTS

Public announcements of the company shall be made exclusively in the Federal
Official Gazette.


                          II. CAPITAL STOCK AND SHARES

                                   PARAGRAPH 4
                     LEVEL AND DIVISION OF THE CAPITAL STOCK

1.      The capital stock of the company shall be euro 88,003,016.00 (in words:
        euro eighty-eight million three thousand and sixteen) and shall be
        divided into 88,003,016 (in words eighty-eight million three thousand
        and sixteen) ordinary share certificates.

2.      The capital stock of the company has been increased by a contingent
        capital increase in accordance with Paragraph 192 Section 2 No. 3 AktG
        (German Stock Corporation Law) by up to euro 8,165,000.00 through the
        issue of up to 7,500,000 new bearer share certificates to the employees
        of the company or an affiliated company and up to 665,000 new bearer
        share certificates to the members of the management of the company or an
        affiliated company (contingent capital I). The contingent capital
        increase shall be used to grant subscription rights to the
        above-mentioned persons. The preemptive shares shall in each case be
        issued at an amount which corresponds to the amount for the price
        determined on average on the Frankfurt Stock Exchange on the last ten
        bank opening days before the date on which the subscription rights are
        granted for voting shares in the company that participate fully in the
        distribution of a profit and the company assets, plus twenty per cent
        (subscription price, performance target). The supervisory board shall
        have the right to define further performance targets in general and in
        individual cases. The subscription rights may be exercised at the
        earliest two and at the latest five years after they have been granted
        (waiting period, exercise period). The contingent capital increase shall
        only be carried out inso-
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        far as subscription rights are exercised. The preemptive shares shall
        participate in the profit as from the start of the business year for
        which the general meeting of shareholders has not adopted a resolution
        on the appropriation of profits at the time of the issue of the
        respective preemptive shares. The supervisory board shall be authorised
        to determine the further details of the granting of subscription rights
        to members of the management of the company or of an affiliated company.
        The board of management shall be authorised to determine the further
        details of the granting of subscription rights to employees of the
        company or of an affiliated company.

3.      The capital stock of the company has been increased by a contingent
        capital increase by up to euro 885.000 through the issue of up to
        885.000 new bearer share certificates (contingent capital II). The
        contingent capital increase shall be used to grant a conversion right
        for all holders of option rights known by name to the company of the
        business enterprise INTERSHOP Communications, Inc., acquired by the
        company for conversion at the ratio of five (5) option rights for the
        acquisition of one share in INTERSHOP Communications, Inc., into one (1)
        option right for the acquisition of fifteen (15) shares in the company
        and subsequently to grant exchange privileges to the persons entitled to
        these warrants which have been created by the conversion and whose issue
        was adopted by the general meeting of shareholders on 23rd June 1998.
        The contingent capital increase shall be definitive insofar as the
        entitled persons make use of their option right. The shares resulting
        from the exercised option right shall participate in the profit from the
        start of the business year in which they arise as a result of the option
        right being exercised.

4.      The capital stock of the company has been increased by a contingent
        capital increase by up to euro 13,644,500.00 through the issue of up to
        13,644,500 new bearer share certificates (contingent capital III). The
        contingent capital increase shall be used to grant a conversion right
        for Mr. Stephan Schambach and Mr. John Burgess Jamieson, who have
        contributed their shares in INTERSHOP Communications, Inc. to the
        company subject to a suspensive condition within the framework of the
        contribution and post-formation agreement approved by the general
        meeting of shareholders on 23rd June 1998. Mr. Stephan Schambach shall
        accordingly contribute 4,166,665 and Mr. J. Burgess Jamieson 381,500
        shares in the company, which corresponds to a ratio of in each case 5
        (five) shares in INTERSHOP Communications, Inc., to in each case 15
        (fifteen) shares in the company. The contingent capital increase shall
        be de-


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        finitive insofar as the entitled persons make use of their option right.
        The shares resulting from the conversion shall participate in the profit
        from the start of the business year in which they arise as a part of the
        conversion.

