EX-99 4 b124.htm AOA EPR ELY POWER LIMITED Art Assoc EPR ELY Power Limited
                             THE COMPANIES ACT 1985

                            COMPANY LIMITED BY SHARES

                     MEMORANDUM AND ARTICLES OF ASSOCIATION

                                       OF

                              EPR ELY POWER LIMITED


1.   The name of the Company is EPR ELY POWER LIMITED.

2.   The registered office of the Company will be situate in England and Wales.

3.   The objects for which the Company is established are:-

(A)  To carry on the  business of a holding  company in all its  branches and to
     coordinate  the policy and  administration  of any subsidiary  company;  to
     carry  on,  participate  in,  undertake  and  perform  all  or  any  of the
     businesses  of general  merchants  and  traders,  cash and credit  traders,
     manufacturers'   agents  and   representatives,   insurance   brokers   and
     consultants,  estate  and  advertising  agents  and  contractors,  mortgage
     brokers,  financial agents,  advisers,  managers and  administrators,  hire
     purchase and general  financiers,  brokers and agents,  commission  agents,
     marketing and business  consultants,  general  storekeepers,  warehousemen,
     discount traders, mail order specialists,  railway, shipping and forwarding
     agents,  shippers,  traders,  capitalists  and  financiers  either  on  the
     Company's own account or otherwise,  printers and  publishers;  haulage and
     transport contractors, garage proprietors, operators, hirers and letters on
     hire of, and dealers in motor and other vehicles,  craft, plant, machinery,
     tools and equipment of all kinds,  importers and exporters,  manufacturers,
     retailers,  wholesalers, buyers, sellers, distributors and shippers of, and
     dealers in all products,  goods,  wares,  merchandise  and produce of every
     description, to participate in, undertake,  perform and carry on all or any
     kinds of  commercial,  industrial,  trading and  financial  operations  and
     enterprises;  to purchase or otherwise acquire and take over any businesses
     or undertakings  which may be deemed expedient,  or to become interested in
     and to  carry  on or  dispose  of,  remove  or put  an end to the  same  or
     otherwise deal with any such  businesses or  undertakings as may be thought
     desirable.

(B)  To carry on any other  business  or trade which in the opinion of the Board
     of Directors may be conveniently or advantageously carried on in connection
     with  or as  ancillary  to any of the  above  businesses  or be  calculated
     directly or indirectly to enhance the value of or render  profitable any of
     the property of the Company or to further any of its objects.

(C)  To purchase,  take  options  over,  take on lease or in  exchange,  hire or
     otherwise  acquire  and hold for any  estate  or  interest  whatsoever  any
     movable  or  immovable   property,   whether  tangible  or  intangible  and
     wheresoever  situate,  which the Board of Directors may think  necessary or
     convenient for the purposes of the business of the Company, and to improve,
     manage,  construct,  repair,  develop,  exchange, let on lease or otherwise
     deal with all or any part of the property and rights of the Company.

(D)  To build, construct, maintain, develop, alter, enlarge, improve, pull down,
     remove or replace any buildings, works, roads, railways, tramways, sidings,
     bridges,   reservoirs,   shops,  stores,  factories,  plant  and  machinery
     necessary  or  convenient  for the business of the Company and to join with
     any person, firm or company in doing any of the things aforesaid.

(E)  To borrow or raise or secure the repayment of moneys raised or borrowed for
     the  purposes of or in  connection  with the business of the Company in any
     manner  and in  particular  to issue  and  deposit  any  mortgage,  charge,
     standard security, lien or other security upon the whole or any part of the
     Company's  undertaking,  property  or assets  (whether  present  or future)
     including its uncalled capital (if any) and to issue at par or at a premium
     or  discount,  and for such  consideration  and with  and  subject  to such
     rights, powers, privileges and conditions as may be thought fit, debentures
     or debenture  stock,  either  permanent or  redeemable  or  repayable,  and
     collaterally  or further to secure any securities of the Company by a trust
     deed or other assurance.

(F)  To issue and deposit any securities which the Company has power to issue by
     way of  mortgage  to secure  any sum less than the  nominal  amount of such
     securities and also by way of security or guarantee for the  performance by
     the Company or any other person firm or company  having  dealings  with the
     Company or in whose  business or  undertakings  the  Company is  interested
     whether  directly or  indirectly  of any contract or  liability  undertaken
     thereby or which may become binding thereon as the case may be.

(G)  To lend  and  advance  money  or give  credit  on such  terms  as may  seem
     expedient and with or without  security to customers  and others,  to enter
     into  guarantees,  contracts of indemnity and  suretyships of all kinds, to
     receive money on deposit or loan upon any terms, to secure or guarantee the
     payment of any sums of money or the  performance  of any  obligation by any
     company, firm or person including any holding company, subsidiary or fellow
     subsidiary  company in any  manner,  and  generally  to act as bankers  for
     customers and others.

(H)  To receive  money on deposit  or loan upon such  terms as the  Company  may
     approve,  and to give guarantees or become security for the obligations and
     contracts of any person,  firm or company  including  the  obligations  and
     contracts of customers.

(I)  To invest and deal with the moneys of the Company not immediately  required
     for the purpose of its business in or upon such  investments and securities
     and in such manner as may from time to time be considered expedient.

(J)  To acquire or undertake  the whole or any part of the  business,  goodwill,
     property,  assets and liabilities 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 carried on in conjunction  therewith
     or which are capable of being  conducted  so as directly or  indirectly  to
     benefit the Company.

(K)  To apply for and take out,  register,  purchase,  or by other means acquire
     and protect,  prolong and renew, whether in the United Kingdom or elsewhere
     any patents, patent rights, brevets d'invention, licences, secret processes
     or information,  trade marks,  designs,  protections and concessions and to
     disclaim,  alter,  modify, use and turn to account and to manufacture under
     or grant licences or privileges in respect of the same whether exclusive or
     non-exclusive,  and to expend  money in  experimenting  upon,  testing  and
     improving  any patents,  inventions or rights which the Company may acquire
     or propose to acquire.

(L)  To draw, make,  accept,  endorse,  discount,  negotiate,  execute and issue
     cheques,  bills of  exchange,  promissory  notes,  bills of lading,  scrip,
     warrants, debentures and other negotiable or transferable instruments.

(M)  To apply for, promote, and obtain any Act of Parliament,  order, or licence
     of the  Department of Trade or other  authority for enabling the Company to
     carry any of its objects into effect or for effecting any  modification  of
     the  Company's  constitution,  or for any  other  purpose  which  may  seem
     calculated directly or indirectly to promote the Company's  interests,  and
     to  oppose  any  proceedings  or  applications  which  may seem  calculated
     directly or indirectly to prejudice the Company's interests.

(N)  To enter  any  arrangements  with any  government  or  authority  (supreme,
     municipal,  local,  or otherwise) that may seem conducive to the attainment
     of the  Company's  objects  or any of  them,  and to  obtain  from any such
     government  or authority  any  charters,  decrees,  rights,  privileges  or
     concessions  which  the  Company  may  think  desirable  and to carry  out,
     exercise, and comply with any such charters,  decrees, rights,  privileges,
     and concessions.

(O)  To enter into any partnerships or joint-purchase arrangement or arrangement
     for sharing profits,  union of interests or co-operation  with any company,
     firm or person carrying on or proposing to carry on any business which this
     Company is authorised to carry on or any business or transaction capable of
     being conducted so as directly or indirectly to benefit the Company, and to
     acquire and hold, sell, deal with or dispose of shares, stock or securities
     of any such  company,  firm or person and to  guarantee  the  contracts  or
     liabilities of, or the payment of the dividends, interest or capital of any
     shares,  stock or  securities  of and to subsidise or otherwise  assist any
     such.

