<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>u92712exv3w2.txt
<DESCRIPTION>EX-3.2 ARTICLES OF ASSOCIATION OF WNS (HOLDINGS) LIMITED, AS AMENDED.
<TEXT>
<PAGE>
                                                                     Exhibit 3.2

                           COMPANIES (JERSEY) LAW 1991

                             ARTICLES OF ASSOCIATION

                                       OF

                             WNS (HOLDINGS) LIMITED

                                 INTERPRETATION


1.       In these Articles, if not inconsistent with the subject or context, the
         words in the first column of the following table shall bear the
         meanings set opposite to them respectively in the second column.

         WORDS    MEANINGS

         these Articles       These Articles of Association in their present
                              form or as from time to time altered.

         auditors             Auditors of the Company appointed pursuant to
                              these Articles.

         bankrupt             Shall have the meaning defined in the
                              Interpretation (Jersey) Law, 1954.

         clear days           In relation to the period of a notice, shall mean
                              that period excluding the day when the notice is
                              served or deemed to be served and the day for
                              which it is given or on which it is to take
                              effect.

         Directors            The directors of the Company for the time being.

         Executive Directors  The directors who are classified as such by way of
                              a resolution of the Directors.

         the Island           The Island of Jersey.

         the Law              The Companies (Jersey) Law 1991.

         month                Calendar month.

         notice               A written notice unless otherwise specifically
                              stated.

         Office               The registered office of the Company.

         Ordinary Resolution  Without prejudice to Article 80, a resolution of
                              the Company in general meeting or of a meeting of
                              the holders of shares of any class passed by a
                              simple majority of the votes cast thereat by the
                              Shareholders entitled under the Articles to vote
                              thereat.

         Ordinary Share       An ordinary share in the capital of the Company
                              with a nominal value of 10 pence and having the
                              rights attaching thereto prescribed in these
                              Articles.


                                       1
<PAGE>


         paid up              Shall include credited as paid up.

         Preferred Share      A preferred share in the capital of the
                              Company with a nominal value of 10 pence
                              designated as a Preferred Share by the Directors
                              and allotted and issued in one or more classes in
                              accordance with the provisions of the Law and
                              these Articles and having the rights provided for
                              in these Articles and in any Statement of Rights.
                              In these Articles, except when referred to under
                              their separate classes, the term Preferred Shares
                              shall mean all such shares.

         present in person    In relation to general meetings of the Company and
                              to meetings of the holders of any class of shares,
                              shall include present by attorney or by proxy or,
                              in the case of a corporate shareholder, by
                              representative.

         Register             The register of Shareholders to be kept pursuant
                              to Article 29 hereof.

         Secretary            Any person appointed by the Directors to perform
                              any of the duties of secretary of the Company
                              (including a temporary or assistant secretary),
                              and in the event of two or more persons being
                              appointed as joint secretaries any one or more of
                              the persons so appointed.

         Shareholder          A person whose name is entered in the Register as
                              the holder of shares in the Company.

         Special Resolution   Without prejudice to Article 80, a resolution of
                              the Company which is passed by a majority of not
                              less than two-thirds of Shareholders who (being
                              entitled to do so) are present in person at a
                              general meeting in accordance with the Law.

         Statement of Rights  In relation to each class of Preferred Share, a
                              memorandum approved by the Directors setting out
                              the specific rights and obligations attaching to
                              the Preferred Shares of such class which are in
                              addition to those rights and obligations contained
                              in and determined in accordance with these
                              Articles.

2.       In these Articles, unless there be something in the subject or context
         inconsistent with such construction:-

         (a)      the word "may" shall be construed as permissive and the word
                  "shall" shall be construed as imperative;

         (b)      the word "signed" shall be construed as including a signature
                  or representation of a signature affixed by mechanical or
                  other means;

         (c)      the words "in writing" shall be construed as including
                  written, printed electronically transmitted (including,
                  without limitation, transmitted by email) or any other mode of
                  representing or reproducing words in a visible form;


                                       2
<PAGE>


         (d)      words importing "persons" shall be construed as including
                  companies or associations or bodies of persons whether
                  corporate or unincorporate;

         (e)      words importing the singular number shall be construed as
                  including the plural number and vice versa;

         (f)      words importing the masculine gender only shall be construed
                  as including the feminine gender; and

         (g)      references to enactments are to such enactments as are from
                  time to time modified, re-enacted or consolidated and shall
                  include any enactment made in substitution for an enactment
                  that is repealed.

3.       The headings herein are for convenience only and shall not affect the
         construction of these Articles.

                                  PRELIMINARY

4.       The preliminary expenses incurred in forming the Company may be
         discharged out of the funds of the Company.

5.       The business of the Company shall be commenced as soon after the
         incorporation of the Company as the Directors think fit.

                            SHARE CAPITAL AND SHARES

6.       The share capital of the Company is as specified in the Memorandum of
         Association and the shares of the Company shall have the rights and be
         subject to the conditions contained in these Articles and, in the case
         of any Preferred Share of any class, to the Statement of Rights
         relating thereto.

7.       The rights attaching to Ordinary Shares are as follows:

         (a)      AS REGARDS INCOME - Subject to the Law and the provisions of
                  these Articles, each Ordinary Share shall confer on the holder
                  thereof the right to receive such profits of the Company
                  available for distribution as the Directors may declare or the
                  Shareholders may resolve by Ordinary Resolution after any
                  payment to the Shareholders holding shares of any other class
                  other than Ordinary Shares of any amount then or in the future
                  payable in accordance with the relevant Statement of Rights or
                  other terms of issue of that class.

         (b)      AS REGARDS CAPITAL -- If the Company is wound up, the holder
                  of an Ordinary Share shall be entitled, following payment to
                  the Shareholders holding shares of any other class other than
                  Ordinary Shares of all amounts then or in the future payable
                  to them in accordance with the relevant Statement of Rights or
                  other terms of issue of that class, to repayment of the
                  nominal amount of the capital paid-up thereon and thereafter
                  any surplus assets of the Company then remaining shall be
                  distributed pari passu among the holders of the Ordinary
                  Shares in proportion to the amounts paid-up thereon (whether
                  on account of the nominal value of the shares or by way of
                  premium).

         (c)      AS REGARDS VOTING - At any general meeting of the Company and
                  any separate class meeting of the holders of Ordinary Shares
                  every holder of Ordinary Shares who is present in person shall
                  have one vote for every Ordinary Share of which he is the
                  holder.

         (d)      AS REGARDS REDEMPTION - The Ordinary Shares are not
                  redeemable.


                                       3
<PAGE>


8.       Subject to the provisions of these Articles, the rights and obligations
         attaching to any Preferred Share shall be determined at the time of
         issue by the Directors in their absolute discretion. Each Preferred
         Share shall be issued by the Directors on behalf of the Company as part
         of a class. The rights and obligations attaching to each class of
         Preferred Shares in addition to those set out in these Articles shall
         be set out in a Statement of Rights.

9.       The Statement of Rights in respect of each class of Preferred Shares
         may comprise or include:-

         (a)      the class to which each Preferred Share shall belong, such
                  class to be designated with a class number and, if the
                  Directors so determine, title;

         (b)      details of any dividends payable in respect of the relevant
                  class;

         (c)      details of rights attaching to shares of the relevant class to
                  receive a return of capital on a winding up of the Company;

         (d)      details of the voting rights attaching to shares of the
                  relevant class (which may provide, without limitation, that
                  each Preferred Share shall have more than one vote on a poll
                  at any general meeting of the Company);

         (e)      a statement as to whether shares of the relevant class are
                  redeemable (either at the option of the Shareholder and/or the
                  Company) and, if so, on what terms such shares are redeemable
                  (including, without limitation, and only if so determined by
                  the Directors, the amount for which such shares shall be
                  redeemed (or a method or formula for determining the same) and
                  the date on which they shall be redeemed);

         (f)      any other rights, obligations and restrictions attaching to
                  Preferred Shares of any class as the Directors may determine
                  in their discretion; and/or

         (g)      the price at which shares of the relevant class shall be
                  issued.

10.      Once a Statement of Rights has been adopted for a class of Preferred
         Share, then:-

         (a)      subject to Article 9, it shall be binding on Shareholders and
                  Directors as if contained in these Articles;

         (b)      the provisions of Article 22 shall apply to any variation or
                  abrogation thereof that may be effected by the Company;

         (c)      each Statement of Rights shall be filed on behalf of the
                  Company with the Registrar of Companies in Jersey pursuant to
                  and in accordance with Article 54 of the Law;

         (d)      all moneys payable on or in respect of any Preferred Share
                  which is the subject thereof (including, without limitation,
                  the subscription and any redemption moneys in respect thereof)
                  shall be paid in the currency for which such Preferred Share
                  is issued; and

         (e)      upon the redemption of a Preferred Share (if it is redeemable)
                  pursuant to the Statement of Rights relating thereto, the
                  holder thereof shall cease to be entitled to any rights in
                  respect thereof and accordingly his name shall be removed from
                  the Register and the share shall thereupon be cancelled.

11.      Without prejudice to any special rights for the time being conferred on
         the holders of any class of shares (which special rights shall not be
         varied or abrogated except with such consent or sanction (if any) as is
         required by Article 22 hereof and subject to the Law) any class of
         shares in the Company may be issued with such preferred, deferred or
         other special rights, or such restrictions,


                                       4
<PAGE>


         whether in regard to dividends, return of capital, voting or otherwise,
         as the Directors may from time to time determine.