5.      The board of management shall be authorised for the period of five years
        after entry of this authorisation in the commercial register and with
        the consent of the supervisory board to increase the capital stock of
        the company once or several times by up to a total of euro 34,737,365.00
        through the issue of up to 34,737,365 new bearer share certificates in
        exchange for cash contributions and/or contributions in kind (approved
        capital I). The board of management with the consent of the supervisory
        board shall decide on the further contents of the respective share
        rights and the other conditions of the share issue. The board of
        management shall also be authorised to exclude the subscription right of
        the shareholders with the consent of the supervisory board, with said
        exclusion being permissible in particular if the capital increase is
        carried out in exchange for cash contributions, does not exceed ten per
        cent of the capital stock and the issue amount does not fall
        significantly below the stock market price.

6.      The board of management shall be authorised for the period of five years
        after entry of this authorisation in the commercial register and with
        the consent of the supervisory board for the purposes as decided at the
        general meeting of shareholders on June 27, 2000 to increase the capital
        stock of the company once or several times by up to a total of euro
        8,753,094 through the issue of up to 8,753,094 new bearer share
        certificates in exchange for cash contributions (approved capital II).
        The subscription right of the shareholders shall be excluded. The new
        shares may only be assumed by a third party with the obligation

        -       to offer the shares in the company for purchase at the issue
                amount plus a fee to be determined by the board of management
                with the consent of the supervisory board according to its best
                judgement and

        -       if the company does not take up the purchase offer, to place the
                shares on the market at an issuing price to be determined by the
                board of management with the consent of the supervisory board
                according to its best judgement and to


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                pay to the company the proceeds above and beyond the issue
                amount minus a payment to be determined by the board of
                management with the consent of the supervisory board according
                to its best judgement.

        Further contents concerning the rights of shares as well as other
        conditions under which shares are issued are decided by the board of
        management with the consent of the supervisory board.

                                   PARAGRAPH 5
                                     SHARES

1.      The shares shall be bearer shares.

2.      The shares shall take the form of shares of non-par value.

3.      If, in the case of the capital increase, the resolution on the increase
        does not define if the new shares are to be bearer shares or registered
        shares, they shall likewise be bearer shares.

4.      The entitlement to a share in profits for new shares may be defined as
        deviating from Paragraph 60 Section 2 Clause 3 AktG (German Stock
        Corporation Law) in a capital increase resolution.

5.      The form of the share certificates and the profit participation
        certificates and renewal coupons shall be defined by the board of
        management with the consent of the supervisory board. Uniform
        certificates may be made out for several shares. The entitlement of the
        shareholder to evidencing of his ownership of his share shall be
        excluded.


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                                      III.

                               BOARD OF MANAGEMENT


                                   PARAGRAPH 6
                     COMPOSITION AND CONDUCTING OF BUSINESS

1.      The board of management of the company shall consist of one or more
        persons. The number of members of the board of management shall be
        determined by the supervisory board. The supervisory board shall have
        the right to nominate a chairman of the board of management and a deputy
        chairman of the board of management. Even if the capital stock is more
        than DM 3 million, the supervisory board shall have the right to
        determine that the board of management is to consist of just one person.
        Deputy members of the board of management may also be appointed; these
        shall have the same rights as ordinary members of the board of
        management in regard to representation of the company externally towards
        third parties.

2.      The members of the board of management shall be appointed by the
        supervisory board for a maximum of 5 (five) years.

3.      The board of management shall conduct the business of the company in
        accordance with the law, the articles of association and the rules of
        internal procedure. In particular, the board of management shall observe
        the principles of the company's distribution-of-business plan.

4.      The board of management shall have the right to obtain a decision from
        the general meeting of shareholders in all matters relating to the
        conduct of business. It shall be obliged to do so in the case of
        Paragraph 111 Section 4 Clause 3 AktG (German Stock Corporation Law) and
        in the event of serious encroachments on the rights of the shareholders.


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                                   PARAGRAPH 7
             RULES OF INTERNAL PROCEDURE AND ADOPTION OF RESOLUTIONS

1.      The resolutions of the board of management shall be adopted with a
        simple majority. A motion shall be regarded as having been rejected in
        the event of a tied vote.