(P)  To control, manage, finance, subsidise, co-ordinate or otherwise assist any
     company  or  companies  in  which  the  Company  has a direct  or  indirect
     financial  interest,  to provide  secretarial,  administrative,  technical,
     commercial  and other  services  and  facilities  of all kinds for any such
     company or companies and to make payments by way of subvention or otherwise
     and any other  arrangements  which may seem  desirable  in  respect  of any
     business or  operations  of or generally in relation to any such company or
     companies.

(Q)  To  subscribe  for,  take,  purchase or  otherwise  acquire and hold shares
     stocks,  debentures,  debenture  stocks,  bonds  or other  interests  in or
     securities  of any  other  company  having  objects  altogether  or in part
     similar to those of the  Company or  carrying  on any  business  capable of
     being  carried on so as  directly or  indirectly  to benefit the Company or
     enhance the value of any of its property and to co-  ordinate,  finance and
     manage the  business  and  operations  of any  company in which the Company
     holds any such interest.

(R)  To  establish  finance or promote or concur in  establishing  financing  or
     promoting  any other  company for the purpose of acquiring the whole or any
     part of the business or property or undertaking  or any of the  liabilities
     of the Company,  or of  undertaking  any business or  operations  which may
     directly or indirectly appear likely to assist or benefit the Company or to
     enhance the value of any  property or business of the Company and to issue,
     place,  underwrite or guarantee the subscription of, or concur or assist in
     the issuing or placing,  underwriting or guaranteeing  the  subscription of
     shares,  debentures,  debenture stock,  bonds, stocks and securities of any
     company,  whether limited or unlimited or incorporated by Act of Parliament
     or  otherwise,  at such  times and upon such  terms  and  conditions  as to
     remuneration  and otherwise as may be agreed upon and to hold or dispose of
     such  shares or  securities  or  guarantee  the  payment of the  dividends,
     interest or capital of any such shares or securities issued by or any other
     obligations of any such company.

(S)  To sell, exchange,  lease, licence, turn to account or otherwise dispose of
     the  whole or any  part of the  business  property  or  undertaking  of the
     Company,  either  together or in portions  and to accept  payment  therefor
     either in cash, by instalments or otherwise,  or in fully or partly paid-up
     shares of any company or corporation  formed or to be formed for purchasing
     the same (with or  without  deferred  or  preferred  or  special  rights or
     restrictions  in respect  of  dividend,  repayment  of  capital,  voting or
     otherwise)  or in debentures  or mortgage  debentures  or debenture  stock,
     mortgages or other securities of any such company or corporation, or partly
     in one mode and  partly in  another,  and  generally  on such  terms as the
     Company may determine,  and to hold,  dispose of or otherwise deal with any
     shares, stock or securities so acquired.

(T)  To the extent permitted by law to give financial assistance for the purpose
     of the  acquisition of shares of the Company or of any company of which the
     Company is a subsidiary  and for the purpose of reducing or  discharging  a
     liability  incurred for the purpose of such an acquisition and to give such
     assistance by means of a gift, loan or guarantee,  indemnity, the provision
     of security or otherwise.

(U)  To remunerate any person, firm or company rendering services to the Company
     either  by cash  payment  or by the  allotment  to him or them of shares or
     other  securities of the Company  credited as paid up in full or in part or
     otherwise as may be thought expedient.

(V)  To pay all or any  expenses  incurred  in  connection  with the  promotion,
     formation and  incorporation  of the Company,  or of any company  formed or
     promoted by the Company

     or to contract with any person, firm or company to pay the same, and to pay
     commissions  to brokers and others for  underwriting,  placing,  selling or
     guaranteeing  the  subscription  of any shares or other  securities  of the
     Company.

(W)  To support or subscribe to any charitable, benevolent or useful object of a
     public   character  and  to   establish,   support  and  subscribe  to  any
     association,  institution,  society,  fund  or  club  which  may be for the
     benefit  of the  Company  or its  Directors,  ex-Directors,  employees,  or
     ex-employees  or may be connected  with any town or place where the Company
     carries on  business;  to give or award  pensions,  annuities,  gratuities,
     bonuses and  superannuation  or other  allowances or benefits or charitable
     aid and generally to provide  advantages,  facilities  and services for any
     persons who are or have been Directors of, or who are or have been employed
     by, or who are serving or have served the Company,  or of any company which
     is a subsidiary  of the Company or the holding  company of the Company or a
     fellow  subsidiary  of the Company or the  predecessors  in business of the
     Company or of any such subsidiary, holding or fellow subsidiary company and
     to the wives,  widows,  children and other relatives and dependants of such
     persons; to make payments towards insurance for the benefit of such persons
     as aforesaid;  and to set up, establish support and maintain superannuation
     and other funds or schemes (whether  contributory or non-contributory)  for
     the benefit of any of such persons and of their wives, widows, children and
     other  relatives  and  dependants;  and to set up,  establish,  support and
     maintain  profit  sharing,  share purchase and share option schemes for the
     benefit of any of the  employees or Directors of the Company or of any such
     subsidiary,  holding or fellow subsidiary  company and to lend money to any
     such employees or to trustees on their behalf to enable any such schemes to
     be established or maintained.

(X)  To distribute  among the members in specie any property of the Company,  or
     any proceeds of sale or disposal of any  property of the  Company,  and for
     such purpose to distinguish and separate  capital  profits,  but so that no
     distribution  amounting  to a reduction  of capital be made except with the
     sanction (if any) for the time being required by law.

(Y)  To procure the Company to be  registered  or  recognised in any part of the
     world and to do all or any of the things or matters  aforesaid  in any part
     of the  world and  either as  principals,  agents,  trustees,  contractors,
     sub-contractors   or  otherwise,   and  by  or  through  agents,   brokers,
     sub-contractors,  trustees or otherwise and either alone or in  conjunction
     with others.

(Z)  To do all such  things  as may be deemed  incidental  or  conducive  to the
     attainment of the Company's objects or any of them.

     The  objects  set  forth in each  sub-clause  of this  Clause  shall not be
     restrictively  construed  but the  widest  interpretations  shall  be given
     thereto,  and they  shall  not,  except  where  the  context  expressly  so
     requires,  be in any way limited or restricted by reference to or inference
     from any other object or objects set forth in such  sub-clause  or from the
     terms of any other sub-clause or from the name of the Company. None of such
     sub-clauses  or the  object or  objects  therein  specified  or the  powers
     thereby conferred shall be deemed subsidiary or ancillary to the objects or
     powers  mentioned in any other  sub-clause,  but the Company  shall have as
     full a  power  to  exercise  all or any  of the  objects  conferred  by and
     provided in each of the said  sub-clauses as if each  sub-clause  contained
     the  objects of a separate  company.  The word  "company"  in this  Clause,
     except where used in  reference to the Company,  shall be deemed to include
     any  partnership  or  other  body  of  persons,   whether  incorporated  or
     unincorporated and whether domiciled in the United Kingdom or elsewhere.

