COMPANIES ACTS, 1963 TO 2003

                           ---------------------------

                             PUBLIC LIMITED COMPANY

                           ---------------------------


                                (NEW) MEMORANDUM

                                       AND

                             ARTICLES OF ASSOCIATION

                                       OF

                       ELAN FINANCE PUBLIC LIMITED COMPANY

          (AS AMENDED BY SPECIAL RESOLUTION DATED 11TH NOVEMBER, 2004)


                        ---------------------------------

                                INCORPORATED 2004

                        ---------------------------------























                                 A & L GOODBODY





                          COMPANIES ACTS, 1963 TO 2003

                              ---------------------

                             PUBLIC LIMITED COMPANY

                              ---------------------

                         (NEW) MEMORANDUM OF ASSOCIATION

                                       OF

                       ELAN FINANCE PUBLIC LIMITED COMPANY

          (AS AMENDED BY SPECIAL RESOLUTION DATED 11TH NOVEMBER, 2004)

                        --------------------------------


1.     The name of the Company is Elan Finance public limited company.

2.     The objects for which the Company is established are:

       2.1.   To carry on the business of issuing, selling, buying and dealing
              generally in bonds, commercial paper, promissory notes,
              obligations, certificates of deposit, treasury bills, trade bills,
              bills of exchange, bills of lading, bank acceptances, options,
              options certificates, futures, annuities, interests in property,
              monetary instruments, shares, stocks, debentures, debenture stock
              (perpetual or otherwise), letters of credit, circular notes,
              financial and investment instruments and all other instruments and
              securities of all kinds, whether or not transferable of
              negotiable, whether issued at a premium or a discount, with or
              without interest, secured or unsecured or on such other terms as
              the Directors may from time to time in their absolute discretion
              determine.

       2.2.   To carry out all types of financing and refinancing in any
              currency whatsoever and to carry out financing and refinancing of
              every description, whether asset based or not including, without
              limitation, financing and refinancing of financial assets, with or
              without security, financing or refinancing by way of loans,
              acceptances credits, issuance of commercial paper, bank
              placements, leasing, hire-purchase, bailment, rental, purchase and
              sale, conditional sale, credit sale, assignment, novation,
              factoring, discounting, securitisation, unitisation, project
              financing, participation or sub-participation for persons wherever
              situate in any currency whatsoever.

       2.3.   To carry on the business of a holding company and for such purpose
              to acquire and hold, either in the name of the Company or in the
              name of any nominee or agent, any shares, stocks, bonds,
              debentures or debenture stock (whether perpetual or not), loan
              stock, notes, obligations or other securities or assets of any
              kind, whether corporeal or incorporeal, (in this paragraph
              referred to as "Securities") issued or guaranteed by any company
              and similarly to acquire and hold as aforesaid any Securities
              issued or guaranteed by any government, state, ruler,
              commission-





              ers, or other public body or authority (and whether sovereign,
              dependent, national, regional, local or municipal), and to
              acquire any Securities by original subscription, contract,
              tender, purchase, exchange, underwriting, participation in
              syndicates or otherwise and whether or not fully paid up, and to
              subscribe for the same subject to such terms and conditions (if
              any) as may be thought fit and to exercise and enforce all rights
              and powers conferred by or incident to the ownership of any
              Securities including, without limitation, all such powers of veto
              or control as may be conferred by virtue of the holding by the
              Company of some special proportion of the issued or nominal
              amount thereof.

       2.4.   As an object of the Company and as a pursuit in itself or
              otherwise, and whether for the purpose of making a profit or
              avoiding a loss or for any other purchase whatsoever (whether or
              not the Company derives any benefit therefrom), to engage in
              currency exchange and interest rate transactions and any other
              financial or other transactions of whatever nature, including
              (without limiting the foregoing) any transaction for the purposes
              of, or capable of being for the purposes of, avoiding, reducing,
              minimising, hedging against or otherwise managing the risk of any
              loss, cost, expense or liability existing, or which may arise,
              directly or indirectly, from a change or changes in any interest
              rate or currency exchange rate or in the price or value of any
              property, asset, commodity, index or liability or from any other
              risk or factor, including but not limited to dealings, whether
              involving purchases, sales or otherwise, in foreign and Irish
              currency, spot and forward exchange rate contracts, forward rate
              agreements, caps, floors and collars, futures, options, swaps, and
              any other currency interest rate and other hedging arrangements
              and such other instruments as are similar to, or derivatives of,
              any of the foregoing.