2.      The board of management shall have the right to give itself rules of
        internal procedure, unless the supervisory board passes rules of
        internal procedure for the board of management. The rules of internal
        procedure shall require once-only adoption by the members of the board
        of management and the consent of the supervisory board.

3.      The supervisory board shall have the right to define in the rules of
        internal procedure or decide in individual cases that specific business
        transactions of the board of management with related parties shall
        require the consent of the supervisory board.


                                   PARAGRAPH 8
                                 REPRESENTATION

1.      If only one member of the board of management has been appointed, said
        person shall solely represent the company. If several members of the
        board of management have been appointed, the company shall be
        represented by two members of the board of management jointly or by one
        member of the board of management in conjunction with a holder of
        general commercial power of attorney. The supervisory board shall have
        the right to issue the power of sole representation to one or more
        members of the board of management.

2.      The supervisory board shall have the right by adoption of a resolution
        to grant one or more members of the board of management, in general or
        for individual cases, the authorisation to represent the company without
        restriction as the representative of a third party in the conducting of
        legal transactions.


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                                       IV.

                                SUPERVISORY BOARD


                                   PARAGRAPH 9
                         COMPOSITION AND TERM OF OFFICE

1.      The supervisory board shall consist of six members. Members of the
        supervisory board may also be shareholders or representatives or the
        like of shareholders. In addition, the supervisory board shall have the
        right to enlist the assistance of third parties at meetings of the
        supervisory board within the framework of Paragraph 109 AktG (German
        Stock Corporation Law).

2.      Unless the general meeting of shareholders decides in the election that
        individual members to be elected by it or the entire supervisory board
        are to serve for a shorter period of time, the members of the
        supervisory board shall be appointed until the end of the ordinary
        general meeting of shareholders which decides on whether to give
        discharge for the fourth business year after the commencement of the
        term of office. The year in which the term of office commences shall not
        be included in this.

3.      Substitute members may be elected for supervisory board members of the
        shareholders and shall replace supervisory board members of the
        shareholders retiring from office prematurely in an order defined in the
        election.

4.      If a substitute member replaces the member retiring from office, his
        tenure of office shall expire with the end of the general meeting of
        shareholders in which an election to fill the vacancy in accordance with
        Section 5 is held, but at the latest with the expiration of the term of
        office of the member of the supervisory board who has retired from
        office.

5.      Elections to change members shall apply to the remaining term of office
        of the member who has retired from office.


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6.      Each member and the substitute members of the supervisory board shall
        have the right to lay down their office at any time by means of a
        written declaration to be issued to the chairman of the supervisory
        board or to the board of management with a period of notice of one month
        per the end of a month.

7.      The members of the supervisory board shall have the right to authorise
        third parties to discharge their responsibilities in writing within the
        framework of Paragraph 109 Section 3 AktG (German Stock Corporation Law)
        if they are hindered. Such authorisation shall be reported to the
        chairman of the supervisory board in each case before the meeting of the
        supervisory board in question.


                                  PARAGRAPH 10
               DECLARATIONS OF INTENTION OF THE SUPERVISORY BOARD

1.      Declarations of intention of the supervisory board and its committees
        shall be issued in the name of the supervisory board by the chairman or,
        if he is hindered, by his deputy.

2.      The permanent representative of the supervisory board vis-a-vis third
        parties, in particular vis-a-vis courts of law and public authorities,
        and vis-a-vis the board of management shall be the chairman or, if he is
        hindered, his deputy.


                                  PARAGRAPH 11
                               CHAIRMAN AND DEPUTY

1.      Following the general meeting of shareholders in which the members of
        the supervisory board to be elected by the shareholders have been newly
        elected, a meeting of the supervisory board shall be held for which no
        written invitation is required. At this meeting, the supervisory board
        shall elect a chairman and a deputy from its numbers for the term of its
        office.


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2.      If the chairman or his deputy retire prematurely from office, the
        supervisory board shall immediately convene a re-election for the
        remaining term of office of the person who has retired.