12.      Subject to Articles 18 to 20 hereof, the unissued shares for the time
         being in the capital of the Company shall be at the disposal of the
         Directors, and they may allot, grant options over, or otherwise dispose
         of them to such persons at such times and on such terms as they think
         proper, but so that no shares shall be issued at a discount to nominal
         value. Securities, contracts, warrants or other instruments evidencing
         any Preferred Shares, option rights, securities having conversion or
         option rights or obligations may also be issued by the Directors
         without the approval of the Shareholders or entered into by the Company
         upon a resolution of the Directors to that effect on such terms,
         conditions and other provisions as are fixed by the Directors
         including, without limitation, conditions that preclude or limit any
         person owning or offering to acquire a specified number or percentage
         of the shares of the Company in issue, other shares, option rights,
         securities having conversion or option rights or obligations of the
         Company or the transferee of such person from exercising, converting,
         transferring or receiving the shares, option rights, securities having
         conversion or option rights or obligations.

13.      The Company may issue fractions of shares in accordance with and
         subject to the provisions of the Law, provided that:-

         (a)      a fraction of a share shall be taken into account in
                  determining the entitlement of a Shareholder as regards
                  dividends or on a winding up; and

         (b)      a fraction of a share shall not entitle a Shareholder to a
                  vote in respect thereof.

14.      Subject to Articles 8 to 12 hereof, the Company may:-

         (a)      issue; or

         (b)      convert any 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, on such terms and in such
         manner as may be determined by Special Resolution.


15.      The Company may pay commissions as permitted by the Law. Subject to the
         provisions of the Law, any such commission may be satisfied either by
         the payment of cash or by the allotment of fully or partly paid shares
         or partly in one way and partly in the other.

16.      Save as permitted by the Law:

         (a)      where a person is acquiring or proposing to acquire shares in
                  the Company, neither the Company nor any of its subsidiaries
                  which are Jersey companies shall give financial assistance
                  directly or indirectly for the purpose of that acquisition
                  before or at the same time as the acquisition takes place; and

         (b)      where a person has acquired shares in the Company and any
                  liability has been incurred (by that person or any other
                  person) for the purpose of that acquisition, neither the
                  Company nor any of its subsidiaries which are Jersey companies
                  shall give financial assistance directly or indirectly for the
                  purpose of reducing or discharging the liability so incurred.

17.      Except as required by law, no person shall be recognised by the Company
         as holding any share upon any trust, and the Company shall not be bound
         by or recognise any equitable, contingent, future or partial interest
         in any share, or (except only as by these Articles otherwise provided
         or as


                                       5
<PAGE>


         by law required) any interest in any fraction of a share, or any other
         right in respect of any share, except an absolute right to the entirety
         thereof in the registered holder.

                           ALTERATION OF SHARE CAPITAL

18.      The Company may, by altering its Memorandum of Association by Special
         Resolution, alter its share capital in any manner permitted by the Law.

19.      Any new shares created on an increase or other alteration of share
         capital which are not designated as Ordinary Shares shall be issued
         upon such terms and conditions as the Directors shall determine.

20.      Any capital raised by the creation of new shares shall, unless
         otherwise provided by the conditions of issue of the new shares, be
         considered as part of the original capital, and the new shares shall be
         subject to the provisions of these Articles with reference to the
         payment of calls, transfer and transmission of shares, lien or
         otherwise, applicable to the existing shares in the Company.

                           REDUCTION OF SHARE CAPITAL

21.      Subject to the provisions of the Law, the Company may, by Special
         Resolution, reduce its share capital in any way.

                               VARIATION OF RIGHTS

22.      Whenever the 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, either whilst the Company is a going concern or
         during or in contemplation of a winding up, with the consent in writing
         of the holders of the majority of the issued shares of that class, or
         with the sanction of an Ordinary Resolution passed at a separate
         meeting of the holders of shares of that class, but not otherwise. To
         every such separate meeting all the provisions of these Articles and of
         the Law relating to general meetings of the Company or to the
         proceedings thereat shall apply, mutatis mutandis, except that the
         necessary quorum shall be two persons holding or representing 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, those holders who are present in person shall
         be a quorum.

23.      The special rights conferred upon the holders of any class of shares
         issued with preferred or other special rights shall be deemed to be
         varied by the reduction of the capital paid up on such shares and by
         the creation of further shares ranking in priority thereto, but shall
         not (unless otherwise expressly provided by these Articles or by the
         conditions of issue of such shares) be deemed to be varied by the
         creation or issue of further shares ranking after or pari passu
         therewith. The rights conferred upon the holders of Ordinary Shares
         shall be deemed not to be varied by the creation or issue of any
         Preferred Shares or any other class of preferred or preference share
         with such special rights attaching to them as may be set out in a
         Statement of Rights or other terms of issue or the redemption of
         Preferred Shares of any class or preferred or preference shares of any
         class in accordance with the applicable Statement of Rights or other
         terms of issue.

                               SHARE CERTIFICATES

24.      Every Shareholder shall be entitled:-

         (a)      without payment, to one certificate for all his shares of each
                  class and, when part only of the shares comprised in a
                  certificate is sold or transferred, to a new certificate for
                  the remainder of the shares so comprised; or


                                       6
<PAGE>


         (b)      upon payment of such sum for each certificate as the Directors
                  shall from time to time determine, to several certificates
                  each for one or more of his shares of any class.

25.      Every certificate shall be issued within two months after allotment or
         lodgement of transfer (or within such other period as the conditions of
         issue shall provide), shall be issued either under seal or signed by
         two Directors or one Director and the Secretary, and shall specify the
         shares to which it relates and the amount paid up thereon and if so
         required by the Law, the distinguishing numbers of such shares.

26.      In respect of a share 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 such holders.

27.      If a share certificate is defaced, lost or destroyed, it may be renewed
         on payment of such fee and on such terms (if any) as to evidence and
         indemnity and the payment of out-of-pocket expenses of the Company in
         relation thereto as the Directors think fit.

                             JOINT HOLDERS OF SHARES

28.      Where two or more persons are registered as the holders of any share
         they shall be deemed to hold the same as joint tenants with the benefit
         of survivorship, subject to the following provisions:-

         (a)      the Company shall not be bound to register more than four
                  persons as the joint holders of any share;

         (b)      the joint holders of any share shall be liable, severally as
                  well as jointly, in respect of all payments to be made in
                  respect of such share;

         (c)      any one of such joint holders may give a good receipt for any
                  dividend, bonus or return of capital payable to such joint
                  holders;

         (d)      only the senior of the joint holders of a share shall be
                  entitled to delivery of the certificate relating to such share
                  or to receive notices from the Company and any notice given to
                  the senior joint holder shall be deemed notice to all the
                  joint holders; and

         (e)      for the purpose of the provisions of this Article, seniority
                  shall be determined by the order in which the names of the
                  joint holders appear in the Register.

                            REGISTER OF SHAREHOLDERS

29.      The Directors shall keep or cause to be kept at the Office or at such
         other place in the Island where it is made up, as the Directors may
         from time to time determine, a Register in the manner required by the
         Law. In each year the Directors shall prepare or cause to be prepared
         and filed an annual return containing the particulars required by the
         Law.

                                      LIEN

30.      The Company shall have a first and paramount lien on every share (not
         being a fully paid share) for all monies, whether presently payable or
         not, called or payable at a fixed time in respect of such shares; and
         the Company shall also have a first and paramount lien on all shares
         (other than fully paid shares) registered in the name of a single
         Shareholder for all the debts and liabilities of such Shareholder or
         his estate to the Company, whether the same shall have been incurred
         before or after notice to the Company of any interest of any person
         other than such Shareholder and whether the period for the payment or
         discharge of the same shall have actually commenced or not, and
         notwithstanding that the same are joint debts or liabilities of such
         Shareholder or his


                                       7
<PAGE>


         estate and any other person whether a Shareholder or not. The Company's
         lien (if any) on a share shall extend to all dividends or other monies
         payable thereon or in respect thereof. The Directors may resolve that
         any share shall, for such period as they think fit, be exempt from the
         provisions of this Article.

31.      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 monies in respect of which the lien exists are presently
         payable, and fourteen days have expired after a notice, stating and
         demanding payment of the monies presently payable and giving notice of
         intention to sell in default, shall have been served on the holder for
         the time being of the shares or the person entitled by reason of his
         death or bankruptcy to the shares.

32.      The net proceeds of such sale, after payment of the costs of such sale,
         shall be applied in or towards payment or satisfaction of the debt or
         liability in respect whereof the lien exists, so far as the same is
         presently payable, and any residue shall (subject to a like lien for
         debts or liabilities not presently payable as existed upon the shares
         prior to the sale) be paid to the person entitled to the shares at the
         time of the sale. For giving effect to any such sale the Directors may
         authorise a person to execute an instrument of transfer of the shares
         sold to the purchaser thereof. The purchaser shall be registered as the
         holder of the shares so transferred 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.

                                 CALLS ON SHARES

33.      The Directors may, subject to the provisions of these Articles and to
         any conditions of allotment, from time to time make calls upon the
         Shareholders in respect of any monies unpaid on their shares (whether
         on account of the nominal value of the shares or by way of premium)
         provided that (except as otherwise fixed by the conditions of
         application or allotment) no call on any share shall be payable within
         fourteen days of the date appointed for payment of the last preceding
         call, and each Shareholder shall (subject to being given at least
         fourteen clear days' notice specifying the time or times and place of
         payment) pay to the Company at the time or times and place so specified
         the amount called on his shares.

34.      A call may be made payable by instalments. A call may be postponed or
         wholly or in part revoked as the Directors may determine. A call shall
         be deemed to have been made at the time when the resolution of the
         Directors authorising the call was passed.