       2.5.   To guarantee, indemnify, support or secure, whether by personal
              covenant or by mortgaging or charging all or any part of the
              undertaking, property and assets (present and future) and uncalled
              capital of the Company, or by both such methods, the performance
              of the obligations of, and the repayment or payment of the
              principal amounts of and premiums, interest and dividends on any
              securities of, any person, firm or company, including (without
              prejudice to the generality of the foregoing) any company which is
              for the time being the Company's holding company or another
              subsidiary of the Company's holding company or otherwise
              associated with the Company in business and whether or not the
              Company receives any consideration, benefit or advantage
              therefore.

       2.6.   As a separate and independent object to make voluntary
              dispositions of all or any part of the property and rights of the
              Company and to make gifts thereof or gratuitous payments either
              for no consideration or for a consideration less than the market
              value of such property or rights or the amount of such payment, or
              by all or any such methods.

       2.7.   To remunerate any person or company for services rendered or to be
              rendered in placing or assisting to place or guaranteeing the
              placing of any of the shares in the Company's capital or any
              debentures, debenture stock or other securities of the



                                      -2-




              Company, or in or about the formation or promotion of the Company
              or the conduct of its business and to pay out of the funds of the
              Company all expenses which the Company may lawfully pay in
              respect of or incidental to the formation, registration and
              advertising of or raising money for the Company and the issue of
              its capital, or for contributing to or assisting any issuing
              house or firm or person, either issuing or purchasing, with a
              view to issuing all or any part of the Company's capital, in
              connection with the advertising or offering the same for sale or
              subscription, including brokerage and commissions for obtaining
              applications for or taking, placing, underwriting or procuring
              the underwriting of shares, debentures or debenture stock."

       2.8.   To carry on any other business, except the issuing of policies of
              insurance, which may seem to the Company capable of being
              conveniently carried on in connection with the above, or
              calculated directly or indirectly to enhance the value of or
              render profitable any of the Company's property or rights.

       2.9.   To invest any monies of the Company in such investments and in
              such manner as may from time to time be determined, and to hold,
              sell or deal with such investments and generally to purchase, take
              on lease or in exchange or otherwise acquire any real and personal
              property and rights or privileges.

       2.10.  To subscribe for, take, purchase or otherwise acquire and hold
              shares or other interests in, or securities of any other company
              having objects altogether or in part similar to those of this
              Company or carrying on any business capable of being carried on so
              as, directly or indirectly, to benefit this Company.

       2.11.  To develop and turn to account any land acquired by the Company or
              in which it is interested and in particular by laying out and
              preparing the same for building purposes, constructing, altering,
              pulling down, decorating, maintaining, fitting up and improving
              buildings and conveniences, and by planting, paving, draining,
              farming, cultivating, letting on building lease or building
              agreement and by advancing money to and entering into contracts
              and arrangements of all kinds with builders, tenants and others.

       2.12.  To acquire and undertake the whole or any part of the business,
              property, goodwill and assets of any person, firm or company
              carrying on or proposing to carry on any of the businesses which
              the Company is authorised to carry on, or which can be
              conveniently carried on in connection with the same, or may seem
              calculated directly or indirectly to benefit the Company.

       2.13.  To employ the funds of the Company in the development and
              expansion of the business of the Company and all or any of its
              subsidiary or associated companies and in any other company
              whether now existing or hereafter to be formed and engaged in any
              like business of the Company or any of its subsidiary or
              associated companies or of any other industry ancillary thereto or
              which can conveniently be carried on in connection therewith.



                                      -3-




       2.14.  To lend money to such persons or companies either with or without
              security and upon such terms as may seem expedient.

       2.15.  To borrow or otherwise raise money or carry out any other means of
              financing, whether or not by the issue of stock or other
              securities, and to enter into or issue interest and currency
              hedging and swap agreements, forward rate agreements, interest and
              currency futures or options and other forms of financial
              instruments, and to purchase, redeem or pay off any of the
              foregoing.