4.   The liability of the members is limited.

5.   The share capital of the Company is £7,714,286 divided into 7,714,286
     shares of £1 each.

We, the several persons whose names and addresses are  subscribed,  are desirous
of being formed into a Company in pursuance of this  Memorandum of  Association,
and we  respectively  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 agreed
Subscribers                                        to be taken by each
                                                   Subscriber
___________________________________________________

Rachelle Sellek                                    One
Fitzalan House
Fitzalan Road
Cardiff
CF2 1XZ

Solicitor

Yu-Ho Cheung                                       One
Fitzalan House
Fitzalan Road
Cardiff
CF2 1XZ

Solicitor

Dated the 26th day of June 1998


Witness to the above signatures:-

                                                   Dawn Gillard
                                                   Fitzalan House
                                                   Fitzalan Road
                                                   Cardiff
                                                   CF2 1XZ
                                                   Secretary



                             The Companies Act 1985

                        PRIVATE COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       of

                              EPR ELY POWER LIMITED

1    Preliminary

     The  regulations  contained  in Table A in the  Schedule  to the  Companies
     (Tables A to F) Regulations  1985 in force at the time of adoption of these
     Articles (such Table being hereinafter called "Table A") shall apply to the
     Company save in so far as they are excluded or varied by these Articles and
     such  regulations  (save as so excluded or varied) and these Articles shall
     be the regulations of the Company.

2    Interpretation

     In  these  Articles  and in  Table A the  following  expressions  have  the
     following meanings unless inconsistent with the context:-

     "the Act"                The Companies Act 1985 including any statutory
                              modification or re-enactment thereof for the time
                              being in force

     "A" preference shares"   Together the "A1" preference shares and the "A2"
                              preference shares

     "A1" preference shares"  The "A1" redeemable preference shares of
                              £1.00 each

     "A2" preference shares"  The "A2" redeemable preference shares of
                              £1.00 each

     "these Articles"         These Articles of Association, whether as
                              originally adopted or as from time to time
                              altered by special resolution

     "B" preference shares"   The "B" redeemable preference shares of
                              £1.00 each

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

     "the Completion Date"    The Completion Date as defined in the Equity
                              Contribution Agreement.

     "the Credit Agreement"   The Credit Agreement as defined in the Equity
                              Contribution Agreement

     "the directors"          The directors for the time being of the Company or
                              (as the context shall require) any of them acting
                              as the board of directors of the Company

     "Equity                  The equity contribution agreement entered into on
                              the Contribution Agreement" date of adoption of
                              these Articles in relation to shares in the
                              Company

     "executed"               Includes any mode of execution

     "the holder"             In relation to shares means the member whose name
                              is entered in the register of members as the
                              holder of the shares

     "office"                 The registered office of the Company

     "ordinary shares"        The ordinary shares of £1.00 each

     "preference shares"      Together the "A1" preference shares, the "A2"
                              preference shares and the "B" preference shares

                              "seal" The common seal of the Company (if any)

     "secretary"              The secretary of the Company or any other person
                              appointed to perform the duties of the secretary
                              of the Company, including a joint, assistant or
                              deputy secretary

     "share"                  Includes any interest in a share

     "the United Kingdom"     Great Britain and Northern Ireland.

     Unless the context otherwise  requires,  words or expressions  contained in
     these  Articles  and in  Table A bear the  same  meaning  as in the Act but
     excluding  any  statutory  modification  thereof  not in force  when  these
     Articles  become binding on the Company.  Regulation 1 of Table A shall not
     apply to the Company.

3    Share capital

     3.1  The authorised share capital of the Company at the time of adoption of
          these  Articles is £  7,714,286  divided into  714,286  ordinary
          shares,  1,500,000 "A1" preference  shares,  1,500,000 "A2" preference
          shares and 4,000,000 "B" preference shares.

     3.2  Save as may be  provided by  regulation  110 of Table A and subject to
          any  contrary  direction  given by the  Company in general  meeting by
          special  resolution  and save as  provided  in  Article  3.3 below all
          shares which are  comprised  in the  authorised  share  capital of the
          Company from time to time which the  directors  propose to issue shall
          first be offered, at par or at a premium and upon such other terms and
          conditions  as the  directors  may  determine,  to the members who are
          holders  of the same class of shares as those to be issued at the time
          of the offer in  proportion  to the number of the  existing  shares of
          that class held by them  respectively and at the same price. Each such
          offer shall be made by notice specifying the total number and class of
          shares being offered to the members  holding shares of that class as a
          whole, the  proportionate  entitlement of the member to whom the offer
          is made and the price per share and shall require each member to state
          in  writing  within a period  (not  being  less  than  fourteen  days)
          specified in the notice  whether he is willing to take any and, if so,
          what  maximum  number  of the  said  shares  up to  his  proportionate
          entitlement.  An offer, if not accepted within the period specified as
          regards  any shares,  will be deemed to be  declined as regards  those
          shares. After the expiration of such period, those shares so deemed to
          be declined shall be offered in proportion as aforesaid to the persons
          holding  shares of the same class who have,  within  the said  period,
          accepted all the shares  offered to them;  such further offer shall be
          made in like terms in the same  manner and limited by a like period as
          the original offer. Any shares not accepted  pursuant to such offer or
          further  offer  as  aforesaid  or not  capable  of  being  offered  as
          aforesaid  except by way of fractions shall not be issued.  Any shares
          released  from the  provisions  of this  Article  by any such  special
          resolution as aforesaid  shall be under the control of the  directors,
          who may allot,  grant options over or otherwise dispose of the same to
          such persons,  on such terms, and in such manner as they think fit. No
          share  shall be issued at a  discount  or  otherwise  in breach of the
          provisions of these Articles or of the Act.

     3.3  The  provisions  of  Article  3.2  shall  not  apply to the  issue and
          allotment of the ordinary shares and preference  shares in the Company
          expressly provided for in the Equity Contribution Agreement.

     3.4  Subject to any special rights conferred upon the holders of any shares
          or class of shares,  any share in the  Company  may be issued  with or
          have attached thereto such preferred, deferred or other special rights
          or such restrictions, whether in regard to dividend, voting, return of
          capital  or  otherwise  as  the  Company  may  by  special  resolution
          determine.

     3.5  Subject to the Act, any  preference  shares may be issued on the terms
          that they are, or at the option of the Company are to be liable, to be
          redeemed  on such  terms  and in such  manner  as the  Company  may by
          special resolution determine.

4    Rights of preference shares

     The rights attaching to the preference shares are as follows:-

     4.1  as regards capital:-

          on a return of capital on  liquidation  or otherwise the assets of the
          Company available for distribution  among the members shall be applied
          first in repaying to the  holders of the  preference  shares an amount
          equal to the par value of such shares but the preference  shares shall
          not  entitle  the  holders  thereof to any  further or other  right of
          participation in the assets of the Company;

     4.2  as regards redemption of the "A" preference shares:-

          the Company  shall  (subject to the  provisions of the Act) redeem the
          "A1"  preference  shares and the "A2"  preference  shares (which shall
          rank as one class of shares for the purposes of  redemption) at par in
          six  equal  half  yearly  installments  payable  in each of the  three
          following years commencing six months after the twelfth anniversary of
          the Completion  Date provided that where there is more than one holder
          of either class of "A" preference shares the shares of each such class
          to be redeemed  shall be redeemed in  proportion to the number of that
          class of "A" preference shares held by each such holder respectively.

     4.3  as regards redemption of the "B" preference shares:-

          the Company  shall  (subject to the  provisions of the Act) redeem the
          "B" preference shares at par in six equal annual installments  payable
          in each of the six years commencing on the seventh  anniversary of the
          Completion  Date  provided that where there is more than one holder of
          "B" preference  shares the "B" preference  shares shall be redeemed in
          proportion  to the number of "B"  preference  shares held by each such
          holder respectively.