35.      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 may
         be required to pay interest on the sum from the day appointed for
         payment thereof to the time of actual payment at a rate determined by
         the Directors not exceeding the rate of ten per cent per annum.

36.      Any sum which by or pursuant to the terms of issue of a share becomes
         payable upon allotment or at any fixed date, whether on account of the
         amount of the share or by way of premium, shall, for all the purposes
         of these Articles, be deemed to be a call duly made and payable on the
         date on which, by or pursuant to the terms of issue, the same becomes
         payable, and in case of non-payment, all the relevant provisions of
         these Articles as to payment of interest, forfeiture or otherwise shall
         apply as if such sum had become payable by virtue of a call duly made
         and notified.

37.      The Directors may make arrangements on the issue of shares for a
         difference between the holders in the amount of calls to be paid and in
         the times of payment.


                                       8
<PAGE>


38.      The Directors may, if they think fit, receive from any Shareholder
         willing to advance the same, all or any part of the money uncalled and
         unpaid upon the shares held by him beyond the sums actually called up
         thereon as a payment in advance of calls. Any such payment in advance
         of calls shall extinguish, so far as the same shall extend, the
         liability upon the shares in respect of which it is advanced. The
         Company may pay interest upon the money so received, or upon so much
         thereof as from time to time exceeds the amount of the calls then made
         upon the shares in respect of which it has been received, at such rate
         as the Directors shall think fit provided that any amount paid up in
         advance of calls shall not entitle the holder of the shares upon which
         such amount is paid to participate in respect thereof in any dividend
         until the same would but for such advance become presently payable.

                              FORFEITURE OF SHARES

39.      If a Shareholder fails to pay any call or instalment of a call on or
         before the day appointed for payment thereof, the Directors 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 which may have been
         incurred by the Company by reason of such non-payment or accept their
         surrender instead if causing them to be so forfeited.

40.      The notice shall name a further day (not earlier than fourteen days
         from the date of service thereof) on or before which and the place
         where 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 on which the call was made will be liable to be
         forfeited.

41.      If the requirements of any such notice as aforesaid are not complied
         with, any share in respect of which such notice has been given may at
         any time thereafter, before payment of all calls and interest due in
         respect thereof have been made, be forfeited by a resolution of the
         Directors to that effect, and such forfeiture shall include all
         dividends which shall have been declared on the forfeited shares and
         not actually paid before the forfeiture.

42.      When any share has been forfeited in accordance with these Articles,
         notice of the forfeiture shall forthwith be given to the holder of the
         share or the person entitled to the share by transmission, as the case
         may be, and an entry of such notice having been given, and of the
         forfeiture with the date thereof, shall forthwith be made in the
         Register opposite to the entry of the share; but no forfeiture shall be
         invalidated in any manner by any omission or neglect to give such
         notice or to make such entry as aforesaid.

43.      A forfeited or surrendered share may be sold, re-allotted or otherwise
         disposed of, either to the person who was before forfeiture or
         surrender the holder thereof or entitled thereto, or to any other
         person, upon such terms and in such manner as the Directors think fit,
         and at any time before a sale, re-allotment or disposition the
         forfeiture or surrender may be cancelled on such terms as the Directors
         think fit. The Directors may, if necessary, authorise some person to
         transfer a forfeited or surrendered share to any other person as
         aforesaid.

44.      A Shareholder whose shares have been forfeited or surrendered shall
         cease to be a Shareholder in respect of the forfeited or surrendered
         shares but shall, notwithstanding the forfeiture or surrender, remain
         liable to pay to the Company all monies which at the date of forfeiture
         or surrender were presently payable by him to the Company in respect of
         the shares, with interest thereon at a rate determined by the Directors
         not exceeding ten per cent per annum from the date of forfeiture or
         surrender as the case may be until payment and the Directors may
         enforce payment without any allowance for the value of the shares at
         the time of forfeiture or surrender.


                                       9
<PAGE>


45.      An affidavit by a Director or the Secretary that a share has been duly
         forfeited or surrendered on the date stated therein shall be conclusive
         evidence of the facts so stated as against all persons claiming to be
         entitled to the share and such affidavit and the receipt of the Company
         for the consideration (if any) given for the share on the sale,
         re-allotment or disposal thereof, together with the certificate for the
         share delivered to a purchaser or allottee thereof, shall (subject to
         the execution of a transfer if the same be so required) constitute good
         title to the share and the person to whom the share is sold,
         re-allotted or disposed of shall be registered as the holder of the
         share and shall not be bound to see to the application of the
         consideration (if any), nor shall his title to the share be affected by
         any irregularity or invalidity in the proceedings in respect of the
         forfeiture, surrender, sale, re-allotment or disposal of the share.

46.      The provisions of these Articles as to forfeiture and surrender 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 been
         payable by virtue of a call duly made and notified.

                       TRANSFER AND TRANSMISSION OF SHARES

47.      All transfers of shares shall be effected by notice (a "Transfer
         Notice") in the usual common form or in any other form approved by the
         Directors.

48.      All Transfer Notices shall be signed by or on behalf of the transferor
         and, in the case of a partly paid share, by the transferee. The
         transferor shall be deemed to remain the holder of the share until the
         name of the transferee is entered on the Register in respect thereof.

49.      The Directors may in their absolute discretion, and without assigning
         any reason therefor, refuse to register any transfer of partly paid
         shares or any transfer of shares on which the Company has a lien but
         shall not otherwise refuse to register a transfer of shares made in
         accordance with these Articles.

50.      The Directors may decline to recognise any Transfer Notice, unless:-

         (a)      the Transfer Notice is deposited at the Office or such other
                  place as the Directors may appoint 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)      the Transfer Notice is in respect of only one class of shares.

51.      If the Directors refuse to register any transfer of shares they shall,
         within two months after the date on which the Transfer Notice was
         lodged with the Company, send to the proposed transferor and transferee
         notice of the refusal.

52.      All Transfer Notices relating to transfers of shares which are
         registered shall be retained by the Company, but any Transfer Notices
         relating to transfers of shares which the Directors decline to register
         shall (except in any case of fraud) be returned to the person
         depositing the same.

53.      The registration of transfers of shares or of any class of shares may
         not be suspended.

54.      Unless otherwise decided by the Directors in their sole discretion, no
         fee shall be charged in respect of the registration of any probate,
         letters of administration, certificate of marriage or death, power of
         attorney or other document relating to or affecting the title to any
         shares.


                                       10
<PAGE>


55.      In respect of any allotment of any share the Directors shall have the
         same right to decline to approve the registration of any renouncee of
         any allottee as if the application to allot and the renunciation were a
         transfer of a share under these Articles.

56.      In the case of the death of a Shareholder, the survivors or survivor,
         where the deceased was a joint holder, and the executors or
         administrators of the deceased, where he was a sole or only surviving
         holder, shall be the only persons recognised by the Company as having
         any title to his interest in the shares, but nothing in this Article
         shall release the estate of a deceased joint holder from any liability
         in respect of any share jointly held by him.

57.      Any guardian of an infant Shareholder and any curator or guardian or
         other legal representative of a Shareholder under legal disability and
         any person becoming entitled to a share in consequence of the death or
         insolvency or bankruptcy of a Shareholder or otherwise by operation of
         law may, upon such evidence as to his entitlement being produced as may
         from time to time be required by the Directors and subject as
         hereinafter provided, elect either to be registered himself as the
         holder of the share or to have some person nominated by him registered
         as the holder thereof.

58.      If the person so becoming entitled shall elect to be registered
         himself, he shall deliver or send to the Company a notice signed by him
         stating that he so elects together with such evidence as to his
         entitlement as may from time to time be required by the Directors. If
         he shall elect to have another person registered, he shall testify his
         election by signing a Transfer Notice in favour of that person. All the
         limitations, restrictions and provisions of these Articles relating to
         the right to transfer and the registration of transfers of shares shall
         be applicable to any such notice or Transfer Notice as aforesaid as
         would have existed had such transfer occurred before the death,
         insolvency or bankruptcy of the Shareholder concerned.

59.      A person becoming entitled to a share by reason of the death or
         insolvency or bankruptcy of a Shareholder or otherwise by operation of
         law shall, upon such evidence as to his entitlement being produced as
         may from time to time be required by the Directors, be entitled to the
         same dividends and other advantages to which he would be entitled if he
         were the registered holder of the share, except that he shall not,
         before being registered as a Shareholder in respect of the share, be
         entitled in respect of it to exercise any right conferred by membership
         in relation to meetings of the Company provided always that the
         Directors may at any time give notice requiring any such person to
         elect either to be registered himself or to transfer the share and if
         the notice is not complied with within one month such person shall be
         deemed to have so elected to be registered himself and all the
         restrictions on the transfer and transmission of shares contained in
         these Articles shall apply to such election.

                                GENERAL MEETINGS

60.      An annual general meeting shall be held once in every calendar year,
         either in or outside the Island, at such time and place as may be
         determined by the Directors. All other general meetings shall be called
         extraordinary general meetings.

61.      The Directors may whenever they think fit, and upon a requisition made
         in writing by Shareholders in accordance with the Law the Directors
         shall, convene an extraordinary general meeting of the Company.

62.      At any extraordinary general meeting called pursuant to a requisition,
         unless such meeting is called by the Directors, no business other than
         that stated in the requisition as the objects of the meeting shall be
         transacted.


                                       11
<PAGE>


                                 CLASS MEETINGS

63.      Save as is provided in these Articles or any Statement of Rights, all
         the provisions of these Articles and of the Law relating to general
         meetings of the Company and to the proceedings thereat shall apply,
         mutatis mutandis, to every class meeting. Subject to the provisions of
         these Articles and any Statement of Rights, at any class meeting the
         holders of shares of the relevant class shall, on a poll, have one vote
         in respect of each share of that class held by each of them.