                                  PARAGRAPH 12
                      CONVENING AND ADOPTION OF RESOLUTIONS

1.      The supervisory board shall have the right to give itself its own rules
        of internal procedure. The following provisions shall apply to its
        convening, the presence of a quorum and the adoption of resolutions;
        supplementary provisions to these may be defined in the rules of
        internal procedure.

2.      The meetings of the supervisory board shall be convened in writing by
        the chairman of the supervisory board with a period of notice of two
        weeks. The day on which the invitation is sent and the day on which the
        meeting is held shall not be included in calculating the period of
        notice. In urgent cases, the chairman shall have the right to reduce the
        period of notice and convene the meeting orally, by telephone, by e-mail
        or by facsimile.

3.      A resolution adopted at the order of the chairman of the supervisory
        board by the casting of votes in writing, including by
        telecommunications (e-mail, fax) or telephone, shall be permissible if
        no member objects to this procedure within a reasonable period of time
        defined by the chairman. Resolutions adopted by telephone shall be
        subsequently confirmed in writing.

4.      The meetings of the supervisory board shall be chaired by the chairman
        of the supervisory board or, if he is hindered, by his deputy. The board
        of management may take part in the meetings of the supervisory board in
        an advisory capacity.

5.      The supervisory board shall constitute a quorum if an invitation has
        been properly issued to all members under the address or fax number last
        known to the chairman and at least half of the members of the
        supervisory board holding office, but at least three members,
        participate in adopting resolutions. Absent members of the supervisory


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        board who have their vote cast in writing by a member of the supervisory
        board who is personally present at the meeting or by another person
        taking part in accordance with Paragraph 9 Section 7, shall participate
        in adopting resolutions.

6.      To be adopted, resolutions shall require the majority of the votes cast,
        unless the law or articles of association prescribe otherwise. If the
        vote is tied, the vote of the chairman shall decide or, if the chairman
        does not participate in adoption of the resolution, the vote of his
        deputy. The above provisions shall apply in the event of a vote in
        accordance with Section 3.

7.      Minutes shall be created on the meetings of the supervisory board and
        shall be signed by the chairman of the meeting. The minutes relating to
        resolutions adopted in writing, by telephone, by e-mail or by fax shall
        be signed by the chairman of the supervisory board.


                                  PARAGRAPH 13
                      REMUNERATION OF THE SUPERVISORY BOARD

1.      In addition to reimbursement of his expenses, each member of the
        supervisory board shall receive a fixed remuneration of EURO 15,000
        payable after the expiration of the business year. The chairman shall
        receive double and his deputy one-and-a-half times the amount to be
        specified for the other members of the supervisory board.

2.      In addition, the value-added tax invoiced by a member of the supervisory
        board or stated in a credit note replacing the invoice shall be
        reimbursed at the applicable statutory level.


                                  PARAGRAPH 14
                              OBLIGATION OF SECRECY

1.      The members of the supervisory board shall maintain secrecy on
        confidential information and secrets of the company, namely company or
        business secrets, which


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        come to their knowledge as a result of their activity. Persons attending
        meetings of the supervisory board who are not members of the supervisory
        board shall be expressly obligated to maintain secrecy.

2.      If a member of the supervisory board intends to communicate information
        to third parties, he shall notify the supervisory board and the board of
        management of this beforehand, revealing the persons who are to be given
        the information. The supervisory board and the board of management shall
        be given the opportunity to state whether communication of the
        information is consistent with Section 1 before the information is
        communicated. Said statement shall be issued by the chairman of the
        supervisory board and the chairman of the board of management.

3.      The members of the supervisory board shall also be bound to the
        obligation of secrecy stipulated in the above sections after they retire
        from office.


                                       V.

                       THE GENERAL MEETING OF SHAREHOLDERS


                                  PARAGRAPH 15
                                    CONVENING

1.      The general meeting of shareholders shall be convened by the board of
        management or in cases prescribed by law by the supervisory board. The
        general meeting of shareholders shall be held at the registered office
        of the company, at a location within a radius of 50 km of the registered
        office of the company or in a city in the Federal Republic of Germany in
        which a German stock exchange is based; if difficulties should be
        encountered in holding the general meeting of shareholders at said
        locations, it may be convened by the board of management or the
        supervisory board at another location; the location of the general
        meeting of shareholders must be specified in the invitation.


