THE UNDERSIGNED:
 
Gerard Christoffel Antonius Smeets, a Civil Law Notary of Curacao, Netherlands
Antilles,
 
DOES HEREBY CERTIFY:
-------------------
 
that the text set forth hereinafter is a true but unofficial English translation
of the presently effective Articles of Incorporation of the limited liability
company: "ORTHOFIX INTERNATIONAL N.V.,"
established in Curacao, Netherlands Antilles.
 
Curacao, August 22, 1995.
 
 
 
 
 
 
 
 
 
 
                                NAME AND DOMICILE
 
                                    ARTICLE I
 
1.1      The name of the Company is:  "ORTHOFIX INTERNATIONAL N.V.".
 
1.2      In transactions in foreign countries, the name "Orthofix International
         Inc." may be used.
 
1.3      The Company is domiciled in Curacao and may have branches and/or branch
         offices elsewhere.
 
1.4      The Company may transfer its place of domicile to another country and
         assume the status of a legal entity formed under the laws of that
         country in accordance with the Netherlands Antilles Ordinance on
         Transfer of Domicile to Third Countries pursuant to a resolution of the
         Board of Directors.
 
                                     PURPOSE
 
                                   ARTICLE II
 
2.1      The purpose of the Company is:
 
         (a)      to manufacture, market, sell, buy and use trauma, orthopedic
                  and related medical products, including but not limited to
                  external fixation devices used in bone fracture treatment,
                  limb lengthening and bone reconstruction, equipment, parts and
                  accessories therefor and any and all products using the same
                  or used therewith, throughout the world and to engage in any
 
 
<PAGE>
                                      -2-
 
                  business related thereto;
 
         (b)      to manufacture, buy, sell and use any and all products made
                  from wood, metal, plastic or other material or materials or
                  combinations thereof and to engage in manufacturing generally;
 
         (c)      to enter into and carry on any mercantile business in any
                  country and to receive by assignment or purchase or to
                  otherwise acquire any accounts receivable, bank accounts,
                  securities, bills of exchange, notes, bonds, letters of
                  credit, stocks or other instruments of value or documents of
                  title in any country and to collect and hold the proceeds
                  thereof;
 
         (d)      to undertake, conduct, assist, promote or engage in any
                  research and development;
 
         (e)      to organize and to own, directly or indirectly, and to
                  operate, under the laws of any state or other government,
                  domestic or foreign, corporations and other organizations; to
                  subscribe for any such corporation or organization; and to
                  dissolve, liquidate, wind up, reorganize, merge or consolidate
                  any such corporation or organization;
 
         (f)      to invest its assets in securities, including shares and other
                  certificates of participation and bonds, as well as other
                  claims for interest bearing debts, however, denominated, and
                  in any and all forms, the borrowing of money and the issuance
                  of evidences of indebtedness therefor, as well as the lending
                  of money;
 
         (g)      to acquire considerations paid for technical assistance;
 
         (h)      to invest its assets directly or indirectly in real property
                  and right, to acquire, own, hire, let, lease, rent, divide,
                  drain, reclaim, develop, improve, cultivate, build on, sell or
                  otherwise alienate, mortgage or otherwise encumber real
                  property and to construct infrastructure work, like roads,
                  pipes and similar works on real estate;
 
         (i)      to obtain income from the disposition or grant of rights to
                  use copyrights, patents, designs, secret processes and
                  formulae, trademarks and other analogous property, from
                  royalties (including rentals) for the use of industrial,
                  commercial or scientific equipment, and from compensation or
                  other consideration received for technical assistance
 
<PAGE>
                                      -3-
 
                  or services;
 
         (j)      to establish, participate in and manage limited liability and
                  other companies or other undertakings of every kind or nature
                  whatsoever, and to engage in industry and trade;
 
         (k)      to guarantee or otherwise secure, and to transfer ownership,
                  to mortgage, to pledge or otherwise to encumber assets as
                  security for the obligations of the Company for the
                  obligations of third parties, with or without consideration;
 
         (l)      to borrow moneys upon the issuance of its bonds, debentures,
                  notes or other obligations and to give security therefor; and
 
         (m)      to place in trust all or any of it properties, including
                  securities.
 