                           NOTICE OF GENERAL MEETINGS

64.      At least twenty-one clear days' notice shall be given to Shareholders
         entitled to receive notice thereof of every annual general meeting and
         of every general meeting called for the passing of a Special
         Resolution, and at least fourteen clear days' notice shall be given of
         all other general meetings. Every notice shall specify the place, the
         day and the time of the meeting and in the case of special business,
         the general nature of such business and, in the case of an annual
         general meeting, shall specify the meeting as such. Notice of every
         meeting shall be given in the manner hereinafter mentioned to the
         Shareholders entitled to receive notice thereof and to the Directors
         and to the auditors.

65.      A meeting of the Company shall, notwithstanding that it is called by
         shorter notice than that specified in Article 64 hereof, be deemed to
         have been duly called if it is so agreed:-

         (a)      in the case of an annual general meeting, by all the
                  Shareholders entitled to attend and vote thereat; and

         (b)      in the case of any other meeting, by a majority in number of
                  Shareholders having a right to attend and vote at the meeting,
                  being a majority together holding not less than ninety-five
                  per cent of the total voting rights of the shareholders who
                  have that right.

66.      In every notice calling a meeting of the Company there shall appear
         with reasonable prominence a statement that a Shareholder entitled to
         attend and vote is entitled to appoint one or more proxies to attend
         and vote instead of him and that a proxy need not also be a
         Shareholder.

67.      It shall be the duty of the Company, subject to the provisions of the
         Law, on the calling of a meeting on the requisition in writing of such
         number of Shareholders as is specified by the Law:-

         (a)      to give to the Shareholders entitled to receive notice of
                  general meetings and to the Directors notice of any resolution
                  which may properly be moved and which it is intended to move
                  at that meeting; and

         (b)      to circulate to Shareholders entitled to have notice of any
                  general meeting sent to them, any statement of not more than
                  one thousand words with respect to the matter referred to in
                  any proposed resolution or the business to be dealt with at
                  that meeting.

68.      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 that meeting.

                         PROCEEDINGS AT GENERAL MEETINGS

69.      The business of an annual general meeting shall be to receive and
         consider the accounts of the Company and the reports of the Directors
         and auditors, to elect Directors (if necessary), to elect auditors and
         fix their remuneration, to sanction a dividend if thought fit so to do,
         and to transact any other business of which notice has been given.


                                       12
<PAGE>


70.      No business shall be transacted at any general meeting except the
         adjournment of the meeting unless a quorum of Shareholders entitled to
         vote at such meeting is present at the time when the meeting proceeds
         to business. Such quorum shall consist of not less than two such
         Shareholders present in person holding shares conferring not less than
         one-third of the total voting rights of all the Shareholders entitled
         to vote at the general meetings provided that, if at any time all of
         the issued shares in the Company entitling any Shareholder to vote at a
         general meeting are held by one Shareholder, such quorum shall consist
         of the Shareholder present in person.

71.      If within half an hour from the time appointed for the meeting a quorum
         is not present, or if during the meeting a quorum ceases to be present,
         the meeting, if convened by or upon the requisition of Shareholders,
         shall be dissolved. If otherwise convened the meeting shall stand
         adjourned to the same day in the next week at the same time and place
         or such day, time and place as the Directors shall determine.

72.      The chairman (if any) of the Directors shall preside as chairman at
         every general meeting of the Company. If there is no such chairman, or
         if at any meeting he is not present the Shareholders present in person
         shall choose one of the Directors present to be chairman, or if no
         Director shall be present and willing to take the chair the
         Shareholders present in person shall choose one of their number to be
         chairman.

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

74.      Except where otherwise provided in the Law or in these Articles, all
         resolutions shall be adopted if approved by a majority of the votes
         cast. In the event of an equality of votes at any general meeting,
         whether upon a show of hands or on a poll, the chairman shall not be
         entitled to a second or casting vote.

75.      The validity of any resolution shall not be affected by the failure of
         any proxy, attorney or representative to vote in accordance with the
         instructions (if any) of the Shareholder who appointed him.

76.      At any general meeting every question shall be decided in the first
         instance by a show of hands and, unless a poll is demanded by the
         chairman or by any Shareholder, a declaration by the chairman that a
         resolution has on a show of hands been carried or not carried, or
         carried or not carried by a particular majority or lost, and an entry
         to that effect in the minutes 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.

77.      If a poll is demanded in the manner mentioned above, it shall be taken
         at such time (within twenty-one days) and in such manner as the
         chairman directs and the results of such poll shall be deemed to be the
         resolution of the Company in general meeting.  A poll may be demanded
         upon the election of the chairman and upon a question of adjournment
         and such poll shall be taken forthwith without adjournment.  Any
         business other than that upon which a poll has been demanded may
         proceed pending the taking of the poll.


78.      Minutes of all resolutions and proceedings of general meetings shall be
         duly and regularly entered in books kept for that purpose and shall be
         available for inspection by a Shareholder during business hours without
         charge. A Shareholder may require a copy of any such minutes in such
         manner, and upon payment of such sum, as provided in the Law.

79.      If a Shareholder is by any means in communication with one or more
         other Shareholders so that each Shareholder participating in the
         communication can hear what is said by any other of them, each
         Shareholder so participating in the communication is deemed to be
         present in person at a meeting with the other Shareholders so
         participating, notwithstanding that all the Shareholders so
         participating are not present together in the same place. A meeting at
         which any or all of the Shareholders participate as aforesaid shall be
         deemed to be a general meeting of the Company for the purposes of these
         Articles notwithstanding any other provisions of these Articles and all
         of the provisions of these Articles and of the Law relating to general
         meetings of the Company and to the proceedings thereat shall apply,
         mutatis mutandis, to every such meeting.


                                       13
<PAGE>


80.      A resolution in writing (including a Special Resolution but excluding a
         resolution removing an auditor or removing a Director before the
         expiration of his term of office) signed by all Shareholders who would
         be entitled to receive notice of and to attend and vote at a general
         meeting at which such a resolution would be proposed, or by their duly
         appointed attorneys, shall be as valid and effectual as if it had been
         passed at a general meeting of the Company duly convened and held. Any
         such resolution may consist of several documents in the like form each
         signed by one or more of the Shareholders or their attorneys and
         signature in the case of a corporate body which is a Shareholder shall
         be sufficient if made by a director or other duly authorised officer
         thereof or its duly appointed attorney.

81.      (1)      On a show of hands every Shareholder present in person shall
                  have one vote.

         (2)      Subject to any special voting powers or restrictions for the
                  time being attached to any shares, as may be specified in the
                  terms of issue thereof, these Articles or any Statement of
                  Rights, on a poll every Shareholder present in person shall
                  have one vote for each share held by him.

82.      Where there are joint registered holders of any share, such persons
         shall not have the right of voting individually in respect of such
         share but shall elect one of their number to represent them and to vote
         whether in person or by proxy in their name. In default of such
         election the person whose name appears first in order in the Register
         in respect of such share shall be the only person entitled to vote in
         respect thereof.

83.      A Shareholder for whom a special or general attorney is appointed or
         who is suffering from some other legal incapacity or interdiction in
         respect of whom an order has been made by any court having jurisdiction
         (whether in the Island of Jersey or elsewhere) in matters concerning
         legal incapacity or interdiction may vote, whether on a show of hands
         or on a poll, by his attorney, curator, or other person authorised in
         that behalf appointed by that court, and any such attorney, curator or
         other person may vote by proxy. Evidence to the satisfaction of the
         Directors of the authority of such attorney, curator or other person
         may be required by the Directors prior to any vote being exercised by
         such attorney, curator or other person.

84.      The Directors and the auditors shall be entitled to receive notice of
         and to attend and speak at any meeting of Shareholders. Save as
         aforesaid and as provided in Article 83 hereof, no person shall be
         entitled to be present or take part in any proceedings or vote either
         personally or by proxy at any general meeting unless he has been
         registered as owner of the shares in respect of which he claims to
         vote.

85.      (1)      No objection shall be raised to the qualification of any voter
                  except at the meeting or adjourned meeting at which the vote
                  objected to is given or tendered, and every vote not
                  disallowed at such meeting shall be valid for all purposes.
                  Any such objection made in due time shall be referred to the
                  chairman of the meeting whose decision shall be final and
                  conclusive.

         (2)      Where a person is authorised under Article 97 hereof to
                  represent a body corporate at a general meeting of the Company
                  the Directors or the chairman of the meeting may require him
                  to produce a certified copy of the resolution from which he
                  derives his authority.

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

87.      A Shareholder may appoint any person (whether or not a Shareholder) to
         act as his proxy at any meeting of Shareholders (or of any class of
         Shareholders) in respect of all or a particular number of the shares
         held by him. A Shareholder may appoint more than one person to act as
         his proxy and each such person shall act as proxy for the Shareholder
         for the number of shares specified in the instrument appointing the
         person as a proxy. If a Shareholder appoints more than one person to


                                       14
<PAGE>


         act as his proxy, each instrument appointing a proxy shall specify the
         number of shares held by the Shareholder for which the relevant person
         is appointed his proxy.

88.      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 seal or under the hand of an
         officer or attorney duly authorised. A proxy need not be a Shareholder.

89.      Each duly appointed proxy has the same rights as the Shareholder by
         whom he was appointed to:

         (a)      speak at a meeting; and

         (b)      vote at a meeting in respect of the number of shares held by
                  the Shareholder for which he is appointed his proxy.