     4.4  any notice of redemption  shall specify the class and number of shares
          to be redeemed,  the date fixed for  redemption and the place at which
          the  certificates  for such shares are to be presented for  redemption
          and upon such date each of the holders of the shares  concerned  shall
          be bound to deliver to the Company at such place the  certificates for
          such of the  preference  shares  concerned as are held by him in order
          that the same may be  cancelled.  Upon such delivery the Company shall
          pay to such holder (or,  in the case of joint  holders,  to the holder
          whose name stands first in the register in respect of such shares) the
          amount then due to him in respect of such redemption;

     4.5  notwithstanding  any other  provision of these  Articles,  each of the
          preference  shares not  previously  redeemed  shall be redeemed on the
          sixteenth  anniversary of the Completion Date or as soon thereafter as
          the Company shall be able to comply with the  provisions of the Act as
          to redemption at par, in accordance  with the foregoing  provisions of
          this Article 4 so far as the same are applicable;

     4.6  as  regards  dividends  the  profits  of  the  Company  available  for
          distribution  shall be used to pay dividends in the following order of
          priority:-

          4.6.1firstly in paying to the holders of the "B"  preference  shares a
               fixed dividend of 10.5% per annum accruing from 1 September 2000.
               Such  dividends  shall  be  paid  half-yearly  on or as  soon  as
               reasonably  practicable  after each record date being 28 February
               and 31 August in each year  provided  that if any such  dividends
               are not paid on the due date interest  shall accrue on the amount
               of the unpaid  dividends at the rate of 10.5% per annum  accruing
               on a daily basis from the date that such dividends were due to be
               paid  until  the date of  payment  (whether  before  or after any
               judgement);

          4.6.2secondly in paying to the holders of the ordinary  shares and the
               "A" preference  shares such amount as the directors may determine
               provided that:-

               4.6.2.1 there are no arrears of any dividends previously declared
                    or unpaid interest on any such dividends;

               4.6.2.2 the  ordinary  shares,  the "A1" and the "A2"  preference
                    shares  shall  subject to Article  4.6.2.3 rank as one class
                    for  the  purpose  of the  declaration  and  payment  of any
                    dividends;

               4.6.2.3 the directors  shall pay dividends on the "A2" preference
                    shares equal to three sevenths of such dividends as are paid
                    on the "A1" preference shares

               provided  always  that  the  payment  of any  dividends  shall be
               subject to the  restrictions  contained in the Credit  Agreement,
               the Inter-creditor  Deed (as defined in the Credit Agreement) and
               the Equity Contribution Agreement;

     4.7  as regards voting:-

               the  preference  shares  shall not carry any right to attend  and
               vote at general meetings of the Company.

5    Modification of class rights

     Subject  to the Act,  all or any of the  special  rights for the time being
     attached to any class of shares for the time being  issued may from time to
     time (whether or not the Company is being wound up) be altered or abrogated
     with the  consent  in  writing  of the  holders of not less than 75% of the
     issued  shares  of that  class or with  the  sanction  of an  extraordinary
     resolution  passed at a separate  general  meeting  of the  holders of such
     shares.  To any such  separate  general  meeting all the  provisions of the
     regulations  of the Company as to general  meetings  of the  Company  shall
     mutatis  mutandis  apply,  but so that the  necessary  quorum  shall be two
     persons at least holding or  representing by proxy not less than 75% of the
     issued  shares of the class.  If such  separate  meeting shall be adjourned
     owing to the absence of a quorum and if at the  adjourned  meeting a quorum
     shall not be present within  half-an-hour  from the time appointed for such
     adjourned  meeting  the holder or holders of shares of the class  concerned
     who are  present in person or by proxy  shall  constitute  a quorum.  Every
     holder of shares of the class  shall be  entitled on a poll to one vote for
     every such share held by him and any holder of shares of the class  present
     in person or by proxy may demand a poll.

6    Lien

     The Company  shall have a first and paramount  lien on all shares,  whether
     fully paid or not,  standing  registered in the name of any person indebted
     or under liability to the Company,  whether he shall be the sole registered
     holder thereof or shall be one of two or more joint holders, for all moneys
     presently  payable  by him or his estate to the  Company  whether or not in
     respect  of the  shares  in  question.  Regulation  8 of  Table A shall  be
     modified accordingly.

7    Calls on shares and forfeiture

     There shall be added at the end of the first  sentence of  regulation 18 of
     Table A, so as to  increase  the  liability  of any  member in  default  in
     respect of a call,  the words "and all expenses that may have been incurred
     by the Company by reason of such non-payment".

8    Transfer of shares

          8.A.1Where any  person is the  holder of shares in more than one class
               and he gives a transfer  notice  under  Article 8.1 in respect of
               shares in one of such classes (the "prime  transfer  notice") but
               not in  respect of shares in every  other  class of which he is a
               member,  he shall be deemed to have also given a transfer  notice
               (a  "secondary  transfer  notice")  in  respect of shares in each
               other class of shares of which he is a member  specifying in each
               such  secondary  transfer  notice as the number of shares in such
               class which he is willing to sell that number of shares  which is
               equal to the total  number of shares in that  class  held by such
               person  at the  date of  giving  the  secondary  transfer  notice
               reduced  by the same  proportion  (in  percentage  terms)  as the
               number of shares  specified  as being  available  for sale in the
               prime transfer notice bears to the total number of shares held by
               such  person at such  date in the  class of shares  which are the
               subject of the prime  transfer  notice.  For the  purposes of the
               following  provisions  of  this  Article  8  any  reference  to a
               transfer  notice  shall  mean a prime  transfer  notice  and each
               secondary transfer notice severally.

          8.A.2The directors  shall not register a transfer  pursuant to a prime
               transfer notice or a secondary transfer notice unless at the time
               of  transfer  of such  shares  such  purchasing  class  member or
               purchasing  member or third party  purchaser also acquired shares
               in each other  class of shares in respect of which the  proposing
               transferor  shall have given notice to the Company as required by
               Article 8.A.1,  the number of shares to be acquired in respect of
               each such class being that  properly  specified  in the  relevant
               transfer  notice given by the proposing  transferor in accordance
               with Article 8.A.1.

          8.A.3The  proposing  transferor  and the  purchasing  class  member or
               purchasing  member or third party purchaser and the Company shall
               each use their  respective  best  endeavours  to ensure  that the
               application  of the  provisions  of  Article 8 in  respect of the
               prime transfer notice and each secondary transfer notice shall be
               effected contemporaneously so far as practicable.  If a proposing
               transferor  gives a transfer notice in respect of shares which he
               holds in each  class  of  shares  of  which he is a class  member
               simultaneously  the  transfer  notice in respect of the  ordinary
               shares which he holds shall be deemed the prime transfer notice.

     8.1  Any person (hereinafter called "the proposing  transferor")  proposing
          to  transfer  any  shares of any class  shall  give  notice in writing
          (hereinafter  called "the  transfer  notice")  to the Company  that he
          desires to  transfer  the same and  specifying  the price per share at
          which he is willing to sell them. The transfer notice shall constitute
          the Company the agent of the proposing  transferor for the sale of all
          (but not some only) of the shares  comprised  in the  transfer  notice
          together  with all  rights  then  attached  thereto  to any  member or
          members  holding  shares of the same class as those  comprised  in the
          transfer notice and willing to purchase the same  (hereinafter  called
          "purchasing  class members") at the price specified  therein or at the
          fair value  determined in accordance with Article 8.3 (whichever shall
          be the  lower).  A  transfer  notice  shall not (save as  provided  in
          Article  8.3) be revocable  except with the sanction of the  directors
          and shall be  comprised  of one class of share  only so that  separate
          transfer  notices are  required in respect of  proposed  transfers  of
          separate classes of shares.

