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                                                                     EXHIBIT 4.2


                              AMENDED AND RESTATED


                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION
                                       OF

                           CONSOLIDATED WATER CO. LTD.


1.       TABLE A

1.01     The regulations in Table A in the Schedule to the Companies Law (1998
         Revision) do not apply to this company.

2.       INTERPRETATION

2.01     In these Articles where the context permits:

         "Articles" means these Articles of Association as altered from time to
         time;

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

         "circular resolution" means a resolution passed in accordance with
         these Articles without a meeting;

         "class meeting" means a separate meeting of the holders of a class of
         shares;

         "clear days" in relation to notice of a meeting means days falling
         after the day on which notice is given or deemed to be given and before
         the day of the meeting;

         "Company" means the above-named company;

         "Directors" means the directors, or the sole director, for the time
         being of the Company;

         "holder" in relation to a share of the Company means the member or
         members for the time being registered in the Register as the holder of
         the share;

         "month" means calendar month;

         "ordinary resolution" means a resolution passed at a general meeting
         (or, if so specified, a class meeting) of the Company by a simple
         majority of the votes cast, or a circular resolution;

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         "paid-up" means paid-up or credited as paid-up;

         "Register" means the register of members of the Company;

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

         "Seal" means the common seal or any official or duplicate seal of the
         Company;

         "Secretary" means the secretary or assistant secretary for the time
         being of the Company;

         "share" includes a fraction of a share;

         "special resolution" means a resolution passed as such at a general
         meeting (or, if so specified, a class meeting) of the Company by a
         majority of three-quarters of the votes cast, as provided in the
         Statute, or a circular resolution;

         "Statute" means the Companies Law (1998 Revision) of the Cayman Islands
         and every modification or re-enactment thereof for the time being in
         force;

         "written" and "in writing" import all methods of representing,
         reproducing or communicating words or numerals in permanent visible
         form, including printing, lithography, photography, telecopying and
         telexing;

         "year" means calendar year.

2.02     In these Articles where the context permits:

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

         (b)      Words importing the masculine gender include the feminine
                  gender and vice versa;

         (c)      Words importing persons include companies or associations or
                  bodies of persons, corporate or unincorporate;

         (d)      The word "may" is permissive; the word "shall" is imperative;

         (e)      A reference to a statutory provision shall be deemed to
                  include any amendment or re-enactment thereof.

2.03     Subject as aforesaid, words defined or used in the Statute have the
         same meaning in these Articles.



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2.04     The headings in these Articles are for ease of reference only and shall
         not affect the construction or interpretation of these Articles.

3.       PRELIMINARY

3.01     The Company may commence business immediately upon registration
         pursuant to the Statute.

3.02     The Company may ratify any contract or other transaction entered into
         in its name or on its behalf prior to registration.

3.03     The preliminary expenses of incorporating the Company shall be paid by
         the Company, including any expenses concerned with the issue of shares
         by the Company or with any contract or transaction ratified pursuant to
         the foregoing Sub-Article. The preliminary expenses may be charged to
         income or capital or amortised over any period as the Directors think
         fit.

4.       CLASSIFICATION OF SHARES

4.01     Subject to the Memorandum of Association and subject to any directions
         of the Company in general meeting, the unissued shares of the Company
         may from time to time be divided or sub-divided into such classes, or
         re-classified, and be issued with such preferred, deferred or other
         special rights, privileges, restrictions or obligations, whether in
         regard to dividend, voting, transfer, forced sale, conversion,
         winding-up entitlement or otherwise as the Directors think fit. This
         Sub-Article is without prejudice to other provisions of these Articles
         restricting the variation of rights attached to shares already in
         issue.

4.02     The rights attached to any class of shares may (unless otherwise
         provided by the terms of issue of the shares of that class), whether or
         not the Company is being wound up, be varied or abrogated with the
         sanction of a special resolution passed at a class meeting of the
         holders of the shares of that class. The rights conferred upon the
         holders of the shares of any class shall, unless otherwise expressly
         provided by the terms of issue of the shares of that class, be deemed
         not to be varied by the creation or issue of further shares ranking
         equally with them.

5.       ISSUE OF SHARES

5.01     Subject to any directions of the Company in general meeting and subject
         to any special rights of shares already issued, all shares in the
         Company for the time being unissued shall be under the control of the
         Directors who may issue and dispose of the same (including the issue or
         grant of options, warrants and other rights, renounceable or otherwise,
         in respect of shares) at such times, to such persons, on such terms and
         in such manner as they think fit, provided that no share shall be
         issued at a discount except in accordance with the Statute.


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5.02     Save as expressly provided by its terms of issue, no share shall confer
         on the holder any pre-emptive or other right in respect of any further
         shares that may be issued.

5.03     Fractions of a share may be issued if the Directors think fit. The
         holder of a whole share (or a fraction of a share), if fully paid-up,
         may divide it into fractions for the purpose of a transfer, redemption
         or other disposition, provided that, without the prior approval of the
         Directors, the holder may only create a fraction which can be expressed
         as a whole number of hundredths of a whole share. Subject to the terms
         of issue of the fraction, or of the whole share from which it was
         derived, a fraction of a share shall carry the corresponding fraction
         of all the attributes of a whole share.

5.04     Subject to the Statute, shares need not have distinguishing numbers.

5.05     The Directors may pay or authorise payment of a commission to any
         person in consideration of his subscribing or agreeing to subscribe
         (whether absolutely or conditionally) for any shares in the Company, or
         procuring or agreeing to procure subscriptions (whether absolute or
         conditional) for any shares in the Company, but a commission exceeding
         ten percent of the price at which the shares are issued, or to be
         issued, shall not be paid without the sanction of an ordinary
         resolution.

6.       REGISTER OF MEMBERS AND RECORD DATES

6.01     The Register shall be kept in accordance with the Statute.

6.02     The Company may keep one or more duplicates of the Register in such
         place or places as the Directors think fit but in the event of a
         discrepancy the main Register shall prevail.

6.03     The Company shall not be bound to register more than four persons as
         the joint holders of any share.

6.04     Except as otherwise expressly provided by these Articles or as required
         by law or as ordered by a court of competent jurisdiction, no person
         shall be entitled to recognition by the Company as holding any share
         upon any trust and the Company shall not be bound by, or be compelled
         in any way to recognise, (even when having notice thereof) any
         equitable, contingent, future or partial interest in any share or any
         other right in respect of any share except an absolute right to the
         entirety of the share in the holder. If, notwithstanding this Article,
         notice of any trust is at the holder's request entered in the Register
         or on a share certificate in respect of a share, then, except as
         aforesaid:

         (a)      such notice shall be deemed to be solely for the holder's
                  convenience;

         (b)      the Company shall not be required in any way to recognise any
                  beneficiary, or the beneficiary, of the trust as having an
                  interest in the share or shares concerned;

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         (c)      the Company shall not be concerned with the trust in any way,
                  as to the identity or powers of the trustees, the validity,
                  purposes or terms of the trust, the question of whether
                  anything done in relation to the shares may amount to a breach
                  of trust or otherwise; and

         (d)      the holder shall keep the Company fully indemnified against
                  any liability or expense which may be incurred or suffered as
                  a direct or indirect consequence of the Company entering
                  notice of the trust in the Register or on a share certificate
                  and continuing to recognise the holder as having an absolute
                  right to the entirety of the share or shares concerned.

6.05     (i)      To determine Members entitled to notice of or to vote at any
                  meeting or any adjournment of it, or to receive payment of any
                  dividend, or in order to determine Members for any other
                  purpose, the Directors may close the Register for a stated
                  period not exceeding in any case fourteen (14) consecutive
                  days. If the Register is closed to determine the members
                  entitled to notice of or to vote at a meeting, then it must be
                  closed for at least ten (10) days immediately before that
                  meeting, and the first day of the closure will be the record
                  date.

         (ii)     Instead of closing the Register, the Directors may fix a date
                  as the record date for any determination of members, the date
                  in any case to be not more than ninety (90) days before the
                  date on which the particular action, requiring the
                  determination of members, is to be taken.