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2.      The general meeting of shareholders shall be convened by a single
        announcement in the Federal Official Gazette containing the details
        required by law in such a way that a period of one month lies between
        the day of publication and the last day of deposit, with both days not
        being included in calculation of this period.


                                  PARAGRAPH 16
           RIGHT TO PARTICIPATE IN THE GENERAL MEETING OF SHAREHOLDERS

1.      Those shareholders who deposit their shares with the company or the
        agencies to be otherwise named in the convening of the meeting or with a
        securities clearing and deposit bank or with a notary public during
        normal business hours and leave them there until the general meeting of
        shareholders has ended shall have the right to participate in the
        general meeting of shareholders. The shares shall be deposited in such a
        way that four working days (not including Saturdays) remain free between
        the day of deposit and the day of the general meeting of shareholders.
        The shares shall also have been properly deposited if shares are held
        blocked for them at other banks with the consent of a depositing agent
        until the general meeting of shareholders ends. If the shares are
        deposited with a notary public, confirmation by the notary public of the
        deposit shall be submitted to the company in the original or an
        authenticated copy at the latest one day after expiration of the deposit
        deadline. Details of the deposit of shares and the issue of the voting
        cards shall be announced in the invitation.

2.      One vote shall be granted to each share certificate. No voting right
        shall be granted to non-voting preference shares, subject to compulsory
        statutory provisions.


                                  PARAGRAPH 17
                             CHAIRING OF THE MEETING

1.      The chairman of the supervisory board shall be appointed to chair the
        general meeting of shareholders. He shall be in charge of the meeting.
        If he is hindered, he shall appoint another member of the supervisory
        board to discharge this responsibility. If the chairman is hindered and
        he has not appointed a deputy, a member of the super-


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        visory board elected by the representatives of the shareholders on the
        supervisory board shall chair the general meeting of shareholders.

2.      The chairman of the meeting shall have the right to specify a sequence
        of the subjects to be discussed differing from the announcement in the
        agenda. He shall also determine the nature and form of voting.


                                  PARAGRAPH 18
                      ADOPTION OF RESOLUTIONS AND ELECTIONS

1.      Resolutions of the general meeting of shareholders shall be adopted with
        a simple majority of the votes cast, unless otherwise stipulated by
        statutory provisions. If the law also prescribes a majority of the
        capital represented in the adoption of resolutions for a resolution to
        be adopted, the simple majority of the represented capital shall be
        sufficient, where this is legally permissible.

2.      A motion shall be regarded as having been rejected in the event of a
        tied vote, with the exception of in elections.

3.      If the simple majority of votes is not obtained in the first ballot in
        elections, a run-off shall be held between the persons who have received
        the highest number of votes. If the vote is tied in the second ballot, a
        decision shall be taken by drawing lots.


                                  PARAGRAPH 19
                 MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS

1.      Minutes on the proceedings at the general meeting of shareholders shall
        be recorded notarially and signed by the notary public and the chairman.

2.      The minutes, with which a list of present or represented shareholders
        and representatives of shareholders to be signed by the chairman of the
        general meeting of share-


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        holders must be enclosed, shall have full probative value for the
        shareholders amongst themselves and in relation to their representation.

3.      It shall not be necessary to enclose the powers of attorney with the
        minutes.


                                  PARAGRAPH 20
                    ORDINARY GENERAL MEETING OF SHAREHOLDERS

1.      The ordinary general meeting of shareholders shall be held within the
        first 8 (eight) months of each business year.

2.      It shall decide in particular on the discharge of the board of
        management and the supervisory board, the appointment of members to the
        supervisory board, the appropriation of the net profit for the year and,
        in cases prescribed by law, approval of the year-end financial
        statements.


                                       VI.

