COMPANIES (JERSEY) (LAW) 1991
                                                     A COMPANY LIMITED BY SHARES


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                                   MEMORANDUM

                                       and

                             ARTICLES OF ASSOCIATION

                                       of
                           TURQUOISE FUNDING 1 LIMITED
                   (FORMERLY HSBC CARDS SECURITISATION FUNDING
                                    LIMITED)


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                                                   Bedell
                                                   Cristin

                                                   P.O. Box 75, 26 New Street,
                                                   St. Helier, Jersey JE4 8PP,
                                                   Channel Islands




                           COMPANIES (JERSEY) LAW 1991

                            COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION

                                      -OF-

                           TURQUOISE FUNDING 1 LIMITED
               (ADOPTED BY SPECIAL RESOLUTION DATED 19 MAY, 2006)

1     The name of the company is Turquoise Funding 1 Limited (the "Company").

2.    The share capital of the Company is (pound)2.00 divided into two shares of
      (pound)1.00 each.

3.    The liability of a member arising from his holding of a share in the
      Company is limited to the amount (if any) unpaid on it.

4.    The Company shall exist until dissolved by special resolution or otherwise
      according to law.

5.    The Company is a private company.

6.    The Company is a par value company.

7.    The Company is established for the sole purpose of participating as an
      investor beneficiary in a securitisation programme (the "Programme")
      relating to certain receivables originated or to be originated or
      purchased by HSBC Bank plc ("HSBC"), in particular:

      (1)   to enter into and perform:

            (a)   each of the Jersey Transaction Documents (as defined in a
                  Turquoise Funding Master Framework Agreement expected to be
                  made between, inter alios, HSBC and the Company) to which the
                  Company is a party; and

            (b)   all other agreements and documents relating thereto;

      (2)   to enter into and perform all agreements, and to take all steps,
            required:

            (a)   to amend, vary, replace or supplement the documents specified
                  above from time to time in order to give effect to changes
                  within the Programme; and

            (b)   to ensure the due administration of the Company under the laws
                  of Jersey; and

      (3)   to do all things as may be deemed incidental or conducive to the
            attainment of the above in connection with the Programme.


                                        1



            We the limited liability companies whose names and addresses are set
            out below and whose common seals are hereunto affixed are desirous
            of being formed into a limited liability company and we respectively
            agree to take the number of shares in the capital of the Company set
            opposite our respective names.

---------------------------------------------------------------------------
Names and addresses             Shares
of subscribers                  taken     Common seals
---------------------------------------------------------------------------
Premier Circle Limited          One       The common seal of
26 New Street                             Premier Circle Limited
St. Helier                                was hereunto affixed in the
Jersey                                    presence of:
Channel Islands.

                                          /s/ Shane Michael Hollywood   Director
                                          ---------------------------

                                          /s/                           Director
                                          ---------------------------

                                          [ Company Seal Omitted ]
                                                  [ 6495 ]

Second Circle Limited           One       The common seal of
26 New Street                             Second Circle Limited
St. Helier                                was hereunto affixed in the
Jersey                                    presence of:
Channel Islands.


                                          /s/ Shane Michael Hollywood   Director
                                          ---------------------------


                                          /s/                           Director
                                          ---------------------------

                                          [ Company Seal Omitted ]
                                                  [ 6479 ]

Witness to all the above signatures:


Signature: /s/
           -----------------------

Full name: Mady le Guyede
           -----------------------

26 New Street
St. Helier
Jersey
Channel Islands


                                        2



                                      INDEX

ARTICLE                                                                     PAGE

1.    Interpretation                                                          1
2.    Share Capital                                                           2
3.    Modification of Rights                                                  2
4.    Shares                                                                  3
5.    Lien                                                                    3
6.    Calls on Shares                                                         4
7.    Transfer and Transmission of Shares                                     4
8.    Forfeiture of Shares                                                    6
9.    General Meetings                                                        7
10.   Proceedings at General Meetings                                         7
11.   Votes of Members                                                        9
12.   Corporations Acting by Representatives at Meetings                     10
13.   Appointment of Directors                                               10
14.   Resignation Disqualification and Removal of Directors                  10
15.   Alternate Directors                                                    11
16.   Executive Directors                                                    11
17.   Powers of Directors                                                    11
18.   Proceedings of Directors                                               12
19.   Directors' Conflicts of Interest                                       14
20.   Seal                                                                   14
21.   Secretary                                                              14
22.   Dividends and Reserve                                                  15
23.   Capitalisation of Reserves etc.                                        16
24.   Accounts                                                               16
25.   Notices                                                                17
26.   Winding up                                                             18
27.   Indemnity                                                              18




                           COMPANIES (JERSEY) LAW 1991

                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                     - OF -

                    HSBC CARDS SECURITISATION FUNDING LIMITED

1.    INTERPRETATION

      (1)   The Standard Table shall be excluded from application in its
            entirety to the Company and the following provisions shall
            constitute the articles of the Company in place of the Standard
            Table.

      (2)   In these articles unless the context otherwise requires:

                  "debenture" includes debenture stock;

                  "Directors" means the directors for the time being of the
                  Company;

                  "Interpretation Law" means the Interpretation (Jersey) Law
                  1954 and any statutory modification or re-enactment thereof
                  for the time being in force;

                  "Law" means the Companies (Jersey) Law 1991 and any statutory
                  modification or re-enactment thereof for the time being in
                  force;

                  "month" means calendar month;

                  "office" means the registered office of the Company situate in
                  the Island of Jersey;

                  "ordinary resolution" means a resolution passed by a majority
                  of the members present in person or by proxy and voting at a
                  general meeting;

                  "paid up" includes credited as paid up;

                  "Register" means the register of members required to be kept
                  by Article 41 of the Law;

                  "Seal" means the common seal, if any, of the Company;

                  "Secretary" means and includes any person appointed to perform
                  the duties of secretary to the Company and includes an
                  assistant or deputy secretary.

            Words in the singular shall include the plural and words in the
            plural shall include the singular and words denoting any gender
            shall include all genders.

            Words importing individuals shall include corporations.

            Save as defined herein or in the memorandum of the Company and
            unless the context otherwise requires words or expressions contained
            in these articles shall bear the same meaning as in the Law and in
            the Interpretation Law.


                                        1



2.    SHARE CAPITAL

      (1)   Without prejudice to any special rights for the time being conferred
            on the holders of any shares or class of shares (which special
            rights shall not be varied or abrogated except with such consent or
            sanction as is hereinafter provided) any share or class of shares in
            the share capital of the Company may be authorised for issue with
            such preferred deferred or other special rights or such restrictions
            whether in regard to dividend return of capital voting or otherwise
            as the Company may from time to time by special resolution
            determine.