         (iii)    If the Directors do not close the Registrar or fix any record
                  date for determining the members entitled to receive notice of
                  or to vote at any meeting or to receive a dividend, the date
                  on which notice of the meeting is mailed or, in the case only
                  of an interim dividend or distribution declared or effected by
                  the Directors, the date on which the resolution declaring the
                  dividend or effecting the distribution is passed will be
                  record date for determining the members. When a determination
                  of persons entitled to vote at any meeting has been made under
                  this Article, that determination will apply to any adjournment
                  of it.

7.       SHARE CERTIFICATES

7.01     Share certificates shall be in such form as the Directors determine
         provided that a share certificate shall specify the name of the holder
         and the number and class of shares to which it relates and the amount
         paid up thereon. Share certificates may not be issued in bearer form.

7.02     Share certificates shall be issued under the Seal affixed in accordance
         with these Articles provided that the Directors may authorise share
         certificates to be issued with the Seal or the authorised signature(s)
         affixed or represented by printing or other mechanical process.

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7.03     Every person whose name is entered as a member in the Register shall be
         entitled on request to one certificate for all his shares of each class
         or, upon payment of a fee not exceeding ten Cayman Islands dollars per
         additional certificate, to several certificates, each representing a
         part of his holding. A member whose holding of shares has been reduced
         by transfer, redemption or otherwise shall be entitled on request to a
         certificate for the balance.

7.04     In the case of joint holders the Company shall not be bound to issue
         more than one share certificate; and delivery of the certificate to one
         of the holders shall be sufficient delivery to all the holders.

7.05     A member wishing to exercise his rights, if any, to transfer or redeem
         shares in accordance with these Articles may do so only upon
         surrendering to the Company the share certificate(s), if any,
         representing such shares.

7.06     If a share certificate is damaged or defaced or alleged to have been
         lost, stolen or destroyed, a new certificate representing the same
         shares may be issued to the holder upon request subject to delivery up
         of the old certificate or, if alleged to have been lost, stolen or
         destroyed, compliance with such conditions as to evidence and indemnity
         and the payment of expenses of the Company in connection with the
         request (including the investigation of evidence) as the Directors
         think fit.

8.       TRANSFER OF SHARES

8.01     Transfers of shares shall be in writing in any usual or common form in
         use in the Cayman Islands or in any other form approved by the
         Directors.

8.02     A share transfer shall be signed by or on behalf of the transferor and,
         in the case of partly paid shares, by the transferee also.

8.03     The transferor of a share shall be deemed to remain the holder of the
         share until the name of the transferee is entered into the Register in
         respect thereof.

8.04     In the case of a transfer of shares issued subject to special
         restrictions or requirements as to transfer the Directors may, as a
         condition of approval or registration, require the transferor to
         reimburse the Company for all expenses incurred in connection with the
         transfer.

8.05     The registration of transfers shall be suspended during any period in
         which the Register is closed in accordance with these Articles.

9.       TRANSMISSION OF SHARES

9.01     Following the death of a member the survivor or survivors where the
         deceased was a joint holder, and the legal personal representatives of


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         the deceased where he was a sole holder, shall be the only persons
         recognised by the Company as having any title to the shares previously
         held by the deceased, but nothing in this Article shall release the
         estate of the deceased from any liability in respect of shares which
         had been held by him, whether solely or jointly.

9.02     A person becoming entitled to a share by reason of the death or
         bankruptcy of the holder or otherwise by operation of law may upon
         producing such evidence of his title as the Directors may require,
         elect either to be registered himself as the holder of the share or to
         make such transfer of the share as the holder could have made. An
         election pursuant to this Sub-Article to be registered as holder shall
         be made in writing signed by or on behalf of the person making the
         election.

9.03     A person entitled to make an election pursuant to the foregoing
         Sub-Article shall, pending election, have the right to receive (and to
         give a good discharge for) all monies payable in respect of the share,
         the same right (if any) as the holder to call for the redemption of the
         share, and the same right as the holder to enter into an agreement for
         the purchase of the share by the Company; but such person shall not be
         entitled to receive notice of, or attend or vote at, general meetings
         or class meetings of the Company nor, save as aforesaid, to any of the
         rights or privileges of a member; and the Directors may at any time
         give him notice requiring election pursuant to the foregoing
         Sub-Article and, if there is no election within ninety days of the
         notice, the Directors may thereafter withhold all monies payable in
         respect of the share until such time as the election is made.

10.      REDEMPTION OF SHARES

10.01    Subject to the Statute, the Company is hereby authorised to issue
         shares which are to be redeemed or are liable to be redeemed at the
         option of the Company or the holder; but, save for shares declared to
         be redeemable by the Memorandum of Association, the Directors shall not
         issue redeemable shares without the sanction of an ordinary resolution.

10.02    The Company is hereby authorised to make payments in respect of the
         redemption of its shares out of capital or out of any other account or
         fund which can be authorised for this purpose in accordance with the
         Statute.

10.03    Unless fixed by the ordinary resolution sanctioning its issue the
         redemption price of a redeemable share, or the method of calculation
         thereof, shall be fixed by the Directors at or before the time of
         issue;

10.04    Unless otherwise provided or directed by the ordinary resolution
         sanctioning the issue of the shares concerned:

         (a)      every share certificate representing a redeemable share shall
                  indicate that the share is redeemable;

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         (b)      in the case of shares redeemable at the option of the holder a
                  redemption notice from the holder may not be revoked without
                  the agreement of the Directors;

         (c)      at the time or in the circumstances specified for redemption
                  the redeemed shares shall be cancelled and shall cease to
                  confer on the holder any right or privilege, without prejudice
                  to the right to receive the redemption price, which price
                  shall become payable so soon as it can with due despatch be
                  calculated, but subject to surrender of the relevant share
                  certificate for cancellation (and reissue in respect of any
                  balance);

         (d)      the redemption price may be paid in any manner authorised by
                  these Articles for the payment of dividends;

         (e)      a delay in payment of the redemption price shall not affect
                  the redemption but, in the case of a delay of more than thirty
                  days, interest shall be paid for the period from the due date
                  until actual payment at a rate which the Directors, after due
                  enquiry, estimate to be representative of the rates being
                  offered by class A banks in the Cayman Islands for thirty day
                  deposits in the same currency;

         (f)      the Directors may exercise as they think fit the powers
                  conferred on the Company by Section 37(5) of the Statute
                  (payment out of capital) but only if and to the extent that
                  the redemption could not otherwise be made (or not without
                  making a fresh issue of shares for this purpose);

         (g)      subject as aforesaid, the Directors may determine as they
                  think fit all questions that may arise concerning the manner
                  in which the redemption of the shares shall or may be
                  effected.

10.05    No share may be redeemed unless it is fully paid-up.

11.      PURCHASE OF SHARES BY THE COMPANY

11.01    Subject to the Statute, and with the sanction of an ordinary resolution
         authorising the manner and terms of purchase, the Directors may on
         behalf of the Company purchase any share of the Company (including a
         redeemable share) by agreement with the holder or pursuant to the terms
         of issue of the share, and may make payments in respect of such
         purchase out of capital or out of any other account or fund which can
         be authorised for this purpose in accordance with the Statute.

11.02    Shares purchased by the Company shall be noted in the Company's
         register as cancelled and shall cease to confer any right or privilege
         on the seller.

11.03    No share may be purchased by the Company unless it is fully paid-up.

12.      CALLS ON SHARES AND FORFEITURE

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12.01    If a share has been issued partly paid (or nil paid), then, subject to
         the terms of issue, the Directors may from time to time make calls upon
         the holder in respect of the monies unpaid on the share, whether in
         respect of the nominal value or the premium (if any), and, subject as
         aforesaid:-

         (a)      the holder shall be given written notice of the call;

         (b)      the date for payment of the call shall be not less than thirty
                  days after the date of the notice of call;

         (c)      payment of the call shall be made at the Registered Office or
                  such other place as shall be specified in the notice of call;

         (d)      a call may be made payable by instalments;

         (e)      a call may be revoked or postponed;

         (f)      the Directors may differentiate between holders of different
                  shares as to the time or amount of calls;

         (g)      if full payment pursuant to a call is not made on or before
                  the due date, interest may in the Directors' discretion be
                  charged at a rate not exceeding ten percent per annum;

         (h)      if payment pursuant to a call is not made on or before the due
                  date, the Directors may, in addition to interest under the
                  foregoing paragraph, require the holder to indemnify the
                  Company for any expenses incurred by reason of non-payment,
                  including expenses incurred in enforcing the Company's rights
                  under these Articles;

         (i)      the joint holders of a share shall be jointly and severally
                  liable for all calls (and interest and other monies due in
                  respect of calls) on the share;

         (j)      a holder may not require the Company to make a call on his
                  shares or, in the absence of a call, pay up any amount unpaid
                  on his shares, but the Directors may accept advances from the
                  holder to be applied against future calls on such terms as to
                  interest and repayment as the Directors may determine.