             YEAR-END FINANCIAL STATEMENTS, APPROPRIATION OF PROFITS


                                  PARAGRAPH 21
                  ANNUAL REPORT, YEAR-END FINANCIAL STATEMENTS

The board of management shall prepare the annual report and the year-end
financial statements for the past business year in the first 3 (three) months of
each business year and submit them to the supervisory board with the proposal
for the resolution to be adopted by the general meeting of shareholders relating
to appropriation of the net profit for the year. The supervisory board shall
examine the year-end financial statements, the annual report and the proposal
for appropriation of the net profit for the year.


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                                  PARAGRAPH 22
                  APPROPRIATION OF THE NET PROFIT FOR THE YEAR

1.      The net profit for the year reported by the year-end financial
        statements after depreciation, valuation adjustments, provisions and
        reserves shall be distributed amongst the shareholders, unless the
        general meeting of shareholders decides on another form of
        appropriation.

2.      If the general meeting of shareholders approves the year-end financial
        statements, up to half of the profit for the year can be transferred to
        the revenue reserve.

3.      If the board of management and supervisory board approve the year-end
        financial statements, a larger or smaller portion than half of the
        profit for the year can be transferred to the revenue reserve.


                                  PARAGRAPH 23
                         TRANSACTIONS WITH SHAREHOLDERS

1.      The organs of the company shall be prohibited from granting a
        shareholder or a person associated with a shareholder undue advantages
        of any nature by contract or by unilateral actions or tacitly permit the
        granting of such advantages. In all legal transactions, activities and
        measures between the company on the one hand and the shareholders or
        individual shareholders or persons associated with them on the other,
        transactions shall be conducted on the basis of fiscal principles
        relating to the appropriateness of performance and counter-performance.

2.      In the case of contravention of the above, the company shall be entitled
        to claim from the beneficiary restitution of the advantage or ad valorem
        reimbursement at the option of the company from the time of granting of
        the undue advantage. The beneficiary shall be regarded as that person to
        whom the advantage can be ascribed for tax purposes, without regard to
        whether the ultimate person benefiting from said advantage is a third
        party and how the beneficiary conducts a dispute with said third party.
        If there should be no entitlement to claim against the beneficiary for
        legal reasons,


<PAGE>   18
        the claim shall be directed against the shareholder with whom the
        beneficiary is associated. The debtor shall pay reasonable interest on
        the amount corresponding to the value of the claim for the time between
        the granting of the advantage and its reimbursement.

        However, if the granting of the advantage complies with the will of all
        shareholders and/or if it can only be qualified as a hidden profit
        distribution for tax purposes, the beneficiary shall reimburse the
        company with the value of the additional tax advantage obtained as a
        result of the undue advantage being granted. Clauses 2 and 3 of the
        present Section 2 shall apply mutatis mutandis.

3.      The company shall capitalise its claim for restitution in its commercial
        balance sheet - if necessary by subsequent correction of the balance
        sheet - and appropriate a commercial balance sheet profit resulting in
        this way on the basis of a new resolution which is adopted by the
        general meeting of shareholders and which complies with the provisions
        of the German Stock Corporation Law.


                                      VII.

                                FINAL PROVISIONS


                                  PARAGRAPH 24
                                   DISSOLUTION

A resolution to dissolve the company shall require a majority of four-fifths of
the votes cast and a majority of three-quarters of the represented capital
stock.


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                                  PARAGRAPH 25
                                     SECRECY

The shareholders shall maintain secrecy on confidential information and secrets
of the company, namely company or business secrets, which come to their
knowledge as a result of their activity.


                                  PARAGRAPH 26
                              WRITTEN FORM, RECEIPT

Where a period of time or deadline starts with the receipt of a written document
under the present articles of association, the written document shall be
regarded as having been received on the third day after it has been posted.


                                  PARAGRAPH 27
                               COSTS OF FOUNDATION

The costs of foundation shall be borne by the company. The costs of foundation
are around DM 8,000.


                                  PARAGRAPH 28
                     CHANGES TO THE ARTICLES OF ASSOCIATION

The supervisory board shall have the right to decide on changes to the articles
of association which relate only to their wording, in particular including
changes to the details of the capital stock in accordance with the respective
scope of capital increases from contingent and approved capital and to capital
reductions as a result of the redemption of shares.