       2.16.  To secure the payment of money or other performance of financial
              obligations in such manner as the Company shall think fit, whether
              or not by the issue of debentures or debenture stock, perpetual or
              otherwise, charged upon all or any of the Company's property,
              present or future, including its uncalled capital.

       2.17.  To adopt such means of making known the Company and its products
              and services as may seem expedient.

       2.18.  To sell, improve, manage, develop, exchange, lease, mortgage,
              enfranchise, dispose of, turn to account or otherwise deal with
              all or any part of the property, undertaking, rights or assets of
              the Company and for such consideration as the Company might think
              fit. Generally to purchase, take on lease or in exchange or
              otherwise acquire any real and personal property and rights or
              privileges.

       2.19.  To acquire and carry on any business carried on by a subsidiary or
              a holding Company of the Company or another subsidiary of a
              holding company of the Company.

       2.20.  To provide services of any kind including the carrying on of
              advisory, consultancy, brokerage and agency business of any kind.

       2.21.  To guarantee, grant indemnities in respect of, support or secure,
              whether by personal covenant or by mortgaging or charging all or
              any part of the undertaking, property and assets (present and
              future) and uncalled capital of the Company, or by both such
              methods, the performance of the contracts or obligations of and
              the repayment or payment of the principal amounts of and premiums,
              interest and dividends on any securities of any person, firm or
              company, including (without prejudice to the generality of the
              foregoing) any company which is for the time being the Company's
              holding company as defined by section 155 of the Companies Act,
              1963, or another subsidiary as defined by the said section of the
              Company's holding company or otherwise associated with the Company
              in business notwithstanding the fact that the Company may not
              receive any consideration, advantage or benefit, direct or
              indirect from entering into such guarantee or other arrangement or
              transaction contemplated herein.

       2.22.  To amalgamate with any other company.

       2.23.  To apply for, purchase or otherwise acquire any patents, brevets
              d'invention, licences, trade marks, technology and know-how and
              the like conferring any exclus-



                                      -4-




              ive or non-exclusive or limited right to use or any secret or
              other information as to any invention or technology which may
              seem capable of being used, for any of the purposes of the
              Company or the acquisition of which may seem calculated directly
              or indirectly to benefit the Company, and to use, exercise,
              develop or grant licences in respect of or otherwise turn to
              account the property rights or information so acquired.

       2.24.  To enter into partnership or into any arrangement for sharing
              profits, union of interests, co-operation, joint venture or
              otherwise with any person or company or engage in any business or
              transaction capable of being conducted so as directly or
              indirectly to benefit the Company.

       2.25.  To grant pensions or gratuities (to include death benefits) to any
              officers or employees or ex-officers or ex-employees of the
              Company, or its predecessors in business or the relations,
              families or dependants of any such persons, and to establish or
              support any non-contributory or contributory pension or
              superannuation funds, any associations, institutions, clubs,
              buildings and housing schemes, funds and trusts which may be
              considered calculated to benefit any such persons or otherwise
              advance the interests of the Company or of its members.

       2.26.  To promote any company or companies for the purpose of acquiring
              all or any of the property and liabilities of this Company or for
              any other purpose which may seem directly or indirectly calculated
              to benefit this Company.

       2.27.  To remunerate any person or company for services rendered or to be
              rendered in placing or assisting to place or guaranteeing the
              placing of any of the shares in the Company's capital or any
              debentures, debenture stock or other securities of the Company, or
              in or about the formation or promotion of the Company or the
              conduct of its business.

       2.28.  To draw, make, accept, endorse, discount, execute and issue
              promissory notes, bills of exchange, bills of lading, warrants,
              debentures, letters of credit and other negotiable or transferable
              instruments.

       2.29.  To undertake and execute any trusts the undertaking whereof may
              seem desirable, whether gratuitously or otherwise.

       2.30.  To procure the Company to be registered or recognised in any
              country or place.

       2.31.  To promote freedom of contract and to counteract and discourage
              interference therewith, to join any trade or business federation,
              union or association, with a view to promoting the Company's
              business and safeguarding the same.

       2.32.  To do all or any of the above things in any part of the world as
              principal, agent, contractor, trustee or otherwise, and by or
              through trustees, agents or otherwise and either alone or in
              conjunction with others.