      (2)   Where the Company allots shares at a premium the aggregate amount of
            all premiums on shares allotted as and when the premiums are paid up
            shall be transferred to an account called the share premium account
            which may be applied for any of the purposes permitted by and under
            the provisions of the Law.

      (3)   The Company may by special resolution alter its share capital as
            stated in its memorandum in any of the ways permitted or provided
            for under the Law.

      (4)   Subject to confirmation by the court and the provisions of the Law
            the Company may by special resolution reduce its share capital in
            any way.

      (5)   The Company may from time to time subject to the provisions of the
            Law:

            (a)   issue; or

            (b)   convert existing non-redeemable shares whether issued or not
                  into

            shares which are to be redeemed or are liable to be redeemed at the
            option of the Company or the holder thereof.

3.    MODIFICATION OF RIGHTS

      (1)   Subject to the provisions of the Law whenever the share capital of
            the Company is divided into different classes of shares the special
            rights attached to any class (unless otherwise provided by the terms
            of issue of the shares of that class) may be varied or abrogated at
            any time with the consent in writing of the holders of two-thirds of
            the issued shares of that class or with the sanction of a special
            resolution passed at a separate meeting of the holders of the shares
            of that class. To every such separate meeting all the provisions of
            these articles relating to general meetings of the Company or to the
            proceedings thereat shall mutatis mutandis apply except that the
            necessary quorum shall be persons holding or representing by proxy
            at least one-third in nominal amount of the issued shares of that
            class (but so that if at any adjourned meeting of such holders a
            quorum as above defined is not present one person present holding
            shares of that class or his proxy shall be a quorum) and that the
            holders of shares of that class or their duly appointed proxies
            shall on a poll have one vote in respect of every share of that
            class held by them respectively.

      (2)   The special rights conferred upon the holders of any shares or
            class of shares issued with preferred deferred or other special
            rights shall (unless otherwise expressly provided by the conditions
            of issue of such shares) be deemed not to be varied by the creation
            or issue of further shares ranking pari passu therewith.


                                        2



4.    SHARES

      (1)   The shares shall be at the disposal of the Directors who may subject
            to the provisions of the Law allot grant options over or otherwise
            deal with or dispose of them to such persons at such times and
            generally on such terms and conditions as they think proper. Save as
            provided in the Law each share in the Company shall be distinguished
            by its appropriate number.

      (2)   The Company may pay a commission to a person in consideration of his
            subscribing or agreeing to subscribe for shares in the Company or
            procuring or agreeing to procure subscriptions for shares in the
            Company as provided in the Law.

      (3)   The Company shall keep a Register in accordance with the provisions
            of the Law.

      (4)   Unless the conditions of allotment shall otherwise provide every
            person whose name is entered as a member in the Register shall be
            entitled without payment to a certificate under the Seal (or where
            the Company has no Seal signed or otherwise executed by any Director
            or the Secretary) specifying the share or shares held by him and the
            amount paid up thereon provided that in respect of a share or shares
            held jointly by several persons the Company shall not be bound to
            issue more than one certificate and delivery of a certificate for a
            share to one of several joint holders shall be sufficient delivery
            to all and certificates shall be completed and be ready for delivery
            within two months after the allotment of the relevant shares or the
            date on which a transfer is lodged with the Company.

      (5)   If a share certificate be worn out defaced lost or destroyed a
            duplicate certificate may be issued on payment of such fee (if any)
            not exceeding ten pounds and on such terms (if any) as to evidence
            and indemnity as the Directors think fit.

5.    LIEN

      (1)   The Company shall have a lien on every share (not being a fully paid
            share) for all moneys (whether presently payable or not) called or
            payable at a fixed time in respect of that share and the Company
            shall also have a lien on all shares (other than fully paid shares)
            standing registered in the name of a single person for all moneys
            presently payable by him or his estate to the Company but the
            Directors may at any time declare any shares to be wholly or in part
            exempt from the provisions of this article. The Company's lien (if
            any) on a share shall extend to all dividends payable thereon.

      (2)   The Company may sell in such manner as the Directors think fit any
            shares on which the Company has a lien but no sale shall be made
            unless some sum in respect of which the lien exists is payable nor
            until the expiration of fourteen days after a notice in writing
            stating and demanding payment of such part of the amount in respect
            of which the lien exists as is presently payable has been given to
            the registered holder for the time being of the share or the person
            entitled by reason of his death or bankruptcy to the share. For the
            purpose of giving effect to any such sale the Directors may
            authorise some person to transfer to the purchaser thereof the
            shares so sold.

      (3)   The proceeds of sale shall be applied in payment of such part of the
            amount in respect of which the lien exists as is presently payable
            and the residue shall (subject to a like lien for sums not
            presently payable as existed upon the shares prior to the sale) be
            paid to the person entitled to the shares at the date of the sale.
            The purchaser shall be registered as the holder of the shares and he
            shall not be bound to see to the application of the purchase money
            nor shall his title to the shares be affected by any irregularity or
            invalidity in the proceedings in reference to the sale.


                                        3



6.    CALLS ON SHARES

      (1)   Subject to the terms of allotment the Directors may make calls upon
            the members in respect of any moneys unpaid on their shares (whether
            in respect of nominal value or premium) and each member shall
            (subject to receiving at least fourteen clear days' notice
            specifying when and where payment is to be made) pay to the Company
            as required by the notice the amount called on his shares. A call
            may be required to be paid by instalments. A call may, before
            receipt by the Company of any sum due thereunder, be revoked in
            whole or part and payment of a call may be postponed in whole or
            part. A person upon whom a call is made shall remain liable for
            calls made upon him notwithstanding the subsequent transfer of the
            shares in respect whereof the call was made.

      (2)   A call shall be deemed to have been made at the time when the
            resolution of the Directors authorising such call was passed and
            proof of the resolution shall be sufficient evidence of the call
            having been made.

      (3)   The joint holders of a share shall be jointly and severally liable
            to pay all calls and other moneys due in respect thereof.

      (4)   If a sum called in respect of a share is not paid before or on the
            day appointed for payment thereof the person from whom the sum is
            due shall pay interest upon the sum at a rate fixed by the Directors
            from the day appointed for the payment thereof to the time of the
            actual payment but the Directors shall be at liberty to waive the
            payment of that interest wholly or in part.

      (5)   Any sum or premium which by the terms of allotment of a share is
            made payable upon allotment or at any fixed date shall for all the
            purposes of these articles (save as herein otherwise expressly
            provided) be deemed to be a call duly made and payable on the date
            fixed for payment and in case of non-payment the provisions of these
            articles as to payment of interest and expenses forfeiture and the
            like and all other relevant provisions of these articles shall apply
            as if the same were a call duly made and notified as hereby
            provided.

      (6)   The provisions of these articles as to payment of interest shall
            apply in the case of non-payment of any sum which by the terms of
            issue of a share becomes payable at a fixed time whether on account
            of the amount of the share or by way of premium as if the same had
            become payable by virtue of a call duly made and notified.