12.02    Any sum which by the terms of issue of a share becomes payable upon
         issue or at any fixed date, whether in respect of the nominal value of
         the share or by way of premium, shall for the purposes of these
         Articles be deemed to have been duly called and to be immediately
         payable and, in the event of non-payment, all the provisions of these
         Articles as to the payment of interest, forfeiture or otherwise shall
         apply as if such sum had become payable by virtue of a call duly made
         and notified.

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12.03    If full payment pursuant to a call is not made on or before the due
         date, the Directors may at any time thereafter give the holder a
         forfeiture notice stating the amount which remains unpaid (including
         any accrued interest and expenses owed to the Company by reason of
         non-payment) and appointing the day, not less than fourteen days after
         the date of the forfeiture notice, on which the shares shall be
         forfeited unless payment of the stated amount has by then been paid in
         full. If the stated amount has not by then been paid in full the shares
         shall be forfeited accordingly.

12.04    In the event of forfeiture the holder shall cease to be a member in
         respect of the forfeited shares and shall cease to have any right,
         title or interest in or to the shares but shall remain liable for all
         amounts due before forfeiture; and the Company may enforce such
         liability without making any allowance for the value of the shares at
         the time of forfeiture.

12.05    A forfeited share shall become the property of the Company and may be
         sold, re-allotted or otherwise disposed of for the benefit of the
         Company to such person or persons, upon such terms and in such manner
         as the Directors think fit. Without limiting the foregoing generality,
         the Directors may determine whether and to what extent the share shall
         be treated as paid-up by payments made, or credited as made, thereon
         prior to forfeiture.

12.06    At any time before the sale, re-allotment or other disposal of a
         forfeited share the Directors may cancel the forfeiture on such terms
         as they think fit.

12.07    A note in the Register or a certificate under the hand of the Secretary
         that a share has been forfeited at a stated time shall be conclusive
         evidence of those facts in favour of any person to whom the share is
         sold, re-allotted or disposed of, and his title to the share shall not
         be affected by any irregularity or invalidity in the proceedings in
         reference to the forfeiture, sale, re-allotment or disposal.

13.      LIEN ON SHARES

13.01    The Company shall have a first and paramount lien and charge on all
         shares, whether or not fully paid-up, for all the debts and obligations
         of the holder (or, in the case of joint holders, of any one or more of
         the joint holders) but the Directors may at any time waive the lien
         generally or as regards any particular debt or obligation or category
         of debts or obligations.

13.02    The registration of a transfer of shares shall operate as a waiver of
         the Company's lien thereon in respect of the debts or obligations of
         the transferor.

13.03    The Company's lien on a share shall extend to all dividends and other
         monies and benefits payable in respect of the share.

13.04    The Company may sell any share on which the Company has a lien if an
         amount secured by the lien is presently payable but not until the


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         expiration of fourteen days after written notice to the holder stating
         and demanding payment of the said amount and stating the Directors'
         intention of effecting a sale.

13.05    A sale by the Company pursuant to the foregoing Sub-Article shall be
         effected in such manner as the Directors think fit; and the Directors
         may authorise some person to do and execute such transfers and other
         documents and things on behalf of the holder as may appear to the
         Directors necessary or desirable for the purpose of carrying out the
         sale and entering the purchaser or purchasers in the Register.

13.06    The proceeds of a sale by the Company pursuant to this Article shall be
         applied in payment of the amount secured by the lien which is presently
         payable and the balance, if any, shall be paid to the person who was
         the holder of the shares before the sale unless there are debts or
         obligations of that person, not presently payable, which were secured
         by the lien on the shares, in which case the Company shall have the
         same lien and charge on the said balance of the proceeds of sale as it
         had on the shares.

14.      ALTERATION OF CAPITAL

14.01    Subject to the Statute, the Company may from time to time by ordinary
         resolution alter the conditions of its Memorandum of Association to
         increase its share capital by new shares of such amount as it thinks
         expedient. All new shares shall be subject to the provisions of these
         Articles concerning calls, forfeiture, lien, transfer, transmission,
         disposal by the Directors and otherwise as the original shares.

14.02    Subject to the Statute, the Company may from time to time by ordinary
         resolution alter the conditions of its Memorandum of Association to:

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

         (b)      subdivide its shares or any of them into shares of an amount
                  smaller than that fixed by the Memorandum of Association; or

         (c)      cancel shares which at the date of the passing of the
                  resolution have not been taken or agreed to be taken by any
                  person, and diminish the amount of its share capital by the
                  amount of the shares so cancelled or, in the case of shares
                  without par value, diminish the number of shares into which
                  its capital is divided.

14.03    Subject to the Statute, the Company may from time to time by special
         resolution reduce its share capital in any way or alter any conditions
         of its Memorandum of Association relating to share capital.

15.      ALTERATION OF REGISTERED OFFICE, NAME AND OBJECTS

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15.01    Subject to the Statute, the Company may by resolution of its Directors
         change the location of its Registered Office.

15.02    Subject to the Statute, the Company may from time to time by special
         resolution change its name or alter its objects or make any other
         alteration to its Memorandum of Association for which provision has not
         been made elsewhere in these Articles.

16.      GENERAL MEETINGS

16.01    (a)      The Company shall in each year hold a general meeting as its
                  Annual General Meeting. The time and place of Annual General
                  Meetings shall be determined by the Directors and, if no other
                  time and place is prescribed by them, it shall be held at the
                  registered office on the second Wednesday in December of each
                  year at ten o'clock in the morning.

         (b)      At these meetings the Directors shall be elected as provided
                  for in these Articles, the annual report of the Directors
                  shall be presented and the general business of the Company
                  transacted.

16.02    General meetings other than Annual General Meetings shall be called
         Extraordinary General Meetings. The Directors may call or authorise the
         calling of an Extraordinary General Meeting whenever they think fit.

17.      REQUISITION OF GENERAL MEETINGS

17.01    The Directors shall call an Extraordinary General Meeting on the
         requisition of members holding at the date of the requisition not less
         than fifty-one per cent of the issued shares of the Company for the
         time being carrying the right to vote at general meetings of the
         Company. To be effective the requisition shall state the objects of the
         meeting, shall be in writing, signed by the requisitionists, and shall
         be deposited at the Registered Office. The requisition may consist of
         several documents in like form each signed by one or more
         requisitionists.

17.02    If the Directors do not within twenty-one days from the date of the
         requisition duly proceed to call an Extraordinary General Meeting, the
         requisitionists may themselves convene an Extraordinary General
         Meeting; but any meeting so called shall not be held more than ninety
         days after the requisition. An Extraordinary General Meeting called by
         requisitionists shall be called in the same manner, as nearly as
         possible, as that in which general meetings are to be called by the
         Directors.

18.      NOTICE OF GENERAL MEETINGS

18.01    At least five clear days notice in writing shall be given of a general
         meeting to all members entitled as at the record date for the notice
         provided that:

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         (a)      an Extraordinary General Meeting may be called by shorter
                  notice (but not shorter than two clear days) if so agreed by a
                  member or members (or their proxies or representatives)
                  holding in the aggregate, as at the record date for the
                  meeting, shares conferring the right to cast seventy-five
                  percent of the votes that could be cast on a poll if all
                  members so entitled attended the meeting;

         (b)      an Annual General Meeting or an Extraordinary General Meeting
                  may be held without notice and without observing any of the
                  requirements or provisions of these Articles concerning
                  general meetings if so agreed by all the members (or their
                  proxies or representatives) entitled as at the date of the
                  meeting to attend and vote at general meetings;

         and agreement for the purposes of the foregoing paragraphs (a) or (b)
         may be reached before, during or within thirty days after the meeting
         concerned.