     8.2  The shares  comprised in any  transfer  notice shall be offered to the
          members  (other than the proposing  transferor)  holding shares of the
          same class as those  comprised  in the  transfer  notice  (hereinafter
          called  "class  members")  as  nearly as may be in  proportion  to the
          number of shares of the said class held by them respectively  provided
          that if at the date a  transfer  notice is given in  respect of either
          class of "A"  preference  shares  there is no  member  other  than the
          proposing  transferor  who  holds  shares  of the  same  class  of "A"
          preference  shares  comprised in the transfer notice then both classes
          of "A"  preference  shares  shall  rank as one class of shares for the
          purposes of this  Article  8.2.  Such offer shall be made by notice in
          writing  (hereinafter  called "the offer  notice")  within  seven days
          after the receipt by the  Company of the  transfer  notice.  The offer
          notice shall:-

          8.2.1state the identity of the  proposing  transferor,  the number and
               class of shares  comprised in the transfer  notice (in accordance
               with  Article  8.A.1)  and the price per share  specified  in the
               transfer  notice  and inform the class  members  that  shares are
               offered to them in accordance with the provisions of this Article
               8.2;

          8.2.2contain a  statement  to the effect  that the shares are  offered
               only in the  proportion  referred to in the  opening  sentence of
               this Article 8.2 ;

          8.2.3contain a statement  of the right of each class member to request
               a  certificate  of fair value under Article 8.3, the form of such
               statement  to be as near as  circumstances  permit to that of the
               first sentence of that Article;

          8.2.4contain a  statement  to the  effect  that each of the  shares in
               question  is being  offered to class  members at the lower of the
               price  specified in the transfer  notice and (if  applicable) its
               fair value certified in accordance with Article 8.3;

          8.2.5state the  period in which the offer may be  accepted  if no such
               certificate  of fair  value is  requested  (not  being  less than
               twenty-two days or more than forty-two days after the date of the
               offer notice); and

          8.2.6contain a statement to the effect that, if such a certificate  of
               fair  value  is  requested,   the  offer  will  remain  open  for
               acceptance  until  the  expiry  of  a  period  of  fourteen  days
               commencing on the date of the notice of the certified  fair value
               given to class  members  pursuant  to  Article  8.3 or until  the
               expiry of the period  referred to in Article  8.2.5  whichever is
               the later.

     For the purpose of this  Article an offer shall be deemed to be accepted on
     the day on which the  acceptance is received by the Company.  If any shares
     shall not be capable of being offered to the class members in proportion to
     their  existing  holdings,  except by way of  fractions  the same  shall be
     offered to the class members,  or some of them, in such  proportions as the
     directors may think fit.

     8.3  Any class  member may, not later than eight days after the date of the
          offer notice, serve on the Company a notice in writing requesting that
          the auditors for the time being of the Company  certify in writing the
          sum which in their  opinion  represents  the fair  value of each share
          comprised in the transfer notice as at the date of the transfer notice
          on the basis of a willing seller and a willing buyer.  If the auditors
          decline such  appointment at their  discretion then a person nominated
          by the  President  for the time being of the  Institute  of  Chartered
          Accountants  in the  country  of the  situation  of the  office on the
          application  of the  directors  or any  class  member on behalf of the
          Company shall be instructed to give such certificate and any following
          reference in these  Articles to the auditors  shall include any person
          so nominated.  Forthwith upon receipt of such notice the Company shall
          instruct  the  auditors  to  certify  as  aforesaid  and the  costs of
          producing such  certificate  shall be apportioned  among the proposing
          transferor  and the  purchasing  class members and borne by any one or
          more  of them as the  auditors  in  their  absolute  discretion  shall
          decide.  Subject as  provided  below in  certifying  the fair value as
          aforesaid:-

          8.3.1the auditors shall be entitled to obtain professional  valuations
               in respect of any of the Company's assets and shall be considered
               to be acting as experts and not as  arbitrators  or arbiters  and
               accordingly  any  provisions  of  law  or  statute   relating  to
               arbitration shall not apply; and

          8.3.2the auditors  shall value each share on the basis of the value of
               (i) the  Company as a going  concern at the date of the  transfer
               notice (after taking into account any contingent liability of the
               Company  for  taxation  on  unrealised   capital  gains  and  any
               contingent taxation); (ii) the right attaching to each such share
               including  without  limitation  in respect of accrued  but unpaid
               interest;  and (iii)  without any discount  for a minority  share
               holding.

          Provided  that if a third party  purchaser has offered to acquire from
          the  proposing  transferor  all the shares  comprised  in the transfer
          notice and the proposing transferor provides evidence  satisfactory to
          the  purchasing  class  members  that  such  agreement  is a bona fide
          agreement,  then the fair value of such  shares  shall be deemed to be
          the price which the third party  purchaser  has offered to pay and the
          auditors  shall  certify the fair value  accordingly.  Forthwith  upon
          receipt of the  certificate  of the  auditors,  the  Company  shall by
          notice in writing inform all class members of the certified fair value
          of each share and of the price per share (being the lower of the price
          specified in the transfer  notice and the certified fair value of each
          share)  at which the  shares  comprised  in the  transfer  notice  are
          offered for sale. A transfer  notice may be withdrawn by the proposing
          transferor by written  notice to the Company within 10 days of receipt
          of the Company's  written  notice  confirming all class members of the
          certified fair value of each share if the same is lower than the price
          specified in the transfer notice and the proposing transferee does not
          wish to sell the shares the subject of the transfer notice at the fair
          value. In this event the proposing  transferor shall pay the auditors'
          costs in producing the certified fair value.

     8.4  If  purchasing  class  members  shall  be  found  for all  the  shares
          comprised  in  the  transfer  notice  within  the  appropriate  period
          specified  in  Article  8.2,  and the  transfer  notice  has not  been
          withdrawn  pursuant to Article  8.3 above the Company  shall not later
          than  seven  days after the  expiry of such  appropriate  period  give
          notice  in  writing  (hereinafter  called  "the sale  notice")  to the
          proposing  transferor  specifying the purchasing class members and the
          proposing  transferor  shall be bound upon payment of the price due in
          respect of all the shares comprised in the transfer notice to transfer
          the shares to the purchasing class members.

     8.5  If  the  Company  shall  not  give  a sale  notice  to  the  proposing
          transferor  within the time specified in Article 8.4 or subject to the
          proviso contained in Article 8.2 if at the date of the transfer notice
          there is no  member  other  than the  proposing  transferor  who holds
          shares of the same class as those  comprised in the  transfer  notice,
          the transfer  notice shall  thenceforth  be deemed to  constitute  the
          Company the agent of the proposing transferor for the sale of all (but
          not some only) of the shares comprised in the transfer notice together
          with all rights then attached thereto to any member or members willing
          to  purchase  the same  (whether  or not a class  member) at the price
          specified  therein or at the fair value  certified in accordance  with
          Article  8.3  (whichever  shall be the  lower).  In any such  case the
          provisions  of Articles  8.2 to 8.4  (inclusive)  shall apply  mutatis
          mutandis as if references therein to class members were to members (of
          whatever  class) and  references to  purchasing  class members were to
          purchasing  members  (of  whatever  class)  and as if the  period  for
          service of the offer notice  referred to in Article 8.2 was the period
          of seven days  immediately  following  the  expiry of the  appropriate
          period  for  service  of a sale  notice on  purchasing  class  members
          without such a sale notice being served.

     8.6  Notwithstanding  the  provisions  of  Article  8.5 but  subject to the
          provisions of Article 8.8, if purchasing class members shall have been
          found for some only of the shares  comprised  in the  transfer  notice
          pursuant to Article 8.2 the claims of such  purchasing  class  members
          made pursuant to Article 8.2 shall first be satisfied in preference to
          the claims of members of any other class made pursuant to Article 8.5.

