Exhibit 1.1


                         ARTICLES OF INCORPORATION OF
              INTERSHOP COMMUNICATIONS AKTIENGESELLSCHAFT, HAMBURG
                                  (AS AMENDED)



               IN THE VERSION VALID AFTER ADOPTION OF THE
               CHANGES AGREED BY THE GENERAL SHAREHOLDER
               MEETING ON THE 13TH OF JUNE, 2001.


               NOTE: UNOFFICIAL, LEGALLY NON-BINDING
               TRANSLATION



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                            ARTICLES OF INCORPORATION


                                       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 euro 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 insofar 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

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           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 definitive 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.







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 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 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 to 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 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.


           The management decides on the further content of the respective
           subscription rights and the other conditions of the issue of shares
           with the consent of the supervisory board.


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                                  PARAGRAPH 4 A


Pursuant to Section 192 Para. 2 No. 1 AktG the corporation stock capital is
increased by up to (euro) 21.44.703 by the issuance of up to 21.449.703 new
no-par bearer shares (conditional capital IV). The conditional capital increase
serves the granting of conversion rights and/or the creation of an obligation of
conversion and/or subscription rights for the holders of convertible bonds
issued in accordance with the terms of the shareholders' resolution adopted on
June 13, 2001 until may 31, 2006. The shares shall be issued at the conversion
price or subscription price determined with respect to the shareholders'
resolution adopted on June 13, 2001. The increase in conditional capital will
only be carried out insofar as the conversion rights or subscription rights are
exercised or the obligations of conversion are fulfilled by these holders of the
convertible bonds.


The new shares are to participate in profits from the beginning of the fiscal
year, in which they are created due to the exercise of conversion rights or
subscription rights or the fulfilment of conversion obligations.



                               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 incorporation 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 shall require the
           consent of the supervisory board regarding the inside relation.



                           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 authori-sation
           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.


 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.


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                                  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 rules of internal procedure of the supervisory board may
           also allow a convening of the assembly of the supervisory board by
           facsimile or e-mail. 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
           or by telephone.


 3.        The rules of internal procedure of the supervisory board may provid
           efor casting votes in written form or by telephone or a similar form,
           notably in connection with video conferences. All resolutions adopted
           shall be subsequently confirmed in writing and be sent to all members
           of the supervisory board.


 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 of the supervisory board under
           the mailing address or - if allowed by the rules of internal
           procedure of the supervisory board - fax number or e-mail-address, in
           urgent cases also orally or by telephone, and at least half of the
           members of the supervisory board, but at least three members,
           participate in adopting resolutions.
 6.        To be adopted, resolutions shall require the majority of the votes
           cast, unless the law or articles of incorporation 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
           mutatis mutandis in the event of a vote in accordance with Section 3.


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 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 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.



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 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.


 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 unless a shorter
           period is possible by law.



                                  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

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           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.


 3.        The right to vote can be exercised by proxy. The agent can also be
           appointed by the company. The proxy can be granted in written, by
           facsimile or by e-mail.


           The details for granting the proxy shall be announced together with
the convocation of the shareholders' meeting.



                      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
           supervisory 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

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           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 shareholders 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.


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                                       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.



                                  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 trans


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           actions, 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, 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.
















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                                      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.



                              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 incorporation, 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.







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                                  PARAGRAPH 28
                    CHANGES TO THE ARTICLES OF INCORPORATION


The supervisory board shall have the right to decide on changes to the articles
of incorporation 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.









                                       Articles of Incorporation - June 13, 2001
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