18.02    The notice of a general meeting shall specify:

         (a)      the place, the day and the hour of the meeting and, if
                  different, the record date for determining members entitled to
                  attend and vote; and

         (b)      the general nature of any special business to be conducted at
                  the meeting; and for this purpose all business shall be deemed
                  special which is transacted at an Extraordinary General
                  Meeting, and also all business that is transacted at an Annual
                  General Meeting with the exception of the consideration and
                  approval of the report of the Directors, the financial
                  statements of the Company and the report of the Auditors (if
                  any), the election or re-election of the Directors and the
                  election or re-election of the Auditors and approval of their
                  remuneration.

18.03    The Directors and the Auditors, if any, shall be entitled to receive
         notice of, and to attend and speak at, any general meeting of the
         Company.

18.04    The accidental omission to give notice to, or the non-receipt of notice
         by, any person entitled to receive notice shall not invalidate the
         proceedings at any general meeting.

19.      PROCEEDINGS AT GENERAL MEETINGS

19.01    No business shall be transacted at any general meeting unless a quorum
         of members is present at the time when the meeting proceeds to
         business; a quorum shall be such members present in person or by proxy
         as represent one-third of the issued shares of the Company carrying the
         right to vote at the meeting calculated in accordance with Article
         6.05.

19.02    If within half an hour from the time appointed for a meeting a quorum
         is not present, the meeting, if convened upon the requisition of
         members, shall be dissolved and in any other case it shall stand


                                       13
<PAGE>

         adjourned to the same day in the next week at the same time and place
         or to such other time or such other place as the Directors may
         determine and, if at the adjourned meeting a quorum is not present
         within half an hour from the time appointed for the meeting, the member
         or members present shall be a quorum.

19.03    The chairman, if any, of the board of Directors shall preside as
         chairman at every general meeting of the Company; or, if there is no
         such chairman or if he shall not be present at the time appointed for
         the meeting, or if he is unwilling to act, the Directors present shall
         elect one of their number to be chairman of the meeting; or, if no
         Directors are present at the time appointed for the meeting or no
         Director is willing to act as chairman, then the members present shall
         choose one of their number to be chairman of the meeting.

19.04    The chairman may, with the consent of any general meeting duly
         constituted, and shall if so directed by the meeting, adjourn the
         meeting from time to time and from place to place, but no business
         shall be transacted at any adjourned meeting except business which
         might lawfully have been transacted at the meeting from which the
         adjournment took place. When a meeting is adjourned for thirty days or
         more, notice of the adjourned meeting shall be given as in the case of
         an original meeting; save as aforesaid it shall not be necessary to
         give any notice of an adjournment or of the business to be transacted
         at an adjourned general meeting.

19.05    At any general meeting a resolution put to the vote of the meeting
         shall be decided on a show of hands unless before or on the declaration
         of the result of the show of hands a poll is demanded by the chairman
         or any member entitled to vote, present in person or by proxy. Unless a
         poll is so demanded, a declaration by the chairman that a resolution
         has on a show of hands been carried, or carried unanimously, or by a
         particular majority, or lost, and an entry to that effect in the book
         containing the minutes of the proceedings of the Company shall be
         conclusive evidence of the fact without proof of the number or
         proportion of the votes recorded in favour of or against such
         resolution.

19.06    If any votes are counted which ought not to have been counted, or which
         might have been rejected, the error shall not vitiate the resolution
         unless pointed out at the same meeting, or at any adjournment thereof,
         and not in that case unless in the opinion of the chairman (whose
         decision shall be final and conclusive) it is of sufficient magnitude
         to vitiate the resolution.

19.07    If a poll is duly demanded, it shall be taken in such manner as the
         chairman directs. Without limiting the foregoing generality, the
         chairman may direct the use of ballot or voting papers, may appoint
         scrutineers and, subject to the next Sub-Article, may adjourn the
         meeting to some other time or place for the purpose of conducting the
         poll or declaring its result. The result of the poll shall be deemed to
         be the resolution of the meeting at which the poll was demanded.

19.08    A poll demanded on the election of a chairman and a poll demanded on a
         question of adjournment shall be taken forthwith. In any other case the


                                       14
<PAGE>

         poll shall be taken not more than thirty days after the date of the
         meeting or adjourned meeting at which the poll was demanded.

19.09    The demand for a poll shall not prevent the continuance of a meeting
         for the transaction of any business other than the question on which
         the poll has been demanded.

19.10    The demand for a poll may be withdrawn at any time before the taking of
         the poll, but in that case the chairman or any other member entitled to
         vote may then demand a poll.

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

20.      VOTES OF MEMBERS

20.01    Subject to any special rights or restrictions for the time being
         attached to any shares or any class of shares, every member as at the
         record date who is present in person or by proxy shall have:

         (a)      on a show of hands one vote; and

         (b)      on a poll one vote for each whole share (and a corresponding
                  fraction of a vote for every fraction of a share) registered
                  in his name in the Register as at the record date, provided
                  that a partly paid share shall confer a fraction of a vote
                  according to the proportion borne by the amount paid-up on the
                  share to the total issue price (including share premium, if
                  any).

20.02    In the case of joint holders 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 of the holders
         stand in the Register.

20.03    A member shall not be entitled to attend or vote at general meetings if
         and as long as any call or other sum in respect of shares is presently
         payable by him.

20.04    Subject to production of such evidence as the Directors may require, a
         member of unsound mind, or in respect of whom an order has been made by
         any court in the Cayman Islands or elsewhere having jurisdiction in
         lunacy may vote on a show of hands or on a poll by his committee,
         receiver, curator bonis, guardian or other person appointed by the
         court, and any such committee, receiver, curator bonis, guardian or
         other person may vote by proxy.

20.05    No objection shall be raised to the qualification of any voter except
         at the general meeting at which the vote objected to is given or
         tendered or at any adjournment thereof, and every vote not disallowed


                                       15
<PAGE>

         at such general meeting or adjournment shall be valid for all purposes.
         Any such objection made in due time shall be referred to the chairman
         of the meeting whose decision shall be final and conclusive.

20.06    On a poll a member entitled to more than one vote need not, if he
         votes, use all his votes or cast all the votes he uses in the same way.

20.07    A corporation, whether formed in the Cayman Islands or elsewhere, which
         is a member may authorise such person as it thinks fit to act as its
         representative at any general meeting of the Company and the person so
         authorised shall be entitled to exercise the same voting and other
         powers on behalf of the corporation which he represents as the
         corporation could exercise if it were an individual member of the
         Company. A corporation whose representative is present at a meeting
         shall itself be deemed to be present in person at the meeting and shall
         be counted towards the quorum. Nothing in this Article shall be
         construed as preventing a corporation from appointing a proxy.

21.      PROXIES

21.01    The appointment of a proxy shall be by written instrument under the
         hand of the appointor or his attorney duly authorised in writing or, if
         the appointor is a corporation, either under the corporation's seal or
         under the hand of an officer or attorney duly authorised.

21.02    A proxy need not be a member of the Company.

21.03    The instrument appointing a proxy may be in any usual or common form or
         otherwise acceptable to the chairman of the meeting for which the
         instrument is first presented.

21.04    The instrument appointing a proxy may contain restrictions or
         directions as to the manner in which, or the matters upon which, the
         proxy may vote, but subject thereto the proxy may vote on any matter in
         such manner as the proxy thinks fit and may exercise the same powers as
         his appointor could exercise if present, including the power to demand
         a poll.

21.05    The instrument appointing a proxy may be expressed to be for a
         particular meeting or particular meetings or to be effective generally
         until revoked. An appointment for a particular meeting or meetings
         shall be presumed, in the absence of clear provision to the contrary,
         to extend to any adjournment of such meeting or meetings.