      (7)   The Company may if the Directors think fit receive from any member
            willing to advance the same all or any part of the money uncalled
            and unpaid upon any shares held by him and upon all or any of the
            moneys so advanced may (until the same would but for such advance
            become presently payable) pay interest at such rate (not exceeding
            without the sanction of the Company in general meeting ten per
            centum per annum) as may be agreed upon between the member paying
            the sum in advance and the Directors.

7.    TRANSFER AND TRANSMISSION OF SHARES

      (1)   Save as otherwise permitted under the provisions of the Law all
            transfers of shares shall be effected using an instrument of
            transfer. The instrument of transfer of any fully paid share shall
            unless the Directors otherwise resolve be signed by the transferor
            alone and in the case of any partly paid share the instrument of
            transfer shall be signed by the transferor and by the transferee.
            The transferor shall be deemed to remain the holder of such share
            until the name of the transferee is entered in the Register in
            respect thereof.


                                        4



      (2)   The instrument of transfer of any share shall be in writing in any
            usual common form or any form approved by the Directors and shall
            specify the full name and address of the transferee.

      (3)   The Directors may in their absolute discretion refuse to register
            any transfer of any share (whether fully paid or not). Without
            prejudice to the generality of the foregoing, the Directors may
            refuse to register a transfer unless the instrument of transfer:

            (a)   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

            (b)   is in respect of only one class of shares.

      (4)   If the Directors refuse to register any transfer of any share they
            shall give notice thereof to the proposed transferor and transferee
            within two months after the date on which the instrument of transfer
            of such share is lodged with the Company.

      (5)   The registration of transfers of shares or of transfers of any class
            of shares may be suspended at such times and for such periods as the
            Directors may determine.

      (6)   No fee shall be charged for the registration of any instrument of
            transfer or other document relating to or affecting the title to any
            share.

      (7)   The Company shall be entitled to retain any instrument of transfer
            of any share which is registered, but any instrument of transfer of
            any share which the Directors refuse to register shall be returned
            to the person lodging it when notice of the refusal is given.

      (8)   If a member dies, the survivor or survivors, where the deceased was
            a joint holder, and the executors, administrators or other legal
            personal representatives of the deceased, where the deceased was a
            sole or only surviving holder, shall be the only persons recognised
            by the Company as having any title to the interest of the deceased
            in the shares; but nothing herein contained shall release the estate
            of a deceased member from any liability in respect of any share
            which had been jointly held by him.

      (9)   A minor or an interdict may not become a member of the Company
            unless the shares were transmitted to him on the death of the holder
            thereof.

      (10)  Any guardian of a minor member and any curator appointed by the
            Royal Court or other person appointed by a court of competent
            jurisdiction to administer to the affairs of any member of unsound
            mind, and any person becoming entitled to a share in consequence of
            the death or bankruptcy of a member may, upon such evidence being
            produced as the Directors may properly require, elect either to
            become the registered holder of the share or to have some person
            nominated by him registered as the holder thereof. If he elects to
            become the holder he shall give notice to the Company to that
            effect. If he elects to have another person registered he shall
            execute an instrument of transfer of the share to that person. All
            the limitations restrictions and provisions of these articles
            relating to the transfer of shares shall apply to the notice or
            instrument of transfer as if it were an instrument of transfer
            executed by the member and as if the member had been a person of
            full age or not of unsound mind or as if the death or bankruptcy of
            the member had not occurred.


                                        5



      (11)  A person becoming entitled to a share in consequence of the death or
            bankruptcy of a member shall have the rights to which he would be
            entitled if he were the registered holder of the share, except that
            he shall not, before being registered as the holder thereof, be
            entitled in respect of the share to vote at any meeting of the
            Company or at any separate meeting of the holders of any class of
            shares in the Company.

8.    FORFEITURE OF SHARES

      (1)   If a member fails to pay any call or instalment of a call on the day
            appointed for payment thereof the Company may at any time thereafter
            during such time as any part of such call or instalment remains
            unpaid serve a notice on him requiring payment of so much of the
            call or instalment as is unpaid together with any interest which may
            have accrued and any expenses that may have been incurred by reason
            of such non-payment.

      (2)   The notice shall name a further day (not earlier than the expiration
            of fourteen days from the date of the notice) on or before which the
            payment required by the notice is to be made and shall state that in
            the event of non-payment at or before the time and at the place
            appointed the shares in respect of which the call or instalment is
            unpaid will be liable to be forfeited.

      (3)   If the requirements of any such notice as aforesaid are not complied
            with any share in respect of which the notice has been given may at
            any time thereafter before the payment required by the notice has
            been made be forfeited by a resolution of the Directors to that
            effect.

      (4)   Any share forfeited shall become the property of the Company and may
            be re-allotted sold or otherwise disposed of on such terms and in
            such manner as the Directors think fit and notwithstanding any such
            forfeiture as aforesaid the Directors may at any time before the
            forfeited share has been disposed of permit the share so forfeited
            to be redeemed upon the terms of payment of all calls and interest
            due upon and expenses incurred in respect of the share and upon such
            further terms (if any) as they shall think fit. The Directors may if
            necessary authorise some person to transfer a forfeited share to the
            purchaser thereof.

      (5)   A record in the minute book of the Company to the effect that a
            share has been duly forfeited in pursuance of these articles and
            stating the time when it was forfeited shall as against all persons
            claiming to be entitled to the share adversely to the forfeiture
            thereof be conclusive evidence of the facts therein stated and such
            record together with a certificate of proprietorship of the share
            under the Seal (or where the Company has no Seal signed or otherwise
            executed by any Director or the Secretary) delivered to the
            purchaser or allottee thereof shall constitute a good title to the
            share and the new holder thereof shall be discharged from all calls
            made prior to such purchase or allotment and shall not be bound to
            see to the application of the purchase money nor shall his title to
            the share be affected by any past omission or irregularity relating
            to or connected with the proceedings in reference to the forfeiture
            re-allotment sale or other disposal of the share.

      (6)   A person whose shares have been forfeited shall cease to be a
            member in respect of the forfeited shares but shall notwithstanding
            remain liable to pay to the Company all moneys which at the date of
            the forfeiture were presently payable to the Company by him in
            respect of the shares.

      (7)   The provisions of these articles as to forfeiture shall apply in the
            case of non-payment of any sum which by the terms of issue of a
            share becomes payable at a fixed time whether


                                        6



            on account of the amount of the share or by way of premium as if the
            same had been payable by virtue of a call duly made and notified.