     8.7  If in any case the proposing  transferor  after having become bound in
          accordance  with the  provisions of this Article 8 to transfer  shares
          makes default in transferring  any such shares the Company may receive
          the  purchase  money on his behalf and may  authorise  some  person to
          execute a transfer of such shares on behalf of and as attorney for the
          proposing  transferor  in favour  of the  purchasing  class  member or
          purchasing  members as the case may be. The receipt of the Company for
          the purchase money shall be a good  discharge to the purchasing  class
          member or purchasing members as the case may be. The Company shall pay
          the  purchase  money into a separate  bank  account and shall hold the
          same on trust for the proposing transferor.

     8.8  If  the  Company  shall  not  give  a sale  notice  to  the  proposing
          transferor  within the time  specified  for that purpose (by virtue of
          Article 8.5) in Article 8.4 in respect of sales to purchasing  members
          of  whatever  class,  he shall,  during the period of thirty days next
          following  the  expiry  of the time so  specified,  be at  liberty  to
          transfer all or any of the shares  comprised in the transfer notice to
          any person or persons  provided that the price per share obtained upon
          such share transfer shall in no  circumstances  be less than the price
          per share  specified in the transfer  notice served in accordance with
          Article 8.1 or as certified in accordance  with Article 8.3 (whichever
          shall be the lower) and the  proposing  transferor  shall upon request
          furnish such  information  to the  directors as they shall  require in
          relation to the price per share  obtained as aforesaid.  The directors
          may require to be satisfied that such shares are being  transferred in
          pursuance  of a bona  fide  sale for the  consideration  stated in the
          transfer  without  deduction,  rebate or allowance  whatsoever  to the
          purchaser,  and  if not so  satisfied,  may  refuse  to  register  the
          instrument of transfer.

     8.9  Any  transfer  or  purported  transfer  of a share  (other  than  upon
          transmission  of a share pursuant to regulation 29 of Table A upon the
          death of a member  or upon a person  becoming  entitled  to a share in
          consequence  of the  bankruptcy  of a member) made  otherwise  than in
          accordance  with the  foregoing  provisions  of Articles  8.A.1 to 8.8
          (inclusive) shall be null and void and of no effect.

     8.10 If and when  required by notice in writing by the holder or holders of
          (in  aggregate) a majority in nominal value of the other shares in the
          Company so to do (the "call notice"):-

          8.10.1 a member who transfers or purports to transfer any share in the
               Company in breach of the foregoing  provisions of these  Articles
               shall be bound to give transfer  notices in respect of all shares
               which he has  transferred  or  purported to transfer in breach of
               these  Articles  and any shares  which he is  required  to give a
               transfer  notice in respect  thereof in  accordance  with Article
               8.A.1; or

          8.10.2 a member who causes or permits any of the events  specified  in
               Article  8.11 or with regard to whom any of the events  specified
               in  Article  8.11.4  or  8.11.5  occurs  shall  be  bound to give
               transfer  notices in respect of all the shares  registered in the
               name of such member in accordance with Article 8.A.1.

          In the  event  of such  member  failing  to  serve a  transfer  notice
          pursuant to Article 8.10.1 or 8.10.2 within thirty days of the date of
          the call  notice such  member  shall be deemed to have given  transfer
          notices at the  expiration of such period of thirty days in respect of
          all shares  registered in the name of such member in  accordance  with
          Article 8.A.1 and to have specified therein as the price per share the
          fair value of each share to be  certified in  accordance  with Article
          8.3. The  provisions  of Articles 8.2 to 8.8  (inclusive)  and Article
          8.13 shall mutatis mutandis apply.

     8.11 The events specified for the purposes of Article 8.10 are:-

          8.11.1 any direction (by way of renunciation  nomination or otherwise)
               by a member entitled to an allotment or transfer of shares to the
               effect  that such  shares or any of them be allotted or issued or
               transferred to some person other than himself;

          8.11.2 any sale,  dealing with or other  disposition of any beneficial
               interest  in  a  share  (whether  or  not  for  consideration  or
               otherwise but excluding any transmission of a share to any person
               becoming  entitled to such share in  consequence  of the death or
               bankruptcy  of a member) by  whomsoever  made and  whether or not
               effected by an instrument  in writing save where the  disposition
               is by  service  of a  transfer  notice in  accordance  with these
               Articles;

          8.11.3 the holding of a share as a bare nominee for any person;

          8.11.4 in the case of a corporate  member,  such member  entering into
               liquidation  (except a  members'  voluntary  liquidation  for the
               purpose  of  reconstruction  or  amalgamation)  or  suffering  an
               administrative  receiver to be  appointed  over all or any of its
               assets or suffering an administration order to be made against it
               or anything  analogous to any of the  foregoing  under the law of
               any jurisdiction occurs in relation to that corporate member.

     8.12 The directors shall not register any transfer of shares if as a result
          of such  transfer  there would be Default  pursuant to (and as defined
          in) the Credit Agreement.

     8.13 The directors may, in their absolute  discretion and without assigning
          any reason  therefor,  decline to register  any  transfer  which would
          otherwise be permitted under the foregoing  provisions of this Article
          8 if it is a transfer  of a share on which the Company has a lien of a
          share (not being a fully paid  share) to a person who is not already a
          member  and of whom they shall not  approve.  The  directors  may also
          refuse to register a transfer unless:-

          8.13.1 it is  lodged  at the  office  or at such  other  place  as the
               directors may appoint and is accompanied by the  certificate  for
               the shares to which it relates  and such  other  evidence  as the
               directors  may  reasonably  require  to  show  the  right  of the
               transferor to make the transfer; and

          8.13.2 it is in respect of only one class of shares; and

          8.13.3 it is in favour of not more than four transferees.

          The  directors  shall  register a transfer of shares made  pursuant to
          Articles  8.A.1 to 8.8  (inclusive)  or  Article  8.14  subject to the
          provisions  of this  Article 8.13 and Article  8.15  Regulation  24 of
          Table A shall not apply to the Company.

     8.14 Subject to Article 8.12 and Article 8.13 but notwithstanding any other
          provision  contained in these Articles,  the  restrictions on transfer
          contained in this Article 8 shall not apply to:-

          8.14.1 any transfer by a corporate member to an associated undertaking
               (as defined in section 27(3) of the Companies Act 1989)  provided
               always that if the transferee  company ceases to be an associated
               undertaking  at any time the  transferee  company shall within 10
               days of such cessation  transfer all shares held by it to another
               associated  undertaking of the original corporate member provided
               that if the transferee company defaults in making such a transfer
               within the time period specified the transferee  company shall be
               deemed to have served a transfer  notice in respect of all shares
               held by it and to have  specified  therein as the price per share
               the fair value of each share to be certified in  accordance  with
               Article  8.3  and  the   provisions  of  Articles  8.A.1  to  8.8
               (inclusive ) and Article 8.13 shall mutatis mutandis apply;

          8.14.2 any  transfer  by a  corporate  member to a  company  formed to
               acquire the whole or  substantially  the whole of the undertaking
               and  assets  of such  corporate  member  as part of a  scheme  of
               amalgamation or reconstruction.

9    General meetings

     The directors may call general  meetings and regulation 37 of Table A shall
     not apply to the Company.

10   Notice of general meetings

     10.1 A notice  convening a general meeting shall be required to specify the
          general  nature of the business to be  transacted  only in the case of
          special  business  and  regulation  38 of  Table A shall  be  modified
          accordingly.  The  words  "or a  resolution  appointing  a person as a
          director" and paragraphs (a) and (b) in regulation 38 of Table A shall
          be deleted and the words "in  accordance  with  section  369(3) of the
          Act"  shall be  inserted  after the words "if it is so agreed" in that
          regulation.