90.      If a Shareholder appoints more than one proxy (but subject to the
         voting instructions (if any) given by the Shareholder), no proxy
         appointed by the Shareholder need cast all the votes used by him in
         respect of any resolution in the same way as any other proxy appointed
         by the Shareholder.

91.      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
         within such time (not exceeding forty-eight hours) before the time for
         holding the meeting or adjourned meeting or for the taking of a poll at
         which the person named in the instrument proposes to vote as the
         Directors may from time to time determine.

92.      The instrument appointing a proxy may be in any common form or in any
         other form approved by the Directors including the following form:-

         "WNS (HOLDINGS) LIMITED

         I/We [ ] of [ ] being a Shareholder/Shareholders of the above named
         Company hereby appoint [ ] of [ ] or failing him [ ] of [ ] as my/our
         proxy to vote for me/us on my/our behalf at the (annual or
         extraordinary as the case may be) general meeting of the Company to be
         held on the [ ] day of [ ] and at any adjournment thereof.

         Signed this[ ] day of [ ]"

93.      Unless the contrary is stated thereon the instrument appointing a proxy
         shall be as valid as well for any adjournment of the meeting as for the
         meeting to which it relates. If an instrument of proxy relating to more
         than one meeting (including any adjournment thereof) is deposited at
         the Office (or such other place as may be specified from time to time
         by the Directors for this purpose) in accordance with Article 91 hereof
         (together with any other document required to be deposited by that
         Article) for the purposes of any meeting, neither the instrument of
         proxy nor any such other document need be deposited for the purposes of
         any subsequent meeting to which the instrument of proxy relates.

94.      A vote given in accordance with the terms of an instrument of proxy
         shall be valid notwithstanding the previous death or insanity of the
         principal or revocation of the proxy or of the authority under which
         the proxy was executed provided that no intimation in writing of such
         death, insanity or revocation shall have been received by the Company
         at the Office before the


                                       15
<PAGE>


         commencement of the meeting or adjourned meeting or the taking of the
         poll at which the proxy is used.

95.      A Shareholder may attend and participate at any meeting notwithstanding
         that he has appointed one or more persons to act as his proxy at the
         meeting. No instrument appointing a proxy shall be revoked by the
         appointing Shareholder attending and participating in a meeting, unless
         the appointing Shareholder votes on a poll at the meeting in respect of
         the shares for which the relevant proxy is appointed his proxy.

96.      The Directors may at the expense of the Company send by post or
         otherwise to the Shareholders instruments of proxy (with or without
         provision for their return prepaid) for use at any general meeting or
         at any separate meeting of the holders of any class of shares of the
         Company either in blank or nominating in the alternative any one or
         more of the Directors or any other persons. If for the purpose of any
         meeting invitations to appoint as proxy a person or one or more of a
         number of persons specified in the invitations are issued at the
         Company's expense they shall be issued to all (and not to some only) of
         the Shareholders entitled to be sent a notice of the meeting and to
         vote thereat by proxy.

                             CORPORATE SHAREHOLDERS

97.      Any body corporate which is a Shareholder 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 Shareholders (or of
         any class of Shareholders) in respect of all or a particular number of
         the shares held by the Shareholder. A body corporate which is a
         Shareholder may appoint more than one person to act as its
         representative. If a body corporate which is a Shareholder appoints
         more than one person to act as its representative, each resolution (and
         each instrument of appointment) shall specify the number of shares held
         by the Shareholder for which the relevant person is appointed its
         representative. For the avoidance of doubt, any body corporate which is
         a Shareholder may by resolution of its directors or other governing
         body (or otherwise as permitted by its constitution) appoint (in
         addition to the representatives (if any) appointed by it) any number of
         persons to act as its proxy at any meeting of Shareholders (or of any
         class of Shareholders) in respect of all or a particular number of the
         shares held by the Shareholder.

98.      Each person duly authorised to act as a representative of a body
         corporate which is a Shareholder shall be entitled to exercise on
         behalf of the Shareholder the same powers (in respect of the number of
         shares held by the Shareholder for which the relevant person is
         appointed its representative) as the Shareholder could exercise if it
         were a natural person.

99.      If a Shareholder which is a body corporate appoints more than one
         representative (but subject to the voting instructions (if any) given
         by the Shareholder), no representative need cast all the votes used by
         him in respect of any resolution in the same way as any other
         representative or any proxy appointed by the Shareholder.

                                    DIRECTORS

100.     The Directors shall determine the maximum and minimum number of
         Directors provided that the minimum number of Directors shall be not
         less than three. The Company shall keep or cause to be kept at the
         Office a register of its Directors in the manner required by the Law.


                                       16
<PAGE>


101.     A Director need not be a Shareholder but shall nevertheless be entitled
         to receive notice of and to attend and speak at any general meeting or
         at any separate meeting of the holders of any class of shares in the
         Company.

102.     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 Shareholders or otherwise on
         the affairs of the Company. They shall also be paid by way of
         remuneration for their services such sum as shall be fixed by Ordinary
         Resolution of the Company, which, subject to such Ordinary Resolution,
         shall be divided between them as they shall agree or, failing
         agreement, equally and shall be deemed to accrue from day to day. If
         any Director 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, and such remuneration may be either in addition to or in
         substitution for his remuneration hereinbefore provided.

                               ALTERNATE DIRECTORS

103.     Any Director may at his sole discretion and at any time and from time
         to time appoint any person (other than a person disqualified by law
         from being a director of a company) as an alternate Director to attend
         and vote in his place at any meetings of Directors at which he is not
         personally present. Each Director shall be at liberty to appoint under
         this Article more than one alternate Director provided that only one
         such alternate Director may at any one time act on behalf of the
         Director by whom he has been appointed. Every such appointment shall be
         effective and the following provisions shall apply in connection
         therewith:-

         (a)      every alternate Director while he holds office as such shall
                  be entitled to notice of meetings of Directors and to attend
                  and to exercise all the rights and privileges of his appointor
                  at all such meetings at which his appointor is not personally
                  present;

         (b)      every alternate Director shall ipso facto vacate office if and
                  when his appointment expires or the Director who appointed him
                  ceases to be a Director of the Company or removes the
                  alternate Director from office by notice under his hand served
                  upon the Company;

         (c)      every alternate Director shall be entitled to be paid all
                  travelling, hotel and other expenses reasonably incurred by
                  him in attending meetings. The remuneration (if any) of an
                  alternate Director shall be payable out of the remuneration
                  payable to the Director appointing him as may be agreed
                  between them;

         (d)      a Director may act as alternate Director for another Director
                  and shall be entitled to vote for such other Director as well
                  as on his own account, but no Director shall at any meeting be
                  entitled to act as alternate Director for more than one other
                  Director; and

         (e)      a Director who is also appointed an alternate Director shall
                  be considered as two Directors for the purpose of making a
                  quorum of Directors when such quorum shall exceed two.

         If a Director who has appointed an alternate Director is for the time
         being temporarily unable to act through ill health or disability the
         signature of the alternate Director to any resolution in writing made
         by the Directors shall be as effective as the signature of his
         appointer.

104.     The instrument appointing an alternate Director may be in any form
         approved by the Directors including the following form:-

         "WNS (HOLDINGS) LIMITED


                                       17
<PAGE>


         I, [ ] a Director of the above named Company, in pursuance of the power
         in that behalf contained in the Articles of Association of the Company,
         do hereby nominate and appoint [ ] of [ ] to act as alternate Director
         in my place at the meeting of the Directors to be held on the [ ] day
         of [ ] and at any adjournment thereof which I am unable to attend and
         to exercise all my duties as a Director of the Company at such meeting.

         Signed this [ ] day of [ ]"

105.     Save as otherwise provided in Article 102(b) hereof, any appointment or
         removal of an alternate Director shall be by notice signed by the
         Director making or revoking the appointment and shall take effect when
         lodged at the Office or otherwise notified to the Company in such
         manner as is approved by the Directors.

                               EXECUTIVE DIRECTORS

106.     The Directors may from time to time appoint one or more of their number
         to be the holder of any executive office on such terms and for such
         periods as they may determine. The appointment of any Director to any
         executive office shall be subject to termination if he ceases to be a
         Director, but without prejudice to any claim for damages for breach of
         any contract of service between him and the Company.

107.     The Directors may entrust to and confer upon a Director holding any
         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.

                            APPOINTMENT OF DIRECTORS

108.     Subject to the provisions of Articles 100, 110 and 123 hereof, only
         the Directors shall have power at any time and from time to time to
         appoint any person to be a Director, either to fill any vacancy or as
         an addition to the existing Directors. The Directors may determine that
         a vacancy shall be filled as the Company in general meeting may direct.
         Any Director who is appointed shall hold office until he resigns, until
         the annual general meeting for the year in which his term of office
         expires or until he is disqualified in accordance with Article 113
         hereof, whichever happens first. A vacancy for the purposes solely of
         this Article 108 shall be deemed to exist if a Director dies or if he
         vacates his office under Article 113 hereof but not on the expiry of
         his term of office.

109.     The Directors shall be divided into three classes designated as class
         I, class II and class III. Each class of Directors shall consist, as
         nearly as possible, of one-third of the total number of Directors. The
         Directors shall be assigned to each class as shall be determined by
         them. At the annual general meeting of the Company held in 2007, the
         term of office of the class I Directors shall expire and class I
         Directors shall be elected for a full term of three years. At the
         annual general meeting of the Company held in 2008, the term of office
         of the class II Directors shall expire and class II Directors shall be
         elected for a full term of three years. At the annual general meeting
         of the Company held in 2009, the term of office of the class III
         Directors shall expire and class III Directors shall be elected for a
         full term of three years. At each succeeding annual general meeting,
         Directors shall be elected for a term of three years to succeed the
         Directors of the class whose term of office expires at such annual
         general meeting. If the number of Directors is changed by resolution of
         the Directors, any increase or decrease shall be apportioned among the
         classes so as to maintain the number of Directors in each class as
         nearly equal as possible, and any Director of any class elected to fill
         a vacancy shall hold office for a term that shall coincide with the
         remaining term of the other Directors of that class but in no case
         shall a decrease in the number of Directors shorten the term of any
         Director then in office.