       2.33.  To distribute any of the property of the Company in specie among
              the members.



                                      -5-




       2.34.  To do all such other things as the Company may think incidental or
              conducive to the attainment of the above objects or any of them.

       NOTE A: The objects specified in each paragraph of this clause shall,
       except where otherwise expressed in such paragraph, be in no wise
       limited or restricted by reference to, or inference from, the terms of
       any other paragraph.

       NOTE B: It is hereby declared that the word "company" in this clause
       (except where it refers to this Company) will be deemed to include any
       partnership or other body of persons, whether or not incorporated and
       whether formed in Ireland or elsewhere.

3.     The liability of the members is limited.

4.     The share capital of the Company is (euro)100,000 divided into 100,000
       shares of (euro)1 each.

We, the several persons whose names and addresses are subscribed, wish to be
formed into a company in pursuance of this memorandum of association, and we
agree to take the number of shares in the capital of the Company set opposite
our respective names.

--------------------------------------------------------------------------------

Names, Addresses and Descriptions                           Number of shares
of Subscribers                                              taken by each
                                                            Subscriber
--------------------------------------------------------------------------------

Goodbody Subscriber One Limited               One
North Wall Quay
IFSC
Dublin 1

Limited Liability Company

Goodbody Subscriber Two Limited               One
North Wall Quay
IFSC
Dublin 1

Limited Liability Company

John Olden                                    One
9 Grove Paddock
Blackrock
Co. Dublin

Solicitor




                                      -6-




John Given                                    One
8 Carraig Grennane
Killiney Avenue
Co Dublin

Solicitor

Maire Cunnigham                               One
95 New Row Square
New Row South
Dublin 8

Solicitor

Jeanne Kelly                                  One
51 Mountpleasant Avenue Lower
Ranelagh
Dublin 6

Solicitor

Emma Laffan                                   One
8 Obelisk Grove
St. Augustines Park
Blackrock
Co. Dublin

Solicitor

Total number taken                            Seven

-------------------------------------------------------------------------------

Dated 18 October 2004

Witness to the above signatures:    Margaret White
                                    23 Foxfield Grove
                                    Raheny
                                    Dublin 5












                                      -7-




                          COMPANIES ACTS, 1963 TO 2003

                              ---------------------

                             PUBLIC LIMITED COMPANY

                              ---------------------

                             ARTICLES OF ASSOCIATION

                                       OF

                       ELAN FINANCE PUBLIC LIMITED COMPANY

                        --------------------------------

                                   PRELIMINARY


5.     TABLE A: The regulations in Part I of Table A in the First Schedule to
       the Act (as amended by the Acts) with the exception of regulations 56,
       57, 61, 75 and 110 to 112 will apply to the company subject to the
       alterations herein contained and will, so far as not inconsistent with
       these presents, bind the company and the shareholders.

6.     DEFINITIONS: In these articles, unless the context otherwise requires:

       the 1983 ACT means the Companies (Amendment) Act, 1983;

       the 1990 ACT means the Companies Act, 1990;

       the ACTS means the Companies Acts, 1963 to 2003;

       the AUDITORS means the auditors or auditor for the time being of the
       company;

       IRELAND means Ireland excluding Northern Ireland and all references in
       Table A to "the State" will be construed as meaning references to
       Ireland; and

       TABLE A means Table A in the First Schedule to the Act.

7.     INTERPRETATION:

       7.1.   All references in Table A to the Companies Acts, 1963 to 1983 will
              be construed as references to the Acts.

       7.2.   Unless the contrary is clearly stated, reference to any section of
              any of the Acts is to such section as same may be amended,
              extended or re-enacted (whether before or after the date hereof)
              from time to time.



                                      -8-



       7.3.   Reference to any legislation or document includes that legislation
              or document as amended or supplemented from time to time.

       7.4.   Unless the context otherwise requires, words importing the
              singular include the plural and vice versa, words importing the
              masculine include the feminine, and words importing persons
              include corporations.

       7.5.   Headings are inserted for convenience only and do not affect the
              construction of these articles.

                                  SHARE CAPITAL

8.     CAPITAL STRUCTURE: The capital of the company is (euro)100,000 divided
       into 100,000 ordinary shares of (euro)1 each.