21.06    The instrument appointing a proxy (and any power of attorney or other
         authority under which it is signed, or a notarially certified copy of
         such authority) shall be deposited at the Registered Office or at such
         other place as is specified for that purpose in the notice of meeting;
         and such deposit shall be made no later than the time for holding the
         meeting, provided that the Directors may in giving notice of the
         meeting stipulate that instruments of proxy shall be deposited up to
         twenty-four hours before the time for holding the meeting. Such deposit


                                       16
<PAGE>

         may be made by telecopier transmission, but may be disallowed at or
         before the meeting by the Directors or the chairman of the meeting if
         in his or their opinion there are material doubts as to authenticity or
         content. The chairman of the meeting may at his discretion direct that
         the deposit of an instrument of proxy (or other requisite document)
         shall be deemed to have been duly made, if satisfied that the
         instrument of proxy duly signed (or other requisite document) is in the
         course of transmission to the Company.

21.07    A proxy shall have no powers, as such, at any meeting at which his
         appointor is present in person or, being a corporation, by a duly
         authorised representative. If two or more proxies are present at a
         meeting and in accordance with their terms of appointment seek to vote
         on the same matter in respect of the same shares, the chairman shall in
         his absolute discretion decide which vote to accept and which vote or
         votes to disallow, or he may disallow all such votes.

21.08    The Directors may at the expense of the Company send to the members
         instruments of proxy (with or without prepaid postage for their return)
         for use at any general meeting, either in blank or (but only if such
         instruments are sent to all members entitled to attend and vote)
         nominating one or more Directors or other persons.

21.09    All resolutions passed at a general meeting shall, notwithstanding that
         it is afterwards discovered that there was some defect in the
         appointment of a proxy or that the appointment had been revoked or
         otherwise terminated prior to the meeting, be as valid as if every such
         proxy had been and remained duly appointed.

22.      CIRCULAR RESOLUTIONS OF THE MEMBERS

22.01    A resolution in writing, in one or more counterparts, signed by all the
         members for the time being entitled to receive notice of and attend and
         vote at general meetings (or, being corporations, by their duly
         authorised representatives) shall be as valid and effective as if the
         same had been passed at a general meeting of the Company duly called
         and held, and shall satisfy any requirement of these Articles for a
         resolution to be passed by the Company in general meeting.

23.      CLASS MEETINGS

23.01    All the provisions of these Articles regulating Extraordinary General
         Meetings (as to call, requisition, notice, proceedings, votes, proxies,
         circular resolutions and otherwise) apply equally to class meetings
         save only that references to members shall be construed as references
         to members holding shares of the relevant class.

24.      APPOINTMENT OF DIRECTORS

24.01    (a)      There shall be a Board of Directors consisting of not less
                  than one or more than fifteen persons (exclusive of Alternate
                  Directors) PROVIDED HOWEVER that the Company may from time to
                  time by special resolution increase or reduce the limits in
                  the number of Directors.

                                       17
<PAGE>

         (b)      The Board of Directors shall be divided into three groups
                  designated Group I, Group II and Group III (which at all times
                  shall be as nearly equal in number as possible);

         (c)      The initial classification of the Directors into Group I,
                  Group II and Group III shall be for the Directors in their
                  absolute discretion;

         (d)      The initial term of office of the Group III Directors shall
                  expire at the 1999 Annual General Meeting; the initial term of
                  office of the Group II Directors shall expire at the 2000
                  Annual General Meeting; the initial term of office of the
                  Group I Directors shall expire at the 2001 Annual General
                  Meeting.;

         (e)      Subject to initial classification and term of office as
                  prescribed in this Article, at each Annual General Meeting
                  Directors elected to succeed Directors whose terms expire
                  shall be elected for a term of office to expire at the third
                  succeeding Annual General Meeting after their election.

24.02    There shall be no shareholding qualification for Directors unless
         prescribed by special resolution.

24.03    The first Directors shall be appointed in writing by the subscribers of
         the Memorandum of Association or a majority of them.

24.04    The Directors may from time to time appoint any person to be a
         Director, either to fill a casual vacancy or as an addition to the
         existing Directors, subject to any upper limit on the number of
         Directors prescribed pursuant to this Article and subject to his
         designation as a Group I, Group II or Group III Director.

24.05    The Company may by special resolutions remove any Director before the
         expiration of his term of office and may by ordinary resolution appoint
         another person in his stead; the person so appointed shall be subject
         to retirement at the same time as if he had become a Director on the
         day on which the Director in whose place he is appointed was last
         elected a Director.

24.06    Without prejudice to other provisions of these Articles for the
         retirement or removal of Directors, the office of a Director shall be
         vacated:

         (a)      if he resigns as Director by notice to the Company in writing
                  signed by him;

         (b)      if he dies, becomes bankrupt or makes any arrangement or
                  composition with his creditors generally; or

                                       18
<PAGE>

         (c)      if he becomes of unsound mind or an order for his detention is
                  made under the Mental Health Law or any analogous law of a
                  jurisdiction outside the Cayman Islands.

25.      REMUNERATION OF DIRECTORS

25.01    The remuneration of the Directors shall be in such amount or at such
         rate, and upon such terms as the Directors may from time to time
         determine. Special remuneration may be agreed with or given to any
         Director who has undertaken, or is required to undertake, any special
         work, service or mission beyond the ordinary routine work of a
         Director.

25.02    An Alternate Director shall not be remunerated as such by the Company
         provided that he may, if the Directors think fit, be remunerated for
         any special work, service or mission beyond the ordinary routine work
         of a Director or Alternate Director.

26.      TRANSACTIONS WITH DIRECTORS

26.01    A Director may hold any other executive or non-executive office or
         place of profit in or under the Company, other than the office of
         Auditor, on such terms as to tenure, remuneration, indemnity and
         otherwise as the Directors may determine.

26.02    A Director may act by himself or his firm in a professional capacity
         for the Company and shall be entitled to the same remuneration,
         indemnity and other privileges as if he were not a Director.

26.03    A Director may be a member or director or hold any other executive or
         non-executive office or place of profit in or under any company or
         association promoted by the Company or in which the Company may be
         interested or associated, and may exercise and enjoy the rights,
         privileges and benefits of any such position without being accountable
         in any way to the Company.

26.04    No person shall be disqualified from the office of Director by, or be
         prevented by such office from, contracting with the Company, either as
         vendor, purchaser or otherwise, nor shall any such contract (or any
         other contract or arrangement entered into by or on behalf of the
         Company in which a Director shall be in any way interested) be liable
         to be avoided, nor shall any Director be liable to account to the
         Company for any profit realised by any such contract or arrangement;
         but the nature of his interest shall be disclosed by him at the meeting
         of the Directors at which the question of entering into the contract or
         arrangement is first taken into consideration or, if the Director was
         not at that time interested in the proposed contract or arrangement,
         then at the next meeting of the Directors held after he becomes so
         interested.

26.05    A Director may vote in respect of any contract, arrangement or other
         matter which may be proposed, notwithstanding that he has an interest
         therein provided that the nature of his interest shall have been
         disclosed to the Directors prior to the Directors' resolution.



                                       19
<PAGE>

26.06    For the avoidance of doubt it is declared that a Director shall be
         regarded as having an interest in any matter in which he has a duty
         conflicting with his duty to the Company, and also in any proposal to
         ratify a contract or transaction entered into by him in the name or on
         behalf of the Company prior to its registration.

26.07    A general notice that a Director is a shareholder, director or officer
         of, or otherwise interested in, a specified company or association and
         is to be regarded as interested in any transaction with such company or
         association shall be a sufficient disclosure for the purposes of this
         Article and thereafter it shall not be necessary to give any further
         notice relating to a particular transaction with that company or
         association.

26.08    The Company may from time to time by special resolution impose and vary
         rules more or less restrictive of Directors having conflicting
         interests.

26.09    The provisions of this Article concerning Directors apply equally to
         Alternate Directors. For the purposes of this Article an interest of a
         Director shall be deemed to be an interest of his Alternate Director,
         and vice versa.

27.      ALTERNATE DIRECTORS AND PROXIES

27.01    A Director may at any time appoint any person (including another
         Director) to be his Alternate Director and may at any time terminate
         such appointment. An appointment and a termination of appointment shall
         be by notice in writing signed by the Director and deposited at the
         Registered Office or delivered at a meeting of the Directors.

27.02    The appointment of an Alternate Director shall determine on the
         happening of any event which, if he were a Director, would cause him to
         vacate such office or if his appointor ceases for any reason to be a
         Director.

