Proposed Articles of Association

(7)

In this articl

e 7,

a reference to the allotment of equity securities also includes the sale of

equity securities in the Company that, immediately prior to the sale, were held by the

Company as treasury shares.

Dis-application of pre-emption rights

(1)

Subject (other than in relation to the sale of treasury shares) to the board being generally

authorised to allot relevant securities in accordance with article

the Company may from

time to time resolve, by special resolution, that the board be given power to allot equity

securities wholly for cash and, on the passing of the resolution, the board shall have power

to allot (pursuant to that authority) equity securities wholly for cash as if article

did not

apply to the allotment but that power shall be limited:

(a)

to the allotment of equity securities in connection with a rights issue; and

(b)

to the allotment (other than in connection with a rights issue) of such number of

equity securities not exceeding the number specified in the special resolution or up

to a number not specified in the special resolution but which will be determined by

the application of an equation or formula set out in the special resolution,

and unless previously revoked, that power shall (if so provided in the special resolution)

expire on the date specified in the special resolution of the Company. The Company may

before the power expires make an offer or agreement which would or might require equity

securities to be allotted after it expires.

Power to pay commission and brokerage, and to issue shares at less than

nominal value

The Company may pay commissions and brokerage fees on any issue of shares on such

terms as the directors think proper. The Company may issue shares fully paid at less than

their nominal value.

10.

Power to increase, consolidate, sub-divide and cancel shares

(1)

The Company may, by altering its Memorandum of Association by special resolution, alter

its share capital in any manner permitted by the Law.

(2)

A special resolution by which any share is sub-divided may determine that, as between the

holders of the shares resulting from the sub-division, one or more of the shares may have

such preferred or other special rights, or may have such qualified or deferred rights or be

subject to such restrictions, as compared with the other or others, as the Company has

power to attach to new shares.

(3)

If as a result of any consolidation and division or sub-division of shares any members

would become entitled to fractions of a share, the board may deal with the fractions as it

thinks fit. In particular, the board may:

(a)

(on behalf of those members) aggregate and sell the shares representing the

fractions to any person (including, subject to the Statutes, the Company) and

distribute the net proceeds of sale in due proportion among those members

(except that any proceeds in respect of any holding less than a sum fixed by the

board may be retained for the benefit of the Company); or

(b)

subject to the Statutes, first, allot to a member credited as fully paid by way of

capitalisation of any reserve account of the Company such number of shares as

rounds up his holding to a number which, following consolidation and division or

sub-division, leaves a whole number of shares.

(4)

For the purpose of a sale under paragraph (3)(a) above, the board may authorise a person

to transfer the shares to, or as directed by, the purchaser, who shall not be bound to see