9.    GENERAL MEETINGS

      (1)   Subject to Article 87 (4) of the Law the Company shall hold a
            general meeting as its annual general meeting once in every calendar
            year at such time and such place as may be determined by the
            Directors and so that not more than twenty-two months shall be
            allowed to elapse between any two such general meetings provided
            that so long as the Company holds its first annual general meeting
            within eighteen months of its incorporation it need not hold it in
            the year of its incorporation or in the following year.

      (2)   The above mentioned general meeting shall be called the "Annual
            General Meeting". All other general meetings shall be called
            "Extraordinary General Meetings".

      (3)   The Directors may whenever they think fit convene an Extraordinary
            General Meeting and Extraordinary General Meetings shall also be
            convened on a requisition made in accordance with the Law in writing
            and signed by members holding in the aggregate not less than
            one-tenth in nominal value of the shares carrying the right to vote
            at the meeting. If at any time there are not within the Island of
            Jersey sufficient Directors capable of acting to form a quorum any
            Director or any member of the Company may convene an Extraordinary
            General Meeting in the same manner as nearly as possible as that in
            which meetings may be convened by the Directors.

10.   PROCEEDINGS AT GENERAL MEETINGS

      (1)   Twenty-one days' notice at least in the case of an Annual General
            Meeting or a meeting for the passing of a special resolution and in
            the case of any other general meetings fourteen days' notice at
            least (in either case exclusive of the day on which the notice is
            deemed to be served and the day for which notice is given)
            specifying the place the day and the hour of the meeting and the
            general nature of the business to be transacted shall be given in
            manner hereinafter mentioned or in such other manner (if any) as may
            be prescribed by the Company in general meeting to such persons as
            are under the articles entitled to receive such notices from the
            Company but the non-receipt of the notice by any such persons shall
            not invalidate the proceedings at any general meeting. With the
            consent of all the members for the time being entitled to be present
            and to vote at an Annual General Meeting such meeting may be
            convened on a shorter notice than twenty-one days and in the case of
            any other general meeting with the consent of a majority in number
            of the members entitled to attend and vote thereat such majority
            together holding not less than 95 per centum in nominal value of the
            shares which give the right to attend and vote thereat such meeting
            may be convened on a shorter notice than either twenty-one days in
            the case of a meeting at which a resolution will be proposed as a
            special resolution or fourteen days in the case of any other
            meeting.

      (2)   Notice of every general meeting shall be given in accordance with
            the provisions of article 25 hereof, but the accidental omission to
            give notice of a meeting to, or the non-receipt of notice of a
            meeting by, any person entitled to receive notice shall not
            invalidate the proceedings at the meeting.

      (3)   No business shall be transacted at any general meeting unless a
            quorum of members is present at the time when the meeting proceeds
            to business. Two persons entitled to vote upon the business to be
            transacted, each being a member or a proxy for a member or a duly
            authorised representative of a body corporate, shall be a quorum
            provided that if at any time all of the issued shares in the Company
            are held by or by a nominee for a


                                        7



            holding company, such single member present in person by duly
            authorised representative of a body corporate or by proxy shall
            constitute a quorum.

      (4)   Any member may participate in a general meeting by means of a
            conference telephone or similar communications equipment whereby all
            the members participating in the general meeting can hear each other
            and the members participating in this manner shall be deemed to be
            present in person at such meeting for all the purposes of these
            articles.

      (5)   If within half-an-hour from the time appointed for the meeting a
            quorum is not present the meeting shall stand adjourned to the place
            time and day in the next week to be appointed by the chairman or if
            no place time and day is so appointed to the same day in the next
            week at the same time and place and if at the adjourned meeting a
            quorum as above defined is not present within half-an-hour from the
            time appointed for the meeting one member present or his proxy shall
            constitute a quorum.

      (6)   The chairman (if any) of the Directors shall preside as chairman at
            every general meeting of the Company or if there is no such chairman
            or if he shall not be present within fifteen minutes after the time
            appointed for the holding of the meeting or is unwilling to act the
            Directors present shall elect one of their number to be chairman of
            the meeting.

      (7)   If at any meeting no Director is willing to act as chairman or if no
            Director is present within fifteen minutes after the time appointed
            for holding the meeting the members present shall choose one of
            their number to be chairman of the meeting.

      (8)   The chairman may with the consent of any meeting at which a quorum
            is present adjourn the meeting from time to time and from place to
            place but no business shall be transacted at any adjourned meeting
            other than the business left unfinished at the meeting from which
            the adjournment took place. When a meeting is adjourned for ten days
            or more notice of the adjourned meeting shall be given as in the
            case of an original meeting. Save as aforesaid it shall not be
            necessary to give any notice of an adjournment or of the business to
            be transacted at an adjourned meeting.

      (9)   At any general meeting a resolution put to the vote of the meeting
            shall be decided on a show of hands unless a poll is (before or on
            the declaration of the result of the show of hands) decided upon by
            the chairman or demanded by at least five members having the right
            to vote on the question or by any member or members representing at
            least one-tenth of the total voting rights of all members having a
            right to vote on the question and unless a poll is so demanded a
            declaration by the chairman that a resolution has on a show of hands
            been carried or carried unanimously or by a particular majority or
            lost and an entry to that effect in the minutes of the proceedings
            of the meeting shall be conclusive evidence of the fact without
            proof of the number or proportion of the votes recorded in favour of
            or against such resolution.

      (10)  A resolution in writing signed by all the members of the Company for
            the time being entitled to receive notice of and to attend and vote
            at general meetings or their duly appointed attorneys shall be as
            valid and effectual as if it had been passed at a meeting of the
            members duly convened and held. Any such resolution may consist of
            several documents in the like form signed by one or more of the
            members or their attorneys and signature in the case of a corporate
            body which is a member shall be sufficient if made by a director
            thereof or its duly appointed attorney.

      (11)  If at any time the Company has only one number, a decision of such
            single member of which a record in writing is provided to the
            Company in accordance with Article 95A of the Law shall be as valid
            and effectual as if it had been agreed by the Company in general
            meeting.


                                        8



      (12)  If a poll is duly demanded it shall be taken in such manner as the
            chairman directs and the result of the poll shall be deemed to be
            the resolution of the meeting at which the poll was demanded.

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

      (14)  A poll demanded on the election of a chairman or on a question of
            adjournment shall be taken forthwith. A poll demanded on any other
            question shall be taken at such time as the chairman of the meeting
            directs.

      (15)  A demand for a poll shall not prevent the continuance of a meeting
            for the transaction of any business other than the question on which
            a poll has been demanded.

11.   VOTES OF MEMBERS

      (1)   Subject to any special rights restrictions or prohibitions as
            regards voting for the time being attached to any shares on a show
            of hands every member present in person or by proxy or (in the case
            of a corporation) by duly authorised representative shall have one
            vote and on a poll every member shall have one vote for each share
            of which he is the holder.