27.03    An Alternate Director shall be entitled to receive notices of meetings
         of the Directors and shall be entitled to attend and vote as a Director
         at any such meeting at which his appointor is not personally present
         and generally at such meeting to perform all the functions of his
         appointor as a Director; and for the purposes of the proceedings at
         such meeting these Articles shall apply as if he (instead of his
         appointor) were a Director, save that he may not himself appoint an
         Alternate Director or a proxy.

27.04    If an Alternate Director is himself a Director or attends a meeting of
         the Directors as the Alternate Director of more than one Director, his
         voting rights shall be cumulative.

27.05    Unless the Directors determine otherwise, an Alternate Director may
         also represent his appointor at meetings of any committee of the
         Directors on which his appointor serves; and the provisions of this
         Article shall apply equally to such committee meetings as to meetings
         of the Directors.

                                       20
<PAGE>

27.06    If so authorised by express provision in his notice of appointment, an
         Alternate Director may join in a circular resolution of the Directors
         adopted pursuant to these Articles and his signature of such resolution
         shall be as effective as the signature of his appointor.

27.07    Save as provided in these Articles an Alternate Director shall not, as
         such, have any power to act as a Director or to represent his appointor
         and shall not be deemed to be a Director for the purposes of these
         Articles.

27.08    A Director who is not present at a meeting of the Directors, and whose
         Alternate Director (if any) is not present at the meeting, may be
         represented at the meeting by a proxy duly appointed, in which event
         the presence and vote of the proxy shall be deemed to be that of the
         Director. All the provisions of these Articles regulating the
         appointment of proxies by members shall apply equally to the
         appointment of proxies by Directors.

28.      PROCEEDINGS OF DIRECTORS

28.01    A meeting of the Directors for the time being at which a quorum is
         present shall be competent to exercise all or any of the powers and
         discretion by or under these Articles for the time being vested in or
         exercisable by the Directors generally.

28.02    Except as otherwise provided by these Articles, the Directors shall
         meet together for the dispatch of business, convening, adjourning and
         otherwise regulating their meetings as they think fit.

28.03    A Director may, and on the request of a Director the Secretary shall,
         at any time summon a meeting of the Directors. Notice thereof shall be
         given to each Director and Alternate Director in writing or by
         telephone or orally. Not less than five clear days notice shall be
         given save that all the Directors (or their Alternate Directors) may
         waive notice of the meeting at, before or after the meeting is held.

28.04    A meeting of the Directors may be held, and any Director may
         participate in a meeting, by means of a conference telephone or similar
         communications equipment by means of which all persons participating in
         the meeting are capable of hearing each other; and such participation
         shall be deemed to constitute presence in person at the meeting.

28.05    The quorum necessary for the transaction of business at a meeting of
         the Directors may be fixed by the Directors and, unless so fixed at any
         other number, shall be at least half the number of persons comprising
         the Board of Directors.

28.06    For the avoidance of doubt it is declared that an Alternate Director
         shall not be entitled to attend or vote at a meeting of the Directors
         or be counted towards the quorum if his appointor be present; and the
         proxy of a Director shall not be so entitled or counted if either the
         appointing Director or his Alternate Director be present.

                                       21
<PAGE>

28.07    The Directors may at any time elect a chairman and, if they think fit,
         a deputy chairman and may determine the period for which they
         respectively are to hold office. Subject to any such determination, the
         Directors may at any time remove a chairman or deputy chairman from
         office. A chairman or deputy chairman shall automatically cease to hold
         office if for any reason he ceases to hold office as a Director.

28.08    Questions arising at a meeting of the Directors shall be decided by a
         majority of the votes cast. In the case of an equality of votes, the
         chairman shall have a second or casting vote.

28.09    The continuing Directors may act notwithstanding any vacancy in their
         body but, if and so long as their number is reduced below the number
         fixed by or pursuant to these Articles as the minimum number of
         Directors or as the necessary quorum for meetings of Directors, the
         continuing Directors may act for the purpose of increasing the number
         of Directors to the requisite number, or of summoning a general meeting
         of the Company, but for no other purpose.

28.10    All resolutions passed and other acts done by any meeting of the
         Directors or of a committee of Directors shall, notwithstanding that it
         is afterwards discovered that there was some defect in the appointment
         of any Director, Alternate Director or proxy, or that they or any of
         them were disqualified or had otherwise ceased to hold office, be as
         valid as if every such person had been duly appointed and qualified and
         continued to hold the office or position of Director, Alternate
         Director or proxy, as the case may be. This Article shall apply equally
         to a case in which there was no appointment as to the case in which
         there was a defective appointment.

28.11    A Director who is present at a meeting of the Directors at which action
         on any matter is taken shall be presumed to have assented to the action
         unless his dissent shall be entered in the minutes of the meeting or he
         shall file his written dissent with the person acting as the secretary
         of the meeting before the adjournment thereof or shall send his written
         dissent to the Registered Office immediately after the meeting,
         provided that this right of dissent shall not apply in the case of a
         Director who voted in favour of the action.

28.12    A resolution in writing, in one or more counterparts, signed by all the
         Directors shall be as valid and effectual as if it had been passed at a
         meeting of the Directors duly called and held.

29.      MINUTES AND REGISTERS

29.01    In accordance with the Statute the Directors shall cause minutes to be
         kept of all resolutions and proceedings of members, whether at general
         meetings, class meetings or otherwise, and of Directors or managers (if
         any), or committees of Directors (if any), whether at meetings or
         otherwise. Such minutes shall be kept in writing at the Registered
         Office or at such other location as the Directors may determine.

                                       22
<PAGE>

29.02    The minutes of a meeting, whether of the members or the Directors or a
         committee of the Directors, when signed by the person acting as the
         chairman of the meeting or by the person acting as the chairman of the
         next following meeting, shall until the contrary be proved be accepted
         as conclusive evidence of the matters stated in the minutes.

29.03    The Directors shall cause to be kept at the Registered Office the
         register of Directors and officers and the register of mortgages and
         charges required by the Statute. Alternate Directors shall be entered
         in the register of Directors and officers.

30.      POWERS OF DIRECTORS

30.01    The business of the Company shall be managed by the Directors, who may
         exercise all such powers of the Company as are not by the Statute or
         these Articles required to be exercised by the Company in general
         meeting, subject nevertheless to any regulations, not inconsistent with
         the Statute or these Articles, prescribed by the Company in general
         meeting. No such regulations made by the Company in general meeting may
         invalidate any prior act of the Directors. This Sub-Article is without
         prejudice to the provisions of these Articles permitting delegation by
         the Directors.

30.02    Notwithstanding that the Statute or the Memorandum of Association may
         permit the Company to pursue objects or exercise powers which are
         charitable or benevolent or otherwise independent of the financial
         interests of the Company itself, the Directors shall not without the
         sanction of a special resolution pursue any such objects or exercise
         any such powers, provided that:

         (a)      this Sub-Article does not apply to the declaration or payment
                  of dividends, the redemption or purchase of shares or the
                  conferring of other benefits upon members in accordance with
                  these Articles;

         (b)      The Directors on behalf of the Company may pay or procure the
                  payment of gratuities, pensions and other benefits to persons
                  who are or were officers or employees of the Company or any
                  associated company, or widows or other dependants of such
                  persons, whether or not the Company has any legal obligation
                  to do so;

         (c)      The Directors may establish, maintain and fund a scholarship
                  programme for the education and advancement of persons meeting
                  such qualifications as the Directors may determine;

         (d)      this Sub-Article does not apply to an action which, though it
                  may in itself be gratuitous, is considered by the Directors to
                  be in the financial interests of the Company;

         (e)      if there is any reasonable doubt as to whether an action is
                  prohibited by this Sub-Article, the Directors' decision, if
                  made in good faith, shall be conclusive.

                                       23
<PAGE>

30.03    The Directors may exercise all the powers of the Company to borrow
         money and to mortgage or charge its undertaking, property and uncalled
         capital or any part thereof by way of fixed charge, floating charge or
         other form of encumbrance, and to issue debentures, debenture stock and
         other securities whether outright or as security for any debt,
         liability or obligation of the Company or of any third party. In the
         case of a charge over the uncalled capital of the Company or any part
         of it, the Directors may delegate to the charge holder (or any person
         acting as his trustee or appointed by him) the power to make calls on
         members in respect of such uncalled capital and to sue in the name of
         the Company or otherwise for the recovery of monies becoming due in
         respect of calls and to give valid receipts for such monies; and such
         powers shall be assignable if expressed to be so.