                                       18
<PAGE>


110.     At any general meeting at which a Director retires or at which his
         period of office expires, the Company shall elect a Director to fill
         the vacancy.

111.     Where the number of persons validly proposed for election or
         re-election as a Director is greater than the number of Directors to be
         elected, the persons receiving the most votes (up to the number of
         Directors to be elected) shall be elected as Directors and an absolute
         majority of the votes cast shall not be a pre-requisite to the election
         of such Directors.

112.     Thirty clear days' notice expiring on the anniversary of the preceding
         annual general meeting of the Company shall be given to the Company of
         the intention of any Shareholder or Shareholders holding at least
         one-tenth of the total voting rights of the Shareholders who have the
         right to vote at general meetings to propose any person for election to
         the office of Director provided always that, if the Shareholders
         present at a general meeting unanimously consent, the chairman of such
         meeting may waive the said notice and submit to the meeting the name of
         any person duly qualified and willing to act.

             RESIGNATION, DISQUALIFICATION AND REMOVAL OF DIRECTORS

113.     The office of a Director shall be vacated if:-

         (a)      he resigns his office by notice to the Company; or

         (b)      he ceases to be a Director by virtue of any provision of the
                  Law or he becomes prohibited or disqualified by law from being
                  a Director; or

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

         (d)      if he becomes of unsound mind; or

         (e)      he is removed from office for gross negligence or criminal
                  conduct by Ordinary Resolution of the Shareholders.

                               POWERS OF DIRECTORS

114.     The business of the Company shall be managed by the Directors who may
         exercise all such powers of the Company as are not by the Law or these
         Articles required to be exercised by the Company in general meeting,
         and the power and authority to represent the Company in all
         transactions relating to real and personal property and all other legal
         or judicial transactions, acts and matters and before all courts of law
         shall be vested in the Directors. The Directors' powers shall be
         subject to any regulations of these Articles, to the provisions of the
         Law and to such regulations, being not inconsistent with the aforesaid
         regulations or provisions, as may be prescribed by the Company in
         general meeting, but no regulations made by the Company in general
         meeting shall invalidate any prior act of the Directors which would
         have been valid if such regulations had not been made.

115.     The Directors may, by power of attorney, mandate 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.


                                       19
<PAGE>


                           TRANSACTIONS WITH DIRECTORS

116.     A Director, including an alternate Director, may hold any other office
         or place of profit under the Company (other than the office of auditor)
         in conjunction with his office of Director and may act in a
         professional capacity to the Company on such terms as to tenure of
         office, remuneration and otherwise as the Directors may determine.

117.     (1)      Subject to the provisions of the Law, and provided that he has
                  disclosed to the Directors the nature and extent of any of his
                  interests which conflict or may conflict to a material extent
                  with the interests of the Company at the first meeting of the
                  Directors at which a transaction is considered or as soon as
                  practical after that meeting by notice in writing to the
                  Secretary or has otherwise previously disclosed that he is to
                  be regarded as interested in a transaction with a specific
                  person, a Director notwithstanding his office:-

         (a)      may be a party to, or otherwise interested in, any transaction
                  or arrangement with the Company or in which the Company is
                  otherwise interested;

         (b)      may be a director or other officer of, or employed by, or 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 otherwise interested; and

         (c)      shall not, by reason of his office, be accountable to the
                  Company for any benefit which he derives from any such office
                  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.

         (2)      For the purposes of paragraph (1) above:-

         (a)      a general notice given to the Directors or Secretary in the
                  manner specified in paragraph (1) above 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; and

         (b)      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 that Director.

118.     Where disclosure of an interest is made to the Secretary in accordance
         with Article 117 the Secretary shall inform the Directors that it has
         been made and table the notice of the disclosure at the next meeting of
         the Directors. Any disclosure at a meeting of the Directors shall be
         recorded in the minutes of the meeting.

                            PROCEEDINGS OF DIRECTORS

119.     The Directors may meet together for the despatch of business, adjourn
         and otherwise regulate their meetings as they think fit. Questions
         arising at any meeting shall be determined by a majority of votes. 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 the Director whom he is representing, to a
         separate vote on behalf of such Director in addition to his own vote. A
         Director may, and the Secretary on the requisition of a Director shall,
         at any time, summon a meeting of the Directors by giving to each
         Director and alternate Director not less than twenty-four hours' notice
         of the meeting provided that any meeting may be convened at shorter
         notice and in such manner as each Director or his alternate Director
         shall approve provided further that unless otherwise resolved by the
         Directors notices of Directors' meetings need not be in writing.


                                       20
<PAGE>


120.     A meeting of the Directors at which a quorum is present shall be
         competent to exercise all powers and discretions for the time being
         exercisable by the Directors. The quorum necessary for the transaction
         of the business of the Directors may be fixed by the Directors, and
         unless so fixed at any other number shall be three, of whom two shall
         not be Executive Directors. Where more than three Directors are present
         at a meeting, a majority of them must not be Executive Directors in
         order for the meeting to be quorate. For the purposes of this Article
         and subject to the provisions of Article 103(e) hereof an alternate
         Director shall be counted in a quorum, but so that not less than two
         individuals will constitute the quorum.

121.     A Director, notwithstanding his interest, may be counted in the quorum
         present at any meeting at which he is appointed to hold any office or
         place of profit under the Company, or at which the terms of his
         appointment are arranged, but he may not vote on his own appointment or
         the terms thereof or on any proposal to select him for re-election as a
         Director.

122.     A Director, notwithstanding his interest, may be counted in the quorum
         present at any meeting at which any contract or arrangement in which he
         is interested is considered and, subject to the provisions of Articles
         117 hereof, he may vote in respect of any such contract or arrangement.

123.     The continuing Directors may act notwithstanding any vacancies in their
         number, but, if the number of Directors is less than the number fixed
         as the quorum, the continuing Directors may act only for the purpose of
         filling vacancies or of calling a general meeting of the Company. If
         there are no Directors or no Director is able or willing to act, then
         any Shareholder or the Secretary may summon a general meeting for the
         purpose of appointing Directors.

124.     The Directors may from time to time elect from their number, and
         remove, a chairman and/or deputy chairman and/or vice-chairman and
         determine the period for which they are to hold office. The chairman,
         or in his absence the deputy chairman, or in his absence, the
         vice-chairman, shall preside at all meetings of the Directors, but if
         no such chairman, deputy chairman or vice-chairman be elected, or if at
         any meeting the chairman, the deputy chairman and vice-chairman be not
         present within five minutes after the time appointed for holding the
         same, the Directors present may choose one of their number to be the
         chairman of the meeting.

125.     The Directors may delegate any of their powers to committees consisting
         of such Directors or Director or such other persons as they think fit.
         Any committee so formed shall in the exercise of the powers so
         delegated conform to any regulations that may be imposed on it by the
         Directors. The meetings and proceedings of any such committee
         consisting of two or more persons 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.

126.     If a Director is by any means in communication with one or more other
         Directors so that each Director participating in the communication can
         hear what is said by any other of them, each Director so participating
         in the communication is deemed to be present at a meeting with the
         other Directors so participating, notwithstanding that all the
         Directors so participating are not present together in the same place.

127.     A resolution in writing of which notice has been given to all of the
         Directors or to all of the members of a committee appointed pursuant to
         Article 125 hereof (as the case may be), if signed by a majority of the
         Directors or of the members of such committee (as the case may be),
         shall be valid and effectual as if it had been passed at a meeting of
         the Directors or of the relevant committee and may consist of two or
         more documents in like form each signed by one or more of the Directors
         or members of the relevant committee.


                                       21
<PAGE>


128.     All acts done bona fide by any meeting of Directors or of a committee
         appointed by the Directors or by any person acting as a Director shall,
         notwithstanding that it is afterwards discovered that there was some
         defect in the appointment of any such Director or committee or person
         acting as aforesaid, or that they or any of them were disqualified or
         had vacated office or were not entitled to vote, 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 and had been entitled to vote.

                                   MINUTE BOOK

129.     The Directors shall cause all resolutions in writing passed in
         accordance with Articles 80 and 127 hereof and minutes of proceedings
         at all general meetings of the Company or of the holders of any class
         of shares and of the Directors and of committees appointed by the
         Directors to be entered in books kept for the purpose. Any minutes of a
         meeting, if purporting to be signed by the chairman of the meeting or
         by the chairman of the next succeeding meeting, shall be evidence of
         the proceedings.

                                    SECRETARY

130.     The Secretary shall be appointed by the Directors and any secretary so
         appointed may be removed by the Directors. Anything required or
         authorised to be done by or to the Secretary may, if the office is
         vacant or there is for any other reason no secretary capable of acting,
         be done by or to any assistant or deputy secretary or if there is no
         assistant or deputy secretary capable of acting, by or to any officer
         of the Company authorised generally or specially in that behalf by the
         Directors provided that any provisions of these Articles requiring or
         authorising a thing to be done by or to a Director and the Secretary
         shall not be satisfied by its being done by or to the same person
         acting both as Director and as, or in place of, the Secretary. The
         Company shall keep or cause to be kept at the Office a register of
         particulars with regard to its Secretary in the manner required by the
         Law.