      (2)   In the case of joint holders unless such joint holders shall have
            chosen one of their number to represent them and so notified the
            Company in writing the vote of the most senior who tenders a vote
            whether in person or by proxy shall be accepted to the exclusion of
            the votes of the other joint holders and for this purpose seniority
            shall be determined by the order in which the names stand in the
            Register.

      (3)   Where a member is of unsound mind his curator appointed by the Royal
            Court or the person appointed by a court of competent jurisdiction
            to administer to his affairs may vote whether on a show of hands or
            on a poll and may on a poll vote by proxy. Evidence to the
            satisfaction of the Directors of the authority of such curator or
            other person may be required by the Directors prior to any vote
            being exercised by such curator or other person.

      (4)   No member shall be entitled to vote at any general meeting unless
            all calls or other sums presently payable by him in respect of
            shares in the Company of which he is holder or one of the joint
            holders have been paid.

      (5)   On a poll votes may be given either personally or by proxy.

      (6)   The instrument appointing a proxy shall be in writing under the hand
            of the appointor or of his attorney duly authorised in writing or if
            the appointor is a corporation either under its common seal or under
            the hand of an officer or attorney so authorised. A proxy need not
            be a member of the Company.

      (7)   The instrument appointing a proxy and the power of attorney or other
            authority (if any) under which it is signed or a notarially
            certified copy of that power or authority shall be deposited at the
            office or at such other place as is specified for that purpose by
            the notice convening the meeting not less than forty-eight hours
            before the time for holding the meeting or adjourned meeting at
            which the person named in the instrument proposes to vote or in the
            case of a poll not less than forty-eight hours before the time


                                        9



            appointed for taking the poll and in default the instrument of proxy
            shall not be treated as valid.

      (8)   An instrument appointing a proxy shall be in any usual common form
            or in any form of which the Directors shall approve.

      (9)   The instrument appointing a proxy shall be deemed to confer
            authority to demand or join in demanding a poll.

      (10)  A vote given or act done in accordance with the terms of an
            instrument of proxy shall be valid notwithstanding the previous
            death or insanity of the appointor or revocation of the proxy or of
            the authority under which the proxy was executed or the transfer of
            the share in respect of which the proxy is given unless notice in
            writing of such death insanity revocation or transfer as aforesaid
            shall have been received by the Company at the office before the
            commencement of the meeting or adjourned meeting or poll at which
            the vote was given or the act was done.

12.   CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

      Any corporation which is a member of the Company may by resolution of its
      directors or other governing body authorise such person as it thinks fit
      to act as its representative at any meeting of the Company or of any class
      of members of the Company and the person so authorised shall be entitled
      to exercise the same powers on behalf of the corporation which he
      represents as that corporation could exercise if it were an individual
      member of the Company.

13.   APPOINTMENT OF DIRECTORS

      (1)   The first Directors shall be appointed in writing by the subscribers
            to the memorandum or a majority of them.

      (2)   A Director need not be a member of the Company.

      (3)   The Directors shall have power at any time and from time to time to
            appoint subject to the provisions of the Law any person to be a
            Director either to fill a casual vacancy or as an additional
            Director.

      (4)   The Company may by ordinary resolution appoint any person to office
            as a Director.

14.   RESIGNATION DISQUALIFICATION AND REMOVAL OF DIRECTORS

      A Director shall cease to hold office if he:

      (1)   ceases to be a Director by virtue of any provisions of the Law or
            becomes prohibited by law from or disqualified by law for being a
            director; or

      (2)   resigns his office by instrument in writing under his hand left at
            the office; or

      (3)   becomes bankrupt or makes any arrangement or composition with his
            creditors generally; or

      (4)   is removed by ordinary resolution of the Company; or

      (5)   is removed by notice to the Company in writing signed by the holders
            of more than half the issued shares of the Company and deposited at
            the office.


                                       10



15.   ALTERNATE DIRECTORS

      (1)   Any Director may at his discretion and at any time and from time to
            time appoint either another Director or any other person (other than
            a person prohibited by law from or disqualified by law or by these
            articles for being a director) to act as an alternate director in
            his place and may at his discretion remove from office an alternate
            director so appointed by him.

      (2)   An alternate director shall (except as regards power to appoint an
            alternate and remuneration) be subject in all respects to the terms
            conditions and provisions existing with reference to the Directors
            and each alternate director while so acting shall exercise and
            discharge all the functions powers and duties as a Director of his
            appointor in such appointor's absence. In particular, without
            prejudice to the generality of the foregoing, an alternate director
            shall be entitled to receive the same notice of meetings of
            Directors and of all meetings of committees appointed pursuant to
            article 18 (6) hereof of which his appointor is a member as his
            appointor is entitled to receive and to attend and vote at any such
            meetings at which the Director appointing him is not personally
            present.

      (3)   An alternate director shall ipso facto cease to hold office as such
            if his appointor ceases for any reason to be a Director or if and
            when the term of his appointment expires or if any of the
            circumstances described in article 14 (1)(2) and (3) hereof apply
            to him.

      (4)   Any appointment and any removal of an alternate director by his
            appointor shall be by notice in writing to the Company and to the
            alternate director signed by the Director making or revoking the
            appointment.

16.   EXECUTIVE DIRECTORS

      (1)   The Directors may from time to time appoint one or more of their
            number to the office of managing director or to any other executive
            office under the Company. Any such appointment may be made upon such
            terms and for such periods as the Directors may determine. The
            appointment of any Director to an executive office shall terminate
            if he ceases to be a Director but without prejudice to any claim to
            damages for breach of any contract of service between him and the
            Company.

      (2)   The Directors may entrust to and confer upon any managing director
            or any director holding any other executive office any of the powers
            exercisable by the Directors, upon such terms and conditions and
            with such restrictions as they think fit, and either collaterally
            with or to the exclusion of their own powers and may from time to
            time revoke withdraw alter or vary all or any of such powers.

17.   POWERS OF DIRECTORS

      (1)   The business of the Company shall be managed by the Directors who
            may pay all expenses incurred in getting up and registering the
            Company and who may exercise all such powers of the Company as are
            not by the Law the memorandum of the Company or these articles or
            any directions given by special resolution required to be exercised
            by the Company in general meeting. No alteration of the memorandum
            of the Company or these articles and no such direction shall
            invalidate any prior act of the Directors which would have been
            valid if that alteration had not been made or that direction had not
            been given. The powers given by this article shall not be limited by
            any special power given to the Directors by these articles. A
            meeting of the Directors at which a quorum is present may exercise
            all powers and discretions exercisable by the Directors.


                                       11



      (2)   The Directors may, by power of attorney or otherwise, appoint any
            person to be the agent of the Company for such purposes and on such
            conditions as they determine, including authority for the agent to
            delegate all or any of his powers. A power of attorney may be
            executed under the Seal or otherwise as the Directors may resolve.