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

31.      SECRETARY

31.01    The Secretary shall, and one or more assistant secretaries may, be
         appointed by the Directors for such terms, at such remuneration and
         upon such conditions as the Directors think fit. Notwithstanding the
         terms or conditions of appointment, the Secretary and any assistant
         secretary may at any time be removed from office by the Directors.

31.02    Subject to any contrary term or condition of his appointment, an
         assistant secretary may exercise or perform any task or power conferred
         upon the Secretary by the Statute, by these Articles or by resolution
         of the Directors, but shall comply with any proper direction which may
         be given by the Secretary.

31.03    A provision of the Statute or of these Articles requiring or
         authorising anything 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.

32.      COMMITTEES, OFFICERS, ATTORNEYS AND MANAGERS

32.01    The Directors may delegate any of their powers and discretion to
         committees consisting of such of their number as the Directors think
         fit and may at any time revoke any such delegation or discharge any
         such committee either wholly or in part. Every committee so formed
         shall in the exercise of the powers and discretions delegated to it
         conform to any regulations that may from time to time be imposed upon
         it by the Directors. All acts done by any such committee in conformity
         with such regulations and in fulfilment of the purposes for which it is
         appointed, but not otherwise, shall have the like force and effect as
         if done by the Directors. Subject to any regulations made by the
         Directors for this purpose, the meetings and proceedings of such


                                       24
<PAGE>

         committees shall be governed by the provisions of these Articles
         concerning the meetings and proceedings of the Directors, including
         provisions for circular resolutions.

32.02    The Directors may on behalf of the Company appoint from their own
         number or otherwise such officers to perform such duties, to exercise
         such powers and discretions and upon such terms as the Directors think
         fit.

32.03    The Directors may on behalf of the Company by power of attorney under
         the Seal appoint any person or persons, whether nominated directly or
         indirectly by the Directors, to be the attorney or attorneys of the
         Company for such purposes and with such powers and discretion (not
         exceeding those vested in or exercisable by the Directors) and for such
         period and subject to such conditions as the Directors may think fit;
         and any such attorney, if so authorised, may execute deeds and
         instruments on behalf of the Company under his own hand and seal which
         shall bind the Company and have the same effect as if under the Seal of
         the Company.

32.04    The Directors may on behalf of the Company appoint such managers,
         custodians and agents with such duties, powers, and discretions and
         upon such terms as the Directors think fit.

32.05    Any delegation by the Directors pursuant to this Article may be on
         terms permitting sub-delegation.

33.      SEAL

33.01    The Seal shall only be used by the authority of the Directors or of a
         committee of the Directors authorised by the Directors in that behalf;
         and, until otherwise determined by the Directors, the Seal shall be
         affixed in the presence of a Director or the Secretary or an assistant
         secretary or some other person authorised for this purpose by the
         Directors or the committee of Directors.

33.02    Notwithstanding the foregoing Sub-Article the Seal may without further
         authority be affixed by way of authentication to any document required
         to be filed with the Registrar of Companies in the Cayman Islands, and
         may be so affixed by any Director, Secretary or assistant secretary of
         the Company or any other person or institution having authority to file
         the document as aforesaid.

33.03    The Company may have one or more duplicate Seals, as permitted by the
         Statute; and, if the Directors think fit, a duplicate Seal may bear on
         its face the name of the country, territory, district or place where it
         is to be used.

34.      DIVIDENDS AND RESERVES

34.01    Subject to these Articles and subject to any direction of the Company
         in general meeting, the Directors may on behalf of the Company declare


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<PAGE>

         and pay dividends (including interim dividends) at such times and in
         such amounts as they think fit. For the avoidance of doubt it is
         declared that, subject as aforesaid, the Directors may, if it appears
         to them fair and equitable to do so, fix as the record date for a
         dividend a date prior to the declaration of the dividend.

34.02    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, or not in the same
         amount. 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
         Statute.

34.03    The Directors may before declaring a dividend set aside such sums as
         they think fit as a reserve or reserves for any proper purpose. Pending
         application, such sums may be employed in the business of the Company
         or invested, and need not be kept separate from other assets of the
         Company. The Directors may also, without placing the same to reserve,
         carry forward any profit which they decide not to distribute.

34.04    Subject to these Articles and subject to any special dividend rights or
         restrictions for the time being attached to any shares or class of
         shares, if a dividend is declared:

         (a)      every share shall confer on the holder as at the record date
                  the right to participate in the dividend;

         (b)      the dividend shall be declared and paid according to the
                  amounts (other than share premium) paid up on shares as at the
                  record date or, if the Company is an exempted company and its
                  shares have no par value, then on an equal per share basis;

34.05    The Directors may deduct from any dividend all sums of money presently
         payable by the holder to the Company, whether in respect of shares or
         otherwise; and the Directors may retain any dividend on shares over
         which the Company has a lien for any obligation presently due.

34.06    Any dividend or other monies payable in respect of shares may be paid
         by cheque or warrant sent through the post directed to the registered
         address of the holder or, in the case of joint holders, the holder who
         is first named in the Register in respect of the shares; but this
         Sub-Article is without prejudice to any other method of payment which
         the Directors may think appropriate and, in the case of joint holders,
         payment to any one or more of them shall be a good discharge to the
         Company.

34.07    No dividend shall bear interest against the Company.

34.08    With the sanction of an ordinary resolution of the Company (or, as
         regards a dividend payable in respect of a class of shares, an ordinary
         resolution passed at a class meeting), the Directors may determine that


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<PAGE>

         a dividend shall be paid wholly or partly by the distribution of
         specific assets (which may consist of the shares or securities of any
         other company) and may settle all questions concerning such
         distribution. Without limiting the foregoing generality the Directors
         may fix the value of such specific assets, may determine that cash
         payments shall be made to some members in lieu of specific assets and
         may vest any such specific assets in trustees on such terms as the
         Directors think fit.

34.09    With the sanction of an ordinary resolution of the Company (or, as
         regards a dividend payable in respect of a class of shares, an ordinary
         resolution passed at a class meeting), the Directors may determine
         that:

         (a)      the persons entitled to participate in the dividend shall have
                  a right of election to accept shares of the Company credited
                  as fully paid in satisfaction of all or (if the Directors so
                  specify or permit) part of their dividend entitlement; or

         (b)      a dividend shall be satisfied in whole or specified part by an
                  issue of shares of the Company credited as fully paid up,
                  subject to a right of election on the part of persons entitled
                  to participate in the dividend to receive their dividend
                  entitlement wholly or (if the Directors so permit) partly in
                  cash;

         and in either event the Directors may determine all questions that
         arise concerning the right of election, notification thereof to
         members, the basis and terms of issue of shares of the Company and
         otherwise.

34.10    (a)      The Directors shall have the power to cease sending dividend
                  warrants, if such warrants have been returned undelivered or
                  left uncashed, provided that such power shall not be exercised
                  until either such warrants have been so returned or left
                  uncashed on two consecutive occasions or, following one such
                  occasion, reasonable enquiries have failed to establish any
                  new address of the holder;

         (b)      Any dividend that has remained unclaimed for twelve years from
                  the date when it became due for payment shall, if the
                  Directors so resolve, be forfeited and cease to remain owing
                  by the Company;

                  The Directors shall have the power to sell the shares (which
                  shall include the power for the Company to purchase such
                  shares) of any holder who is untraceable, provided that such
                  power shall not be exercisable unless:

                  (i)      during a period of not less than 12 years three
                           dividends in respect of the shares in question have
                           become payable and no dividend during that period has
                           been claimed; and

                  (ii)     on or after the expiry of such period the Company has
                           given notice by such method as the Directors shall
                           deem fit of its intention to sell the shares within
                           the time frame stated therein, and no response is
                           received, save that the Directors in their absolute
                           discretion may dispense with such notice,

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<PAGE>

         and, in the event of such a sale, the Directors shall authorise any one
         or more Directors or Officers of the Company to sign the transfer on
         behalf of any such untraceable holder notwithstanding it being
         unaccompanied by the certificate for the shares to which it relates and
         shall cause the name of name of the purchaser(s) of such share to be
         entered in the Register. The net proceeds of sale of any shares shall
         be held upon trust by the Company, or by such successor trustee as
         shall be appointed by the Directors, for the holder or his estate upon
         such terms, including the remuneration of any such trustee, as the
         Directors, or a liquidator if one is appointed, shall deem fit.