     10.2 All  business  shall  be  deemed  special  that  is  transacted  at an
          extraordinary  general meeting,  and also all that is transacted at an
          annual  general  meeting,  with the exception of declaring a dividend,
          the  consideration of the profit and loss account,  balance sheet, and
          the reports of the directors and auditors,  the appointment of and the
          fixing of the  remuneration  of the auditors and the giving or renewal
          of any  authority in accordance  with the  provisions of section 80 of
          the Act.

     10.3 Every  notice  convening  a  general  meeting  shall  comply  with the
          provisions of section  372(3) of the Act as to giving  information  to
          members in regard to their  right to appoint  proxies;  and notices of
          and other  communications  relating to any general  meeting  which any
          member is entitled to receive  shall be sent to the  directors  and to
          the auditors for the time being of the Company.

11   Proceedings at general meetings

     11.1 The words "save  that,  if and for so long as the Company has only one
          person as a member,  one member present in person or by proxy shall be
          a  quorum"  shall  be  added  at the  end of the  second  sentence  of
          regulation 40 of Table A.

     11.2 If a quorum is not present within half an hour from the time appointed
          for a general meeting the general meeting shall stand adjourned to the
          same day in the next week at the same time and place or to such  other
          day and at such other time and place as the directors  may  determine;
          and if at the adjourned general meeting a quorum is not present within
          half an hour from the time appointed  therefor the members  present in
          person or by proxy or (being a body corporate) by representative being
          not less than two  persons  entitled  to vote upon the  business to be
          transacted  shall  constitute  a quorum  and in any  other  case  such
          adjourned general meeting shall be dissolved. Regulation 41 of Table A
          shall not apply to the Company.

     11.3 Any  member  may  participate  in a meeting  of  members by means of a
          conference telephone or similar  communications  equipment whereby all
          persons   participating  in  the  meeting  can  hear  each  other  and
          participate  in a meeting in this matter shall be deemed to constitute
          presence in person at such meeting and,  subject to these Articles and
          the Act,  he  shall be  entitled  to vote and be  counted  in a quorum
          accordingly.  Such a meeting  shall be deemed to take place  where the
          largest group of those  participating  is assembled or, if there is no
          such group, where the chairman of the meeting is.

12   Votes of members

     12.1 Regulation  54 of Table A shall not apply to the  Company.  Subject to
          any rights or restrictions for the time being attached to any class or
          classes of shares,  on a show of hands every  member  entitled to vote
          who (being an  individual) is present in person or by proxy (not being
          himself  a member  entitled  to vote) or (being a  corporate  body) is
          present  by a  representative  or proxy  (not  being  himself a member
          entitled  to vote) shall have one vote and,  on a poll,  every  member
          shall have one vote for each share of which he is the holder.

     12.2 The words "be entitled to" shall be inserted between the words "shall"
          and "vote" in regulation 57 of Table A.

     12.3 A member  shall  not be  entitled  to  appoint  more than one proxy to
          attend on the same  occasion  and  accordingly  the final  sentence of
          regulation  59 of Table A shall  not  apply to the  Company.  Any such
          proxy  shall be  entitled to cast the votes to which he is entitled in
          different ways.

     12.4 Regulation  50 of Table A shall  apply to the  Company  subject to any
          provision of the Equity Contribution Agreement.

13   Alternate directors

     13.1 An  alternate  director  shall be  entitled  to receive  notice of all
          meetings of the  directors  and of all meetings of  committees  of the
          directors of which his appointor is a member (subject to his giving to
          the Company an address  within the United Kingdom at which notices may
          be served on him), to attend and vote at any such meeting at which the
          director  appointing  him is not  personally  present and generally to
          perform  all the  functions  of his  appointor  at such  meeting  as a
          director in his absence.  An alternate  director shall not be entitled
          to receive any remuneration from the Company, save that he may be paid
          by the  Company  such  part  (if  any) of the  remuneration  otherwise
          payable to his appointor as such appointor may by notice in writing to
          the Company from time to time direct.  Regulation  66 of Table A shall
          not apply to the Company.

     13.2 A director,  or any such other person as is mentioned in regulation 65
          of Table A, may act as an alternate  director to  represent  more than
          one  director,  and an  alternate  director  shall be  entitled at any
          meeting of the  directors or of any  committee of the directors to one
          vote for every director whom he represents in addition to his own vote
          (if any) as a director, but he shall count as only one for the purpose
          of  determining  whether a quorum is present and the final sentence of
          regulation 88 shall not apply to the Company.

     13.3 Save as  otherwise  provided in the  regulations  of the  Company,  an
          alternate  director  shall be deemed  for the  purposes  specified  in
          Article 13.1 to be a director and shall alone be  responsible  for his
          own acts and  defaults  and he shall  not be deemed to be the agent of
          the director  appointing him. Regulation 69 of Table A shall not apply
          to the Company.

14   Appointment and retirement of directors

     14.1 The  directors  shall  not be  required  to  retire  by  rotation  and
          regulations  73 to 80  (inclusive)  of Table A shall  not apply to the
          Company.

     14.2 The  Company  may by  ordinary  resolution  appoint  any person who is
          willing  to act to be a  director,  either to fill a vacancy  or as an
          additional director.

     14.3 The  directors  may  appoint a person  who is  willing  to act to be a
          director,  either  to fill a  vacancy  or as an  additional  director,
          provided that the  appointment  does not cause the number of directors
          to exceed any number  determined in accordance  with  regulation 64 of
          Table A as the  maximum  number  of  directors  for the time  being in
          force.

     14.4 A member  shall have the right to appoint  and remove one  director of
          the Company for each 15% in nominal  value of ordinary  shares held by
          it. Any such appointment or removal shall be made by notice in writing
          to the  Company  signed  by or on  behalf  of the  member  making  the
          appointment  or removal and shall take effect upon  lodgement  of such
          notice at the registered office of the Company.  Any member ceasing to
          held the  required  percentage  of  ordinary  shares for the number of
          directors  appointed  by  it  pursuant  to  this  Article  14.4  shall
          forthwith  procure the  resignation of such number of directors of the
          Company  appointed by it as is necessary to restore the correct number
          of directors it is permitted to appoint.

15   Disqualification and removal of directors

     The office of a director shall be vacated if:-

     15.1 he ceases to be a director  by virtue of any  provision  of the Act or
          these Articles or he becomes  prohibited by law from being a director;
          or

     15.2 he becomes  bankrupt or makes any arrangement or composition  with his
          creditors generally; or

     15.3 he is, or may be, suffering from mental disorder and either:-

          15.3.1 he is admitted to hospital in pursuance of an  application  for
               admission for  treatment  under the Mental Health Act 1983 or, in
               Scotland,  an application  for admission  under the Mental Health
               (Scotland) Act 1960, or

          15.3.2 an order is made by a court having jurisdiction (whether in the
               United  Kingdom  or  elsewhere)  in  matters   concerning  mental
               disorder for his detention or for the  appointment of a receiver,
               curator bonis or other person to exercise  powers with respect to
               his property or affairs; or

     15.4 he resigns his office by notice to the Company; or

     15.5 he shall for more than six consecutive months have been absent without
          permission  of the directors  from  meetings of directors  held during
          that period and the directors resolve that his office be vacated,

     and regulation 81 of Table A shall not apply to the Company.