      (3)   The Directors may provide benefits, whether by the payment of
            gratuities or pensions or by insurance or otherwise, for any
            Director who has held but no longer holds any executive office or
            employment with the Company or with any body corporate which is or
            has been a subsidiary of the Company or a predecessor in business of
            the Company or of any such subsidiary, and for any member of his
            family (including a spouse and a former spouse) or any person who is
            or who was dependent on him, and may (as well before as after he
            ceases to hold such office or employment) contribute to any fund and
            pay premiums for the purchase or provision of any such benefit.

18.   PROCEEDINGS OF DIRECTORS

      (1)   Where there are no other Directors a single Director shall cause to
            be prepared written memoranda of the resolutions adopted by him from
            time to time in or about the transaction of the business of the
            Company which shall be entered in the books or registers maintained
            pursuant to the provisions of article 18 (10) hereof. Where there
            are two or more Directors the provisions of articles 18 (2) to 18
            (8) hereof shall apply to regulate the meetings and proceedings of
            the Directors.

      (2)   The Directors may meet together for the despatch of business adjourn
            and otherwise regulate their meetings and proceedings as they think
            fit and may determine the quorum necessary for the transaction of
            business which in default of such determination shall be two. Each
            decision relating to the management and control of the Company's
            business shall be taken by the Directors at properly constituted
            meetings of the Directors. A person who holds office only as an
            alternate director shall, if his appointor is not present, be
            counted in the quorum. A Director who is also appointed an alternate
            director shall, if his appointor is not present, be counted as two
            Directors for the purpose of making a quorum of Directors when such
            quorum exceeds two so that, when the quorum is two, not fewer than
            two individuals shall be present.

      (3)   All meetings of the Directors shall take place in the Island of
            Jersey and shall be conducted in accordance with these articles.

      (4)   Any Director may participate in a meeting of the Directors or in a
            committee thereof by means of a conference telephone or similar
            communications equipment whereby all the Directors participating in
            the meeting can hear each other and the Directors participating in
            this manner shall be deemed to be present in person at such meeting
            for all the purposes of these articles, provided that under no
            circumstances may a Director participate in a meeting of the
            Directors while present in the United Kingdom.

      (5)   A Director may at any time (and the Secretary upon the request of a
            Director shall) convene a meeting of the Directors. Questions
            arising at any meeting shall be decided by a majority of votes and
            in case of an equality of votes the chairman shall have a second or
            casting vote. A Director who is also an alternate director shall be
            entitled in the absence of his appointor to a separate vote on
            behalf of his appointor in addition to his own vote.

      (6)   The Directors may elect a chairman of their meetings and determine
            the period for which he is to hold office but if no such chairman is
            elected or if at any meeting the chairman is not present at the time
            appointed for holding the same the Directors present shall choose
            one of their number to be chairman of such meeting.


                                       12



      (7)   The Directors may delegate any of their powers to any committee
            consisting of one or more Directors and (if thought fit) one or more
            other persons, but a majority of the members of the committee shall
            be Directors. No resolution of such a committee shall be effective
            unless a majority of those present when it is passed are Directors.
            Any committee so formed shall in the exercise of the powers so
            delegated conform to any regulations that may be imposed upon it by
            the Directors. The meetings and proceedings of any such committee
            shall be governed by the provisions of these articles regulating the
            meetings and proceedings of the Directors so far as the same are
            applicable and are not superseded by any regulations made by the
            Directors under this article.

      (8)   All acts done by any meeting of the Directors or of a committee
            appointed by the Directors or by any person acting as a Director
            shall notwithstanding that it be afterwards discovered that there
            was some defect in the appointment of any such Directors or
            committee or person acting as aforesaid or that they or any of them
            were disqualified or had vacated office be as valid as if every such
            person had been duly appointed and was qualified and had continued
            to be a Director or a member of a committee appointed by the
            Directors.

      (9)   A resolution in writing signed by all the Directors for the time
            being entitled to receive notice of a meeting of the Directors, or
            by all the members of a committee appointed pursuant to article 18
            (6) hereof, shall be as valid and effectual as if it had been passed
            at a meeting of the Directors or (as the case may be) at a meeting
            of such a committee duly convened and held and may consist of
            several documents in the like form each signed by one or more
            Directors or (as the case may be) committee members.

      (10)  The Directors shall be paid out of the funds of the Company their
            travelling and other expenses properly and necessarily expended by
            them in attending meetings of the Directors (or of committees
            appointed pursuant to article 18 (6) hereof) or members or otherwise
            on the affairs of the Company. They shall also be paid by way of
            remuneration for their services such sum as the Directors shall
            determine subject to any rates or limits (if any) fixed by the
            Company in general meeting. If any of the Directors shall be
            appointed agent or to perform extra services or to make any special
            exertions or to go or reside abroad for any of the purposes of the
            Company the Directors may remunerate such Director therefor either
            by a fixed sum or by commission or participation in profits or
            otherwise or partly in one way and partly in another as they think
            fit. Such remuneration may be either in addition to or substitution
            for his remuneration hereinbefore provided.

      (11)  The Directors shall cause minutes or records to be made and kept in
            books or registers provided for the purpose:

            (a)   of all appointments of Directors and Secretaries in accordance
                  with the provisions of the Law;

            (b)   of all resolutions and proceedings of all meetings of the
                  Company class meetings of members and meetings of the
                  Directors and of committees appointed pursuant to article 18
                  (6) hereof; and

            (c)   of the names of the persons present at each meeting referred
                  to in article 18 (10) (b) hereof.


                                       13



19.   DIRECTORS CONFLICTS OF INTEREST

      (1)   A Director may be or become a director or other officer of or
            otherwise interested in any company promoted by the Company or in
            which the Company may be interested as member or otherwise and no
            such Director shall be accountable to the Company for any
            remuneration or other benefits received by him as a director or
            officer of or from his interests in such other company unless the
            Company otherwise directs.

      (2)   No Director shall be disqualified by his office from contracting
            with the Company either as vendor purchaser or otherwise nor subject
            to the provisions of the Law and article 19 (3) hereof shall any
            such contract or any contract or arrangement entered into by or on
            behalf of the Company in which any Director shall be in any way
            interested be avoided or liable to be set aside.

      (3)   A Director who has directly or indirectly an interest in a
            transaction entered into or proposed to be entered into by the
            Company or by a subsidiary of the Company which to a material
            extent conflicts or may conflict with the interests of the Company
            and of which he has actual knowledge shall disclose to the Company
            (by notice to the Directors) the nature and extent of his interest.
            Subject thereto any such Director shall not be liable to account to
            the Company for any profit or gain realised by him on such
            transaction.

      (4)   A notice in writing given to the Company by a Director that he is to
            be regarded as interested in a transaction with a specified person
            is sufficient disclosure of his interest in any such transaction
            entered into after the notice is given.