                            EXECUTION OF INSTRUMENTS

131.     The Company may have a common seal and may in accordance with the Law
         have an official seal for use outside of the Island and an official
         seal for sealing securities issued by the Company or for sealing
         documents creating or evidencing securities so issued. The Directors
         shall provide for the safe custody of all seals and no seal shall be
         used except by the authority of a resolution of the Directors or of a
         committee of the Directors authorised in that behalf by the Directors.

132.     The Directors may from time to time make such regulations as they think
         fit determining the persons and the number of such persons who shall
         sign every instrument to which a seal is affixed and until otherwise so
         determined every such instrument shall be signed by one Director and
         shall be countersigned by the Secretary or by a second Director. The
         Company may, in writing under its common seal, authorise an agent
         appointed for the purpose to affix any official seal to a document to
         which the Company is a party.

133.     (1)      Approved Documents may be signed for and on behalf of the
                  Company by such person or persons as the Directors may from
                  time to time authorise. In the absence of an express
                  authorisation to execute an Approved Document any two of the
                  Directors may execute such Approved Documents for and on
                  behalf of the Company.

         (2)      The term "Approved Documents" as used in this Article shall
                  mean all written documents that have been duly approved by the
                  Directors for execution for and on behalf of the Company.


                                       22
<PAGE>


                           AUTHENTICATION OF DOCUMENTS

134.     Any Director or the Secretary or any person appointed by the Directors
         for the purpose shall have power to authenticate any documents
         affecting the constitution of the Company (including the Memorandum of
         Association and these Articles) and any resolutions passed by the
         Company or the Directors and any books, records, documents and accounts
         relating to the business of the Company, and to certify copies thereof
         or extracts therefrom as true copies or extracts; and where books,
         records, documents or accounts are elsewhere than at the Office, the
         local manager or other officer of the company having the custody
         thereof shall be deemed to be a person appointed by the Directors as
         aforesaid.

                                    DIVIDENDS

135.     Subject to each Statement of Rights, the provisions of the Law and
         these Articles, the Company may by Ordinary Resolution declare
         dividends in accordance with the respective rights of the Shareholders,
         but no dividend shall exceed the amount recommended by the Directors.

136.     Subject to any particular rights or limitations as to dividend for the
         time being attached to any shares, as may be specified in these
         Articles or in any Statement of Rights or upon which any such shares
         may be issued, all dividends shall be declared, apportioned and paid
         pro-rata according to the amounts paid up (as to both par and any
         premium) on the shares (otherwise than in advance of calls) during any
         portion or portions of the period in respect of which the dividend is
         paid.

137.     Subject to the provisions of the Law, these Articles and any Statement
         of Rights, the Directors may, if they think fit, from time to time pay
         to the Shareholders such interim dividends as appear to the Directors
         to be justified.

138.     Subject to the provisions of the Law, these Articles and any Statement
         of Rights, the Directors may pay interim dividends in respect of those
         shares in the capital of the Company which confer on the holders
         thereof deferred or non-preferred rights, as well as in respect of
         those shares which confer on the holders thereof preferential rights
         with regard to dividend. Subject to the provisions of the Law, these
         Articles and any Statement of Rights, the Directors may also pay
         half-yearly, or at other suitable intervals to be settled by them, any
         dividend which may be payable at a fixed rate if they are of the
         opinion that the profits of the Company justify the payment. Provided
         the Directors act bona fide they shall not incur any personal liability
         to the holders of shares conferring a preference for any damage that
         they may suffer by reason of the payment of an interim dividend on any
         shares having deferred or non-preferred rights.

139.     The Directors may deduct from any dividend or other monies payable to
         any Shareholder on or in respect of a share all sums of money (if any)
         presently payable by him to the Company on account of calls or
         otherwise in relation to the shares of the Company and any sums
         required to be deducted therefrom by law.

140.     All unclaimed dividends may be invested or otherwise made use of by the
         Directors for the benefit of the Company until claimed. No dividend
         shall bear interest as against the Company.

141.     Any dividend which has remained unclaimed for a period of ten years
         from the date of declaration thereof shall, if the Directors so
         resolve, be forfeited and cease to remain owing by the Company and
         shall thenceforth belong to the Company absolutely.

142.     Subject to the provisions of the Law and any Statement of Rights, any
         dividend or other monies payable on or in respect of a share may be
         paid by cheque, warrant or electronic transfer either sent through the
         post to the registered address or transferred to the nominated bank
         account of the Shareholder or person entitled thereto (as the case may
         be), and in the case of joint holders to any


                                       23
<PAGE>


         one of such joint holders, or to such person and to such address or
         bank account as the holder or joint holders may in writing direct.
         Every such cheque or warrant shall be made payable to the order of the
         person to whom it is sent or to such other person as the holder or
         joint holders may in writing direct, and payment of the cheque or
         warrant or the making of the transfer to the nominated bank account
         shall be a good discharge to the Company. Every such cheque or warrant
         shall be sent, and every electronic transfer shall be made, at the risk
         of the person entitled to the money represented thereby.

143.     Subject to the provisions of the Law, these Articles and any Statement
         of Rights, a general meeting declaring a dividend may, upon the
         recommendation of the Directors, direct payment of such dividend wholly
         or in part by the distribution of specific assets, and in particular of
         paid up shares or debentures of any other company, and the Directors
         shall give effect to such resolution; and where any difficulty arises
         in regard to the distribution they may settle the same as they think
         expedient, and in particular may issue certificates representing part
         of a shareholding or fractions of shares, and may fix the value for
         distribution of such specific assets or any part thereof, and may
         determine that cash payment shall be made to any Shareholders upon the
         footing of the value so fixed, in order to adjust the rights of
         Shareholders, and may vest any specific assets in trustees upon trust
         for the persons entitled to the dividend as may seem expedient to the
         Directors, and generally may make such arrangements for the allotment,
         acceptance and sale of such specific assets or certificates
         representing part of a shareholding or fractions of shares, or any part
         thereof, and otherwise as they think fit.

144.     Any resolution declaring a dividend on the shares of any class, whether
         a resolution of the Company in general meeting or a resolution of the
         Directors, or any resolution of the Directors for the payment of a
         fixed dividend on a date prescribed for the payment thereof, may
         specify that the same shall be payable to the persons registered as the
         holders of shares of the class concerned at the close of business on a
         particular date, notwithstanding that it may be a date prior to that on
         which the resolution is passed (or, as the case may be, that prescribed
         for payment of a fixed dividend), and thereupon the dividend shall be
         payable to them in accordance with their respective holdings so
         registered, but without prejudice to the rights inter se in respect of
         such dividend of transferors and transferees of any shares of the
         relevant class.

                                  RESERVE FUND

145.     Before the declaration of a dividend the Directors may set aside any
         part of the net profits of the Company to create a reserve fund, and
         may apply the same either by employing it in the business of the
         Company or by investing it in such a manner (not being the purchase of
         or by way of loan upon the shares of the Company) as they think fit.
         Such reserve fund may be applied for the purpose of maintaining the
         property of the Company, replacing wasting assets, meeting
         contingencies, forming an insurance fund, or equalising dividends or
         special dividends, or for any other purpose for which the net profits
         of the Company may lawfully be used, and until the same shall be
         applied it shall remain undivided profits. The Directors may also carry
         forward to the accounts of the succeeding year or years any balance of
         profit which they do not think fit either to divide or to place to
         reserve.

                              SHARE PREMIUM ACCOUNT

146.     There shall be transferred to a share premium account, as required by
         the Law, the amount or value of any premium paid up on shares issued by
         the Company and the sums for the time being standing to the credit of
         the share premium account shall be applied only in accordance with the
         Law.


                                       24
<PAGE>


                                 CAPITALISATION

147.     The Company may, upon the recommendation of the Directors, by Ordinary
         Resolution resolve that it is desirable to capitalise any undistributed
         profits of the Company (including profits carried and standing to any
         reserve or reserves) not required for paying the fixed dividends on any
         shares entitled to fixed preferential dividends with or without further
         participation in profits, or any sum carried to reserve as a result of
         the sale or revaluation of the assets of the Company (other than
         goodwill) or any part thereof or, subject as hereinafter provided, any
         sum standing to the credit of the Company's share premium account or
         capital redemption reserve fund and accordingly that the Directors be
         authorised and directed to appropriate the profits or sum resolved to
         be capitalised to the Shareholders in the proportion in which such
         profits or sum would have been divisible amongst them had the same been
         applicable and had been applied in paying dividends, and to apply such
         profits or sum on their behalf, either in or towards paying up the
         amounts, if any, for the time being unpaid on any shares held by such
         Shareholders respectively, or in paying up in full either at par or at
         such premium as the said resolution may provide, any unissued shares or
         debentures of the Company, such shares or debentures to be allotted and
         distributed, credited as fully paid up, to and amongst such
         Shareholders in the proportions aforesaid, or partly in one way and
         partly in the other provided that the share premium account and the
         capital redemption reserve fund and any unrealised profits may not be
         applied in the paying up of any debentures of the Company.

148.     Whenever such a resolution as aforesaid shall have been passed, the
         Directors shall make all appropriations and applications of the profits
         or sum resolved to be capitalised thereby, and all allotments and
         issues of fully paid shares or debentures, if any, and generally shall
         do all acts and things required to give effect thereto, with full power
         to the Directors to make such provision by the issue of certificates
         representing part of a shareholding or fractions of shares or by
         payments in cash or otherwise as they think fit in the case of shares
         or debentures becoming distributable in fractions, and also to
         authorise any person to enter on behalf of all the Shareholders
         entitled to the benefit of such appropriations and applications into an
         agreement with the Company providing for the allotment to them
         respectively, credited as fully paid up, of any further shares or
         debentures to which they may be entitled upon such capitalisation, and
         any agreement made under such authority shall be effective and binding
         on all such Shareholders.