9.     DIRECTORS' AUTHORITY TO ALLOT SHARES: The directors are generally and
       unconditionally authorised to exercise all powers of the company to
       allot relevant securities (as defined for the purposes of section 20
       of the 1983 Act) up to an amount equal to the authorised but unissued
       share capital of the company as at the date of incorporation of the
       company, and such authority will expire five years from that date save
       that the company may before such expiry make an offer or agreement
       which would or might require relevant securities to be allotted after
       such expiry and the directors may allot relevant securities in
       pursuance of such offer or agreement as if the authority conferred
       hereby had not expired.

10.    PURCHASE OF OWN SHARES: Subject to and in accordance with the
       provisions of the Acts, the company may purchase its own shares
       (including any redeemable shares).

                               TRANSFER OF SHARES

11.    The instrument of transfer of a fully paid up share need not be signed
       by or on behalf of the transferee and regulation 22 of Part I of Table
       A will be modified accordingly.

                                GENERAL MEETINGS

12.    GENERAL MEETINGS OUTSIDE IRELAND: The first annual general meeting of
       the company may be held in or outside Ireland. Subsequent annual
       general meetings shall be held in Ireland unless in respect of any
       particular meeting either all the members entitled to attend and vote
       at such meeting consent in writing to its being held elsewhere or a
       resolution providing that it be held elsewhere has been passed at the
       preceding annual general meeting. Extraordinary general meetings may be
       held in or outside Ireland. Regulation 47 of Part I of Table A will not
       apply and regulation 50 will be construed as if the words "within the
       State" were deleted therefrom.

13.    AUDITORS' REQUISITION: An extraordinary general meeting shall be
       convened upon the requisition of the Auditors under the circumstances
       described in section 186 of the 1990 Act, as well as upon the
       requisition described in regulation 50 of Part I of Table A.




                                      -9-




                         PROCEEDINGS AT GENERAL MEETINGS

14.    PROXIES: In regulation 70 of Part I of Table A the words "not less than
       48 hours before the time for holding" and "not less than 48 hours
       before the time appointed for" will be deleted and there shall be
       substituted therefor the words "before the commencement of" on both
       occasions.

15.    POLL: A poll may be demanded at any general meeting by any member
       present in person or by proxy who is entitled to vote thereat and
       regulation 59 of Part I of Table A will be modified accordingly.

                                VOTES OF MEMBERS

16.    For so long as:

       16.1.  the company holds shares as treasury shares; or

       16.2.  any subsidiary of the company holds shares in the company

       the company or the subsidiary as the case may be shall not exercise
       any voting rights in respect of the shares and regulations 63 to 73 of
       Part I of Table A will be modified accordingly.

RESOLUTIONS OF DIRECTORS AND COMMITTEES AT ELECTRONIC MEETINGS

17.

       17.1.  All or any of the Directors, or of the members of a Committee, can
              take part in a meeting of the Directors, or of a Committee as the
              case may be, by the use of conference telephone,
              video-conferencing or other telecommunications equipment designed
              to allow all persons participating to hear each other speak (an
              "Electronic Meeting").

       17.2.  A person taking part in this way will be counted as being present
              at the meeting, and an Electronic Meeting will be considered to be
              a meeting of Directors, or of a Committee as the case may be, for
              the purpose of passing resolutions but not for doing any other act
              or thing which, under specific requirements of the Acts, must be
              done at a meeting of Directors.

       17.3.  The provisions of these regulations, in so far as they relate to
              the summoning of meetings of Directors or of Committees, the
              appointment and powers of a chairman, the transaction of business,
              alternates, quorum, voting, adjournment and the keeping of
              minutes, will apply to an Electronic Meeting as if it were a
              meeting of Directors, or of a Committee as the case may be, at
              which all those taking part were in the physical presence of each
              other.



                                      -10-




               RESOLUTIONS OF DIRECTORS AND COMMITTEES IN WRITING

18.

       18.1.  A resolution in writing signed by each Director (or his alternate)
              will be as valid as if it had been passed at a meeting of the
              Directors duly convened and held. A resolution in writing signed
              by each member of a Committee (or, in the case of a Director, his
              alternate) will be as valid as if it had been passed at a meeting
              of that Committee duly convened and held. Such a resolution may
              consist of one document or two or more documents to the same
              effect each signed by one or more of the signatories.