      (5)   Subject to article 19 (3) hereof a Director may vote in respect of
            any such transaction and if he does so vote his vote shall be
            counted and he shall be capable of being counted towards the quorum
            at any meeting of the Directors at which any such transaction shall
            come before the Directors for consideration.

      (6)   Subject to the provisions of the Law a Director may hold any other
            office or place of profit under the Company in conjunction with his
            office of Director for such period and on such terms (as to
            remuneration and otherwise) as the Directors may determine.

      (7)   Subject to the provisions of the Law any Director may act by himself
            or his firm in a professional capacity for the Company and he or his
            firm shall be entitled to remuneration for professional services as
            if he were not a Director.

20.   SEAL

      The Directors shall provide for the safe custody of the Seal which shall
      only be used by the authority of the Directors or of a committee of the
      Directors authorised by the Directors in that behalf and every instrument
      to which the Seal shall be affixed shall unless otherwise determined by
      resolution of the Directors be signed by one Director. Where the Company
      engages in business outside the Island of Jersey the Company may if the
      Directors so determine have for use in any country territory or place
      outside Jersey an official seal which shall be a facsimile of the Seal
      with the addition on its face either of the words "Branch Seal" or the
      name of the country territory or place where it is to be used and which
      shall be affixed in the same manner as the Seal or as provided under the
      Law.

21.   SECRETARY

      The Secretary shall be appointed by the Directors upon such terms and
      subject to such conditions as they may think fit and any Secretary so
      appointed may be removed by them.


                                       14



22.   DIVIDENDS AND RESERVE

      (1)   The Company in general meeting may declare dividends but no dividend
            shall exceed the amount recommended by the Directors in accordance
            with the respective rights of the members and the declaration of the
            Directors as to the amount of the profits shall be conclusive.

      (2)   The Directors may from time to time pay to the members such interim
            dividends as appear to the Directors to be justified by the profits
            of the Company. If the share capital is divided into different
            classes, the Directors may pay interim dividends on shares which
            confer deferred or non-preferred rights with regard to dividend as
            well as on shares which confer preferential rights with regard to
            dividend, but no interim dividend shall be paid on shares carrying
            deferred or non-preferred rights if, at the time of payment, any
            preferential dividend is in arrear. The Directors may also pay at
            intervals settled by them any dividend payable at a fixed rate if it
            appears to them that the profits available for distribution justify
            the payment. Provided the Directors act in good faith, they shall
            not incur any liability to the holders of shares conferring
            preferred rights for any loss they may suffer by the lawful payment
            of an interim dividend on any shares having deferred or
            non-preferred rights.

      (3)   No dividend shall be paid otherwise than out of profits and in
            accordance with the provisions of Article 114 of the Law.

      (4)   Subject to any rights or privileges for the time being attached to
            any shares in the capital of the Company having preferential
            deferred or other special rights in regard to dividends the profits
            of the Company which it shall from time to time be determined to
            distribute by way of dividend shall be applied in payment of
            dividends upon the shares of the Company in proportion to the
            amounts paid up thereon respectively otherwise than in advance of
            calls.

      (5)   All dividends shall be apportioned and paid pro rata according to
            the amounts paid up on the shares during any portion or portions of
            the period in respect of which the dividend is paid except that if
            any share is issued on terms providing that it shall rank for
            dividend as if paid up (in whole or in part) as from a particular
            date (either past or future) such share shall rank for dividend
            accordingly.

      (6)   The Directors may before recommending any dividend set aside out of
            the profits of the Company such sums as they think proper as a
            reserve or reserves which shall at their discretion be applicable
            for any purpose to which the profits of the Company may be properly
            applied and pending such application may at the like discretion
            either be employed in the business of the Company or be invested in
            such investments as the Directors may from time to time think fit.
            The Directors may also without placing the same to reserve carry
            forward any profits which they may think prudent not to divide.

      (7)   The Directors may deduct from any dividend payable to any member all
            such sums of money (if any) as may be due and payable by him to the
            Company on account of calls or otherwise.

      (8)   If several persons are registered as joint holders of any share any
            one of them may give effectual receipts for any dividend payable on
            the share.

      (9)   Notice of any dividend that may have been declared shall be given in
            manner hereinafter mentioned to the person entitled to share
            therein.


                                       15



      (10)  No dividend shall bear interest against the Company.

      (11)  Unless otherwise directed any dividend may be paid by cheque or
            warrant sent through the post to the registered address of the
            member entitled or in the case of joint holders to that one whose
            name stands first on the Register in respect of their joint holding
            and every cheque or warrant so sent shall be made payable to the
            order of the person to whom it is sent and the Company shall not be
            responsible for any loss in transmission and payment by cheque or
            warrant as provided herein shall be a good discharge to the Company.

23.   CAPITALISATION OF RESERVES ETC.

      Subject to any necessary sanction or authority being obtained the Company
      in general meeting may at any time and from time to time pass a resolution
      that any sum not required for the payment or provision of a fixed dividend
      with or without further participation in profits and (a) for the time
      being standing to the credit of any reserve fund of the Company including
      premiums received on the issue of any shares or debentures of the Company
      or (b) being undivided profits in the hands of the Company be capitalised
      and that such sum be appropriated as capital to and amongst the members in
      the shares and proportions in which they would have been entitled thereto
      if the same had been distributed by way of dividend and in such manner as
      the resolution may direct and the Directors shall in accordance with such
      resolution apply such sum in paying up in full or in part (where permitted
      by the Law) any unissued shares or debentures of the Company on behalf of
      such members and appropriate such shares or debentures to and distribute
      the same credited as fully paid up or partly paid up (where permitted by
      the Law) amongst them in the proportions aforesaid in satisfaction of
      their shares and interests in the said capitalised sum or shall apply such
      sum or any part thereof on behalf of such members in paying up the whole
      or part of any uncalled balance which shall for the time being be unpaid
      in respect of any issued shares or debentures held by them. Where any
      difficulty arises in respect of any such distribution the Directors may
      settle the same as they think expedient and in particular they may fix the
      value for distribution of any fully paid up shares or debentures make cash
      payments to any members on the footing of the value so fixed in order to
      adjust rights and vest any such shares or debentures in trustees upon such
      trusts for or for the benefit of the persons entitled to share in the
      appropriation and distribution as may seem just and expedient to the
      Directors.

24.   ACCOUNTS

      (1)   The Directors shall cause accounting records to be kept which are
            sufficient to show and explain the Company's transactions and are
            such as to disclose with reasonable accuracy at any time the
            financial position of the Company at that time and enable the
            Directors to ensure that any accounts prepared by the Company
            comply with the requirements of the Law.