                               ACCOUNTS AND AUDIT

149.     The Company shall keep accounting records and the Directors shall
         prepare accounts of the Company, made up to such date in each year as
         the Directors shall from time to time determine, in accordance with and
         subject to the provisions of the Law.

150.     No Shareholder shall have any right to inspect any accounting records
         or other book or document of the Company except as conferred by the Law
         or authorised by the Directors or by Ordinary Resolution of the
         Company.

151.     The Directors, or the Company by Ordinary Resolution in general
         meeting, shall appoint auditors to examine the accounts of the Company
         and to report thereon in accordance with the Law.

                                     NOTICES

152.     Any notice to be given to or by any person pursuant to these Articles
         shall be in writing, save as provided in Article 119 hereof. In the
         case of joint holders of a share, all notices shall be given to that
         one of the joint holders whose name stands first in the Register in
         respect of the joint holding and notice so given shall be sufficient
         notice to all the joint holders.


                                       25
<PAGE>


153.     Any notice may be posted to or delivered personally to the registered
         address of any person or sent by facsimile to the facsimile number (if
         any) or sent by electronic transmission to the address (if any)
         supplied by that person to the Company for the purpose of receiving
         notices. A notice that is posted shall be deemed to be served one clear
         day after posting if sent to an address on the Island or three clear
         days after posting if sent to an address outside of the Island. A
         notice given personally shall be deemed to be served when actually left
         at the relevant registered address. A notice that is sent by fax or
         electronically transmitted shall be deemed to be served immediately
         upon transmission.

154.     In proving service of any notice served by post, it shall be sufficient
         to prove that the notice was properly addressed, stamped and posted. In
         proving service of any notice sent by facsimile, it shall be sufficient
         to prove receipt by the sender of a confirmed facsimile transmission
         report. In proving service of any notice sent by electronic
         transmission, it shall be sufficient to prove that the notice was
         properly addressed and shown as given in a report or log retained by or
         on behalf of the Company.

155.     Every person who, by operation of law, transfer or any other means,
         becomes entitled to be registered as the holder of any shares is bound
         by every notice which, prior to the person's name and address being
         entered into the Register in respect of those shares, was properly
         given to the person from whom the person derives title to those shares.

156.     Any Shareholder present in person at any meeting of the Company shall,
         for all purposes, be deemed to have received due notice of such meeting
         and, where requisite, of the purposes for which such meeting was
         convened.

157.     Any notice or document served on a Shareholder shall, notwithstanding
         that such Shareholder be then dead or bankrupt and whether or not the
         Company has notice of his death or bankruptcy, be deemed to have been
         duly served on such Shareholder as sole or joint holder, unless his
         name shall at the time of the service of the notice or document have
         been removed from the Register, and such service shall for all purposes
         be deemed a sufficient service of such notice or document on all
         persons interested (whether jointly with or as claiming through or
         under him) in the shares of such Shareholder.

158.     Notwithstanding any of the provisions of these Articles, any notice to
         be given by the Company to a Director or to a Shareholder may be given
         in any manner agreed in advance by any such Director or Shareholder.

                                   WINDING UP

159.     Subject to any particular rights or limitations for the time being
         attached to any shares, as may be specified in these Articles or in any
         Statement of Rights or upon which such shares may be issued, if the
         Company is wound up, the assets available for distribution among the
         Shareholders shall be applied first in repaying to the Shareholders the
         amount paid up (as to both par and any premium) on their shares
         respectively, and if such assets shall be more than sufficient to repay
         to the Shareholders the whole amount paid up (as to both par and any
         premium) on their shares, the balance shall be distributed among the
         Shareholders in proportion to the amount which at the time of the
         commencement of the winding up had been actually paid up (as to both
         par and any premium) on their said shares respectively.

160.     Subject to the provisions of the Law, these Articles and any Statement
         of Rights, if the Company is wound up, the Company may, with the
         sanction of a Special Resolution and any other sanction required by the
         Law, divide the whole or any part of the assets of the Company among
         the Shareholders in specie and the liquidator or, where there is no
         liquidator, the Directors, may, for that purpose, value any assets and
         determine how the division shall be carried out as between the
         Shareholders or different classes of Shareholders, and with the like
         sanction, vest the whole or any


                                       26
<PAGE>


         part of the assets in trustees upon such trusts for the benefit of the
         Shareholders as he with the like sanction determines, but no
         Shareholder shall be compelled to accept any assets upon which there is
         a liability.

                                    INDEMNITY

161.     In so far as the Law allows and to the fullest extent permitted
         thereunder, the Company may indemnify any person (the "Indemnitee") who
         was or is involved in any manner (including, without limitation, as a
         party or a witness), or is threatened to be made so involved, in any
         threatened, pending or completed investigation, claim, action, suit or
         proceeding, whether civil, criminal, administrative or investigative (a
         "Proceeding") (including, without limitation, any Proceeding by or in
         the right of the Company to procure a judgment in its favour, but
         excluding any Proceeding brought by such person against the Company or
         any affiliate of the Company by reason of the fact that he is or was an
         officer, Secretary, servant, employee or agent of the Company, or is or
         was serving at the request of the Company as an officer, Secretary,
         servant, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise against all expenses (including
         attorney's fees), judgments, fines and amounts paid in settlement
         actually and reasonably incurred by him in connection with such
         Proceeding (together, "Litigation Expenses"). Such indemnification
         shall be a contract right and shall include the right to receive
         payment in advance of any expenses incurred by the Indemnitee in
         connection with such Proceeding, provided always that this right is
         permitted by the Law.

162.     Subject to the Law, the Company may enter into contracts with any
         officer, Secretary, servant, or employee or agent of the Company in
         furtherance of the provisions of Articles 161 to 166 and may create a
         trust fund, grant a security interest, make a loan or other advancement
         or use other means (including, without limitation, a letter of credit)
         to ensure the payment of such amounts as may be necessary to effect
         indemnification as provided in Articles 161 to 166.

163.     The Company shall incur no liability to the Shareholders for doing or
         (as the case may be) failing to do any act or thing which by reason of
         any provision of any present or future law or regulation made pursuant
         thereto, or of any decree, order or judgment of any court, or by reason
         of any request announcement or similar action (whether of binding legal
         effect or not) which may be taken or made by any person or body acting
         with or purporting to exercise the authority of any government (whether
         legally or otherwise) the Company shall be directed or requested to do
         or perform or to forbear from doing or performing. If for any reason it
         becomes impossible or impracticable to carry out any of the provisions
         of these Articles the Company shall not be under any liability therefor
         or thereby.

164.     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 current or former officer of the Company, the
         Secretary and any current or former 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.

165.     Subject to the Law, the right of indemnification, loan or advancement
         of expenses provided in Articles 161 to 166 shall not be exclusive of
         any other rights to which a person seeking indemnification may
         otherwise be entitled, under any statute, memorandum or articles of
         association, agreement,


                                       27
<PAGE>


         vote of shareholders or disinterested directors or otherwise, both as
         to action in his official capacity and as to action in another capacity
         while holding such office. The provisions of these Articles shall inure
         for the benefit of the heirs and legal representatives of any person
         entitled to indemnity under Articles 161 to 166 and shall be applicable
         to Proceedings commenced or continuing after the adoption of Articles
         161 to 166 whether arising from acts or omissions occurring before or
         after such adoption.

166.     If any provision or provisions of Articles 161 to 166 shall be held to
         be invalid, illegal or unenforceable for any reason whatsoever: (i) the
         validity, legality and enforceability of the remaining provisions of
         Articles 161 to 166 (including, without limitation, each portion of any
         section of Articles 161 to 166 containing any such provision held to be
         invalid, illegal or unenforceable, that is not itself held to be
         invalid, illegal or unenforceable) shall not in any way be affected or
         impaired thereby; and (ii) to the fullest extent possible, the
         provisions of Articles 161 to 166 shall be construed so as to give
         effect to the intent manifested by the provision held invalid, illegal
         or unenforceable.

167.     Nothing in these Articles shall prohibit the Company from making loans
         to officers, the Secretary, servants, employees or agents to fund
         Litigation Expenses prior to such expenses being incurred.

                               FIXING RECORD DATE

168.     (a)      For the purpose of determining Shareholders entitled to notice
                  of or to vote at any meeting of Shareholders or any
                  adjournment thereof or in order to make a determination of
                  Shareholders for any other proper purpose including, without
                  limitation, for any dividend, distribution, allotment or
                  issue, the Directors may fix a date as the record date for any
                  such determination of Shareholders.

         (b)      A record date for any dividend, distribution, allotment or
                  issue may be on or at any time before any date on which such
                  dividend, distribution, allotment or issue is paid or made and
                  on or at any time before or after any date on which such
                  dividend, distribution, allotment or issue is declared.

         (c)      If no record date is fixed for the determination of
                  Shareholders entitled to notice of or to vote at a meeting of
                  Shareholders, the date on which notice of the meeting is sent
                  shall be the record date for such determination of
                  Shareholders. When a determination of Shareholders entitled to
                  vote at any meeting has been made in the manner provided in
                  this Article such determination shall apply to any adjournment
                  thereof.

                        NON-APPLICATION OF STANDARD TABLE

169.     The regulations constituting the Standard Table in the Companies
         (Standard Table) (Jersey) Order 1992 shall not apply to the Company.


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</TEXT>
</DOCUMENT>