16   Gratuities and pensions

     Regulation  87 of Table A shall not apply to the Company and the  directors
     may  exercise  any powers of the Company  conferred  by its  Memorandum  of
     Association  to give and provide  pensions,  annuities,  gratuities  or any
     other benefits  whatsoever to or for past or present directors or employees
     (or their  dependants)  of the  Company  or any  subsidiary  or  associated
     undertaking  (as defined in section 27(3) of the Companies Act 1989) of the
     Company and the directors shall be entitled to retain any benefits received
     by them or any of them by reason of the exercise of any such powers.

17   Proceedings of the directors

     17.1 Subject to the directors the nature and extent of any interest of his,
          a director  notwithstanding  his  office:-provisions  of the Act,  and
          provided that he has disclosed to the

          17.1.1 may be a party to or otherwise interested in any transaction or
               arrangement  with the  Company or in which the  Company is in any
               way interested;

          17.1.2 may be a director  or other  officer of or  employed by or be a
               party  to  any  transaction  or  arrangement  with  or  otherwise
               interested  in any body  corporate  promoted by the Company or in
               which the Company is in any way interested;

          17.1.3 may, or any firm or company of which he is a member or director
               may, act in a  professional  capacity for the Company or any body
               corporate in which the Company is in any way interested;

          17.1.4 shall not by reason of his office be accountable to the Company
               for any benefit  which he derives  from such  office,  service or
               employment or from any such  transaction  or  arrangement or from
               any interest in any such body  corporate and no such  transaction
               or arrangement shall be liable to be avoided on the ground of any
               such interest or benefit; and

          17.1.5 shall be entitled to vote on any resolution and (whether or not
               he shall vote) be counted in the quorum on any matter referred to
               in  any  of  Articles  17.1.1  to  17.1.4  (inclusive)  or on any
               resolution  which in any way  concerns  or relates to a matter in
               which  he has,  directly  or  indirectly,  any  kind of  interest
               whatsoever  and if he shall vote on any  resolution  as aforesaid
               his vote shall be counted.

     17.2 For the purposes of Article 17.1:-

          17.2.1 a general  notice to the  directors  that a  director  is to be
               regarded as having an interest of the nature and extent specified
               in the  notice  in any  transaction  or  arrangement  in  which a
               specified  person  or class of  persons  is  interested  shall be
               deemed to be a  disclosure  that the  director has an interest in
               any such transaction of the nature and extent so specified;

          17.2.2 an interest of which a director has no  knowledge  and of which
               it is  unreasonable  to expect him to have knowledge shall not be
               treated as an interest of his; and

          17.2.3 an  interest  of a  person  who is for any  purpose  of the Act
               (excluding  any  statutory  modification  not in force when these
               Articles were adopted) connected with a director shall be treated
               as an interest of the  director  and in relation to an  alternate
               director  an  interest  of his  appointor  shall be treated as an
               interest  of the  alternate  director  without  prejudice  to any
               interest which the alternate director has otherwise.

     17.3 Any  director  including an alternate  director may  participate  in a
          meeting of the  directors or a committee of the  directors of which he
          is  a  member  by  means  of  a   conference   telephone   or  similar
          communications  equipment  whereby  all persons  participating  in the
          meeting  can hear each  other and  participation  in a meeting in this
          manner  shall be  deemed  to  constitute  presence  in  person at such
          meeting  and,  subject  to these  Articles  and the  Act,  he shall be
          entitled  to vote  and be  counted  in a  quorum  accordingly.  Such a
          meeting shall be deemed to take place where the largest group of those
          participating  is assembled  or, if there is no such group,  where the
          chairman of the meeting then is.

     17.4 Regulation  88 of Table A shall be  amended  by  substituting  for the
          sentence:-

          "It shall not be  necessary  to give notice of a meeting to a director
          who is absent from the United Kingdom."

          the following sentence:-

          "Notice  of  every  meeting  of the  directors  shall be given to each
          director and his alternate director, including directors and alternate
          directors who may for the time being be absent from the United Kingdom
          and have given the  Company an address  within the United  Kingdom for
          service."

     17.5 Regulations  94 to 97  (inclusive)  of Table A shall  not apply to the
          Company.

18   The seal

     If the Company has a seal it shall be used only with the  authority  of the
     directors or of a committee of the  directors.  The directors may determine
     who shall  sign any  instrument  to which the seal is  affixed  and  unless
     otherwise  so  determined,  every  instrument  to which the seal is affixed
     shall be signed by one director and by the  secretary or another  director.
     The  obligation  under  regulation  6 of Table A relating to the sealing of
     share certificates  shall only apply if the Company has a seal.  Regulation
     101 of Table A shall not apply to the Company.

19   Notices

     19.1 In  regulation  112 of Table A, the words "by facsimile to a facsimile
          number  supplied by the member for such  purpose or" shall be inserted
          immediately  after the words "or by sending  it" and the words  "first
          class"  shall be  inserted  immediately  before  the words  "post in a
          prepaid envelope".

     19.2 Where a notice is sent by first class post, proof of the notice having
          been  posted  in a  properly  addressed,  prepaid  envelope  shall  be
          conclusive  evidence  that the notice was given and shall be deemed to
          have been  given at the  expiration  of 24 hours  after  the  envelope
          containing  the same is  posted.  Where a notice is sent by  facsimile
          receipt of the  appropriate  answer back shall be conclusive  evidence
          that the notice was given and the notice  shall be deemed to have been
          given at the time of transmission following receipt of the appropriate
          answer back. Regulation 115 of Table A shall not apply to the Company.

     19.3 If at any time by reason of the  suspension or  curtailment  of postal
          services  within the United Kingdom the Company is unable  effectively
          to convene a general  meeting  by notices  sent  through  the post,  a
          general meeting may be convened by a notice advertised in at least one
          national daily  newspaper and such notice shall be deemed to have been
          duly  served on all members  entitled  thereto at noon on the day when
          the  advertisement  appears.  In any such case the Company  shall send
          confirmatory copies of the notice by post if at least seven days prior
          to the  meeting  the posting of notices to  addresses  throughout  the
          United Kingdom again becomes practicable.

20   Winding up

     In regulation 117 of Table A, the words "with the like  sanction"  shall be
     inserted immediately before the words "determine how the division".

21   Indemnity

     21.1 Subject to the  provisions  of section  310 of the Act every  director
          (including  an  alternate  director)  or other  officer of the Company
          shall be  indemnified  out of the assets of the  Company  against  all
          losses or  liabilities  which he may  sustain or incur in or about the
          lawful  execution of the duties of his office or otherwise in relation
          thereto,  including  any  liability  incurred by him in defending  any
          proceedings, whether civil or criminal, in which judgement is given in
          his  favour  or in which he is  acquitted  or in  connection  with any
          application  under  section  144 or  section  727 of the Act in  which
          relief is granted to him by the court,  and no director  (including an
          alternate  director)  or other  officer  shall be liable for any loss,
          damage or misfortune which may happen to or be incurred by the Company
          in the lawful  execution  of the  duties of his office or in  relation
          thereto. Regulation 118 of Table A shall not apply to the Company.

     21.2 The  directors  shall  have power to  purchase  and  maintain  for any
          director,  (including an alternate director) officer or auditor of the
          Company  insurance  against  any such  liability  as is referred to in
          section 310 (1) of the Act and,  subject to the provisions of the Act,
          against  any  other  liability  which  may  attach  to him or  loss or
          expenditure which he may incur in relation to anything done or alleged
          to have been done or omitted to be done as a director,  (including  as
          an alternate director) officer or auditor.

     21.3 The directors may authorise the directors of companies within the same
          group of companies  as the Company to purchase and maintain  insurance
          at  the  expense  of the  Company  for  the  benefit  of any  director
          (including  an alternate  director),  other officer or auditor of such
          company  in  respect  of such  liability,  loss or  expenditure  as is
          referred to in Article 21.2.