      (2)   The accounting records shall be kept at the office or at such other
            place or places as the Directors think fit and shall always be open
            to the inspection of the Directors the Secretary and any liquidator
            of the Company. Subject to the provisions of the Law such accounting
            records shall be preserved for a period of at least ten years from
            the date on which they are made.

      (3)   The Directors shall determine and may vary the accounting reference
            date for the Company by resolution of the Directors and shall cause
            to be prepared accounts for the Company for periods of not more than
            eighteen months (a) beginning on the date of incorporation of the
            Company or (b) if the Company has previously prepared a profit and
            loss account beginning at the end of the period covered by the most
            recent account or (c) if the Company has not prepared such an
            account for a period ending within twelve months before the entry
            into force of Article 104 of the Law beginning on a date to be
            determined by the Directors not later than the date of entry into
            force of Article


                                       16



            104. Such accounts shall be prepared in accordance with generally
            accepted accounting principles and show a true and fair view of the
            profit or loss of the Company for the period and of the state of the
            Company's affairs at the end of the period and comply with any other
            requirements of the Law.

      (4)   The Company's accounts shall be approved by the Directors and signed
            on their behalf by at least one Director.

      (5)   Subject always to the provisions of the Law within ten months after
            the end of the financial period the accounts of the Company for that
            period shall be prepared and save where the members have entered an
            agreement dispensing with the holding of Annual General Meetings by
            the Company laid before a general meeting with a copy of the
            auditors' report (if any).

25.   NOTICES

      (1)   Any notice to be given to or by any person pursuant to these
            articles shall be in writing save that a notice calling a meeting of
            the Directors need not be in writing.

      (2)   A notice may be given by the Company to any member personally or by
            sending it either by post to him at his registered address or to the
            address supplied by him to the Company for the giving of notices to
            him or by sending it by facsimile to him at any facsimile number
            supplied by him to the Company specifically for the purpose of
            serving formal notices on him.

      (3)   A member present, either in person or by proxy, at any meeting of
            the Company or of the holders of any class of shares in the Company
            shall be deemed to have received due notice of the meeting and,
            where requisite, of the purposes for which it was called.

      (4)   Any notice shall be deemed to have been served in the case of
            posting in the Island of Jersey to an address in the Island on the
            second day following the date of posting and in the case of posting
            in the Island to an address outside the Island on the fifth day
            following the date of posting. In the case of service of any notice
            by facsimile such notice shall be deemed to have been served
            immediately on transmission of such notice.

      (5)   In proving service of any notice by post it shall be sufficient to
            prove that the notice was properly addressed stamped and posted. In
            the case of service of any notice by facsimile it shall be
            sufficient to prove receipt by the sender of a confirmed facsimile
            transmission report.

      (6)   A notice may be given by the Company to the joint holders of a share
            by giving notice to the joint holder named first in the Register in
            respect of the share.

      (7)   A notice may be given to the guardian of a minor member or to the
            curator appointed by the Royal Court or other person appointed by a
            court of competent jurisdiction to administer to the affairs of any
            member of unsound mind or to the persons entitled to a share in
            consequence of the death or bankruptcy of a member by sending it
            through the post in a prepaid letter addressed to such persons by
            name or by the title of guardian or curator appointed by the Royal
            Court or other person appointed by a court of competent jurisdiction
            to administer to the affairs of such member of unsound mind or
            representatives of the deceased or trustee of the bankrupt or by any
            like description at the address supplied for the purpose by such
            persons. Until such an address has been supplied, a notice may be
            given in any manner in which it might have been given if the member
            in question had not been a minor or of unsound mind, or if the death
            or bankruptcy of the member in question had not occurred.


                                       17



      (8)   Subject to the provisions of these articles, notice of every general
            meeting shall be given to every member, to each Director and to
            such other persons as the Directors shall at any time and from time
            to time determine.

26.   WINDING UP

      (1)   Subject to the claims of any secured creditors and to the provisions
            of any enactment as to preferential payments the Company's property
            shall on winding up be realised and applied in satisfaction of the
            Company's liabilities pari passu and subject thereto any surplus
            shall then be distributed amongst the members according to their
            rights and interests in the Company. Subject to the rights of the
            holders of shares issued upon special conditions if the assets
            available for distribution to members shall be insufficient to pay
            the whole of the paid up capital such assets shall be shared on a
            pro rata basis amongst members by reference to the number of fully
            paid up shares held by each member respectively at the commencement
            of the winding up.

      (2)   If the Company shall be wound up the liquidator or where there is no
            liquidator the Directors may with the sanction of a special
            resolution divide amongst the members in specie any part of the
            assets of the Company or vest the same in trustees upon such trusts
            for the benefit of the members as the liquidator or the Directors
            (as the case may be) with the like sanction shall think fit.

27.   INDEMNITY

      (1)   Every Secretary agent servant and employee of the Company shall be
            indemnified by the Company against and it shall be the duty of the
            Directors out of the funds of the Company to pay the costs charges
            losses liabilities damages and expenses which any such person may
            incur in the course of the discharge by him of his duties as
            Secretary agent servant or employee of the Company as the case may
            be provided that this indemnity shall not be applicable in
            circumstances where any such person has incurred such costs charges
            losses liabilities damages and expenses through his own fraud wilful
            misconduct or gross negligence.

      (2)   In so far as the Law allows every present or former officer of the
            Company shall be indemnified out of the assets of the Company
            against any loss or liability incurred by him by reason of being or
            having been such an officer.

      (3)   The Directors are empowered to arrange for the purchase and
            maintenance in the name and at the expense of the Company of
            insurance cover for the benefit of any officer or former officer of
            the Company the Secretary and any agent servant or employee of the
            Company against any liability which is incurred by any such person
            by reason of the fact that he is or was an officer of the Company
            the Secretary or an agent servant or employee of the Company.


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--------------------------------------------------------------------------------
Names and addresses
of subscribers                                 Common seals
--------------------------------------------------------------------------------
Premier Circle Limited                         The common seal of
26 New Street                                  Premier Circle Limited
St. Helier                                     was hereunto affixed in the
Jersey                                         presence of:
Channel Islands.


                                          /s/ Shane Michael Hollywood  Director
                                          ---------------------------


                                          /s/                           Director
                                          ---------------------------  Secretary

                                          [ Company Seal Omitted ]
                                                  [ 649 ]


Second Circle Limited                          The common seal of
26 New Street                                  Second Circle Limited
St. Helier                                     was hereunto affixed in the
Jersey                                         presence of:
Channel Islands.


                                          /s/ Shane Michael Hollywood  Director
                                          ---------------------------


                                          /s/                           Director
                                          ---------------------------  Secretary

                                          [ Company Seal Omitted ]
                                                  [ 6485 ]

Witness to all the above signatures:


Signature: /s/
           ------------------------

Full name: Mady le Guyede
           ------------------------

26 New Street
St. Helier
Jersey
Channel Islands.


                                       19