35.      SHARE PREMIUM ACCOUNT

35.01    Subject to any direction from the Company in general meeting, the
         Directors may on behalf of the Company exercise all the powers and
         options conferred on the Company by the Statute in regard to the
         Company's share premium account, save that unless expressly authorised
         by other provisions of these Articles the sanction of an ordinary
         resolution shall be required for any application of the share premium
         account in paying dividends to members.

36.      CAPITALISATION ISSUES

36.01    With the sanction of an ordinary resolution of the Company the
         Directors may on behalf of the Company appropriate any sum standing to
         the credit of the share premium account or capital redemption reserve
         or any sum of profits available for dividend purposes (or credited to
         any reserve set aside from profits which the Directors determine is no
         longer needed, or not in the same amount) to members in the proportions
         in which such sum would have been divisible amongst them if distributed
         by way of dividend, and to apply such sum on their behalf in paying up
         in full unissued shares to be issued to the members in the said
         proportions. The Directors may determine all questions that arise
         concerning a capitalisation issue including the basis and terms of
         issue.

37.      BOOKS OF ACCOUNT

37.01    The Directors shall cause proper books of account to be kept with
         respect to:

         (a)      all sums of money received or expended by the Company and the
                  matters in respect of which the receipt or expenditure takes
                  place;

         (b)      all sales and purchases of goods by the Company;

         (c)      the assets and liabilities of the Company;

         and proper books of account shall not be deemed to be kept with respect
         to the matters aforesaid if there are not kept such books as are
         necessary to give a true and fair view of the state of the Company's
         affairs and to explain its transactions. Such books shall be kept at
         such place or places as the Directors determine.

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<PAGE>

37.02    The Directors shall from time to time determine whether and to what
         extent and at what times and places and under what conditions or
         regulations the accounts and books of the Company or any of them shall
         be open to the inspection of members not being Directors; and no member
         (not being a Director) shall have any right of inspecting any account
         or book or document of the Company except as authorised by the
         Directors or by the Company in general meeting.

37.03    Subject to any waiver by the Company in general meeting of the
         requirements of this Sub-Article, the Directors shall lay before the
         Company in general meeting, or circulate to members, financial
         statements in respect of each financial year of the Company, consisting
         of:

         (a)      a profit and loss account giving a true and fair view of the
                  profit or loss of the Company for the financial year; and

         (b)      a balance sheet giving a true and fair view of the state of
                  affairs of the Company at the end of the financial year;

         together with a report of the Directors reviewing the business of the
         Company during the financial year. The financial statements and the
         Directors' report, together with the auditor's report, if any, shall be
         laid before the Company in general meeting, or circulated to members,
         no later than 180 days after the end of the financial year.

37.04    The financial year of the Company shall run from the anniversary of the
         Company's registration (or, in the case of the first financial year,
         the date of registration) to the day preceding the next such
         anniversary but, subject to any direction of the Company in general
         meeting, the Directors may from time to time prescribe some other
         period to be the financial year, provided that the Directors may not
         without the sanction of an ordinary resolution prescribe or allow any
         financial year longer than eighteen months.

38.      AUDIT

38.01    The Company in general meeting may appoint Auditors to hold office
         until the conclusion of the next Annual General Meeting or earlier
         removal from office by the Company in general meeting; whenever there
         are no Auditors appointed as aforesaid the Directors may appoint
         Auditors to hold office until the conclusion of the next Annual General
         Meeting or earlier removal from office by the Company in general
         meeting. Unless fixed by the Company in general meeting the
         remuneration of the Auditors shall be as determined by the Directors.
         Nothing in this Article shall be construed as making it obligatory to
         appoint Auditors.

38.02    The Auditors shall make a report to the members on the accounts
         examined by them and on every set of financial statements laid before
         the Company in general meeting, or circulated to members, pursuant to
         this Article during the Auditors' tenure of office.

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<PAGE>

38.03    The Auditors shall have right of access at all times to the Company's
         books, accounts and vouchers and shall be entitled to require from the
         Company's Directors and officers such information and explanations as
         the Auditors think necessary for the performance of the Auditors'
         duties; and, if the Auditors fail to obtain all the information and
         explanations which, to the best of their knowledge and belief, are
         necessary for the purposes of their audit, they shall state that fact
         in their report to the members.

38.04    The Auditors shall be entitled to attend any general meeting at which
         any financial statements which have been examined or reported on by
         them are to be laid before the Company and to make any statement or
         explanation they may desire with respect to the financial statements.

39.      WINDING-UP

39.01    In the winding-up of the Company, subject to any special rights or
         restrictions for the time being attached to any shares or any class of
         shares, the assets available for distribution amongst the members as
         such shall be distributed according to the amounts (other than share
         premium) paid up on shares held by them.

39.02    In the winding-up of the Company the Liquidator may, with the sanction
         of a special resolution, determine that any winding-up distribution
         shall be made in whole or part by the distribution of specific assets.

40.      INDEMNITY

40.01    The Directors and officers of the Company and any trustee for the time
         being acting in relation to any of the affairs of the Company and every
         former director, officer, or trustee and their respective heirs,
         executors, administrators and personal representatives (each of such
         persons being referred to in this Article as "indemnified party") shall
         be indemnified out of the assets of the Company from and against all
         actions, proceedings, costs, charges, losses, damages and expenses
         which they or any of them shall or may incur or sustain by reason of
         any act done or omitted in or about the execution of their duties in
         their respective offices or trusts, except any which an indemnified
         party shall incur or sustain by or through his own wilful neglect or
         default; no indemnified party shall be answerable for the acts,
         omissions, neglects or defaults of any other Director, officer, or
         trustee, or for joining in any receipt for the sake of conformity, or
         for the solvency or honesty of any banker or other persons with whom
         any moneys or effects belonging to the Company may be lodged or
         deposited for safe custody, or for any insufficiency of any security
         upon which any monies of the Company may be invested, or for any other
         loss or damage due to any such cause as aforesaid or which may happen
         in or about the execution of his office or trust unless the same shall
         happen through the wilful neglect or default of such indemnified party.



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<PAGE>



41.      NOTICES

41.01    Save as otherwise expressly provided in these Articles, notices by the
         Company pursuant to these Articles shall be in writing and may be given
         personally or by sending the notice by post, telex, telecopy or any
         other method of written communication; and, subject as aforesaid:-

         (a)      when sent by post the notice shall be deemed given sixty hours
                  (or one hundred and twenty hours, if overseas) after posting
                  the notice, postage pre-paid, properly addressed (by airmail,
                  if overseas);

         (b)      a notice sent by telex or telecopy shall be deemed given
                  immediately upon despatch properly addressed; and

         (c)      in any other case (other than delivery in person) the notice
                  shall be deemed given at such time as the Directors estimate
                  the notice should reach the addressee in the ordinary course.

41.02    A notice to a member may be addressed to him at his address shown in
         the Register. In the case of joint holders of a share, notice may be
         given to the holder first named in the Register in respect of the
         share, but notice to any of the joint holders shall be deemed notice to
         all.

41.03    Notice may be given by the Company to the person or persons whom the
         Company has been advised are entitled to a share or shares in
         consequence of the death or bankruptcy of a member or otherwise by
         operation of law, addressed to them by name, or by the title of
         representatives of the deceased, or trustee of the bankrupt, or by any
         like description at the address supplied for that purpose by the
         persons claiming to be so entitled, or at the option of the Company by
         giving the notice in any manner in which the same might have been given
         if the death, bankruptcy or other event had not occurred.

42.      ALTERATION OF ARTICLES

42.01    Subject to the Statute, the Company may from time to time by special
         resolution alter or amend these Articles in whole or in part.



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