                                    DIRECTORS

19.    NUMBER OF DIRECTORS: The company will have not less than two directors.
       Regulation 75 of Part I of Table A will not apply.

20.    NO SHARE QUALIFICATION: A director or alternate director will not be
       required to hold any shares in the company by way of qualification, and
       regulation 77 of Part I of Table A will not apply.

21.    DIRECTORS' RIGHT TO ATTEND MEETINGS: A director who is not a member of
       the company will nevertheless be entitled to receive notice of, attend
       and speak at any general meeting or separate meeting of the holders of
       any class of shares, and regulation 136 of Part I of Table A will be
       modified accordingly.

                         POWERS AND DUTIES OF DIRECTORS

22.    POWERS TO BORROW AND GRANT SECURITY: 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 and,
       subject to section 20 of the 1983 Act, 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.
       Regulation 79 of Part I of Table A will not apply.

23.    INTERESTS IN CONTRACTS: The obligations of a director to disclose the
       nature of his interest in any contract or proposed contract with the
       company will apply equally to any shadow director who shall declare his
       interest in the manner prescribed by section 27(3) of the 1990 Act.

24.    DIRECTORS' CONTRACTS: No contract will be entered into by the company
       for the employment of, or the provision of services by, a director or a
       director of a holding company of the company containing a term to which
       section 28 of the 1990 Act applies without obtaining the approval
       provided for in that section, and regulation 85 of Part I of Table A
       will be modified accordingly.



                                      -11-



                          DISQUALIFICATION OF DIRECTORS

25.    The office of director will be ipso facto vacated if the director
       becomes prohibited from being a director of the company by reason of
       any declaration or order made under section 150 or 160 of the 1990 Act,
       as well as under the circumstances described in regulation 91 of Part I
       of Table A.

                            ROTATION AND RE-ELECTION

26.    The directors will not retire at the first annual general meeting or by
       rotation, or require to be re-elected in general meeting following
       appointment by the directors. Regulations 92 to 100 inclusive of Part I
       of Table A will be modified accordingly.

                            PROCEEDINGS OF DIRECTORS

27.    PARTICIPATION IN BOARD MEETINGS BY TELEPHONE: Any director (including
       an alternate) or any member of a committee of directors may
       participate in a meeting of the directors or a committee of directors
       of which he is a member by means of a conference telephone or similar
       communicating equipment whereby all persons participating in the
       meeting can hear each other, and participation in a meeting in this
       manner will be deemed to constitute presence in person (or, as the
       case may be, by alternate) at such meeting but, for the purposes of
       determining whether the quorum for the transaction of business exists,
       any director or committee member in telephonic communication with a
       meeting of directors or of a committee as the case may be will not be
       counted in the quorum, and regulation 102 of Part I of Table A will be
       modified accordingly.

28.    COMMITTEES OF DIRECTORS: The meetings and proceedings of any committee
       formed by the directors will be governed by the provisions of these
       articles regulating the meetings and proceedings of directors so far as
       the same are applicable and are not superseded by any regulations
       imposed on such committee by the directors.

                       RESOLUTIONS IN WRITING BY DIRECTORS

29.    A resolution in writing signed by each director (or his alternate
       director) will be as valid as if it had been passed at a meeting of the
       directors duly convened and held, and may consist of one document or
       two or more documents to the same effect each signed by one or more
       directors (or their alternates or substitutes), and regulation 109 of
       Part I of Table A will be modified accordingly.

                               EXECUTIVE DIRECTORS

30.    The directors may from time to time appoint one or more of themselves
       to be managing director or any other category of executive director for
       such period and on such terms as to remuneration or otherwise as they
       think fit, and, subject to the terms of any agreement entered into in
       any particular case, may revoke such appointment. Regulations 110 and
       111 of Part I of Table A will not apply and regulation 112 will apply
       to all executive directors as it applies to a managing director.



                                      -12-



                               ALTERNATE DIRECTORS

31.     Any director may from time to time appoint any person to be his
        alternate. The alternate will be entitled to attend and vote at any
        meeting of the directors at which the appointer is not personally
        present and, in the absence of the appointer, to exercise all the
        powers, rights, duties and authorities of the appointer as a director
        (other than the right to appoint an alternate hereunder), but will not
        be entitled to be remunerated otherwise than out of the fees of the
        appointer. Any appointment under this Article shall be effected by
        notice in writing given by the appointer to the Secretary. Any
        appointment so made may be revoked at any time by the appointer by
        notice in writing given by the appointer to the Secretary, and an
        alternate's appointment will ipso facto come to an end if for any
        reason the appointer ceases to be a director.

32.    An alternate may exercise all the powers, rights, duties and
       authorities of the director appointing him (other than the right to
       appoint an alternate hereunder).

33.    A person may act as an alternate for more than one director and while
       he is so acting will be entitled to a separate vote for each director
       he is representing and, if he is himself a director, his vote or votes
       as an alternate will be in addition to his own vote. An alternate will
       be counted for the purpose of reckoning whether a quorum is present at
       any meeting attended by him at which he is entitled to vote, but where
       he is himself a director or is the alternate of more than one director
       he will only be counted once for such purpose.

                                    THE SEAL

34.    An alternate who is not also a director will be entitled to sign or
       countersign an instrument to which the seal is affixed as if he were
       the director who appointed him, and regulation 115 of Part I of Table A
       will be modified accordingly.

                                    ACCOUNTS

35.    The company will comply with the provisions of the acts and all other
       relevant legislation with regard to accounts, and regulations 125 to
       129 of Part I of Table A will be modified accordingly.

                            CAPITALISATION OF PROFITS

36.    The reference in regulation 130 to section 64 of the Act will be
       construed as a reference to section 207 of the 1990 Act.

                                    AUDITORS

37.    The Auditors will be appointed and removed and their rights and duties
       regulated in accordance with the Acts. The Auditors will be entitled to
       attend any general meeting and to receive all notices of, and other
       communications relating to, any general meeting which any member is
       entitled to receive, and to be heard on any part of the business which
       concerns them as auditors. Regulation 132 of Part I of Table A will not
       apply.



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                                     NOTICES

38.    A notice to be given by the company to any person entitled to receive
       it (the "Addressee") shall be in writing and may be given to the
       Addressee personally, delivered or posted (properly addressed and
       prepaid) to his registered address or transmitted by telecopier to any
       telecopier number which the Addressee may have furnished to the
       company for the purpose. A notice given in a manner referred to in
       this Article will be deemed to given as follows:

       38.1.  if given to the Addressee personally or delivered, when so given
              or delivered;

       38.2.  if posted, in the case of the notice of a meeting, 24 hours after
              posting or, in any other case, at the time at which the letter
              would be delivered in the ordinary course of post; or

       38.3.  if transmitted by telecopier, when so transmitted provided the
              correct code or telecopier number is received on the transmission
              report.

       Regulation 133 of Table A will not apply.

                                    INDEMNITY

39.    Subject to the Acts, every director, managing director, agent, auditor,
       secretary and other officer for the time being of the company shall be
       indemnified out of the assets of the company against any liability
       incurred by him in defending any proceedings, whether civil or
       criminal, in relation to his acts while acting in such office, in which
       judgment is given in his favour or in which he is acquitted or in
       connection with any application under section 391 of the Act in which
       relief is granted to him by the court. Regulation 138 of Part I of
       Table A will not apply.


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                Names, Addresses and Descriptions of Subscribers

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Goodbody Subscriber One Limited
North Wall Quay
IFSC
Dublin 1

Limited Liability Company

Goodbody Subscriber Two Limited
North Wall Quay
IFSC
Dublin 1

Limited Liability Company




                                      -14-




John Olden
9 Grove Paddock
Blackrock
Co. Dublin

Solicitor

John Given
8 Carraig Grennane
Killiney Avenue
Co Dublin

Solicitor

Maire Cunnigham
95 New Row Square
New Row South
Dublin 8

Solicitor

Jeanne Kelly
51 Mountpleasant Avenue Lower
Ranelagh
Dublin 6

Solicitor

Emma Laffan
8 Obelisk Grove
St. Augustines Park
Blackrock
Co. Dublin

Solicitor


--------------------------------------------------------------------------------

Dated 18 October 2004

Witness to the above signatures:    Margaret White
                                    23 Foxfield Grove
                                    Raheny
                                    Dublin 5










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