2.2      The Company is entitled to do all that may be useful or necessary for
         the attainment of the above purposes or that is connected therewith in
         the widest sense, including the participation in the management of any
         other venture or corporation.
 
                                    DURATION
 
                                   ARTICLE III
 
                   The Company shall have perpetual existence.
 
                               CAPITAL AND SHARES
 
                                   ARTICLE IV
 
4.1      The authorized capital of the Company shall be three (3) million United
         States dollars (US $3,000,000.00), divided into thirty million
         (30,000,000) Common Shares with a par value of ten United States cents
         (US $0.10) per share (the "Common Shares").
 
4.2      Common Shares representing at least twenty per cent (20%) of the
         authorized capital of the Company have been subscribed for at the time
         of this amendment to the Articles of Association.
 
4.3      The remaining unissued Common Shares shall be issued at such times,
         under such conditions and for such consideration as may be determined
         by, or on behalf of, the Board of Directors, provided that such
         consideration shall not be less than par value.
 
4.4      The Board of Directors is competent, without instruction of the General
         Meeting of Shareholders, to redeem Common Shares
 
<PAGE>
                                      -4-
 
         with due observance of the provisions applicable thereto of these
         Articles of Association and subsequently cancel them. The redemption
         price per Common Share so redeemed shall be calculated in accordance
         with generally accepted accounting principles as being the value that
         would be payable on such Common Shares were the Company liquidated or
         dissolved.
 
4.5      Options to subscribe for Common Shares in the Company may be issued to
         directors, officers and other persons employed by the Company and/or
         its subsidiaries or whose services are otherwise contracted by the
         Company, for such consideration and on such terms as determined from
         time to time by, or on behalf of, the Board of Directors, provided that
         after September fifteenth nineteenhundred ninety-five the exercise
         price of such options shall not be below the net asset value of the
         relevant Common Shares as calculated, in accordance with generally
         accepted accounting principles, at the time of issuance of the relevant
         options.
 
4.6      The options will be issued by the Board of Directors in registered form
         only, and shall be entered in a register, which shall be kept by, or on
         behalf of, the Board of Directors.
 
4.7      At the request of a holder of options, certificates may be issued for
         the Ooptions held by him. Option certificates shall be signed by a
         director, which signature may be in facsimile.
 
                                    ARTICLE V
 
No holder of Common Shares of the Company shall have as such shareholder any
preferential or preemptive right to purchase or subscribe for any Common Shares
or any securities convertible into or exchangeable for shares which the Company
may issue.
 
                                   ARTICLE VI
 
6.1      The Company may, for its own account and for valuable consideration
         from time to time, acquire fully paid Common Shares, provided that at
         least twenty per cent (20%) of its authorized capital in the form of
         Common Shares remains outstanding and held by others than the Company
         itself. The authority to make any such acquisition is vested in the
         Board of Directors. Any Common Shares so acquired may be cancelled by
         the Board of Directors.
 
6.2      The Company shall not acquire any voting rights by reason of ownership
         of its Common Shares, and, in connection with any General Meeting of
         Shareholders, Common Shares owned by the Company shall not be counted
         as outstanding, or as present or represented, for the purpose of
         determining a quorum or for any other purpose.
 
                                   ARTICLE VII
 
7.1      The Common Shares shall be in registered form.
 
7.2      Share certificates for the Common Shares may be issued at the request
         of the Shareholder.
 
<PAGE>
                                      -5-
 
7.3      The Common Shares shall be entered into a register (the "Register")
         which is kept by the Board of Directors or by a registrar designated
         thereto by the Board of Directors (the "Registrar"). Each entry shall
         mention the name of the shareholder, his residence or his elected
         domicile, the quantity of his Common Shares and the numbers of the
         share certificates, if any, representing such Common Shares. The
         Register shall not be open for inspection by third parties or
         shareholders with respect to Common Shares other than those registered
         in their name, except with respect to Common Shares that have not been
         paid in full and except further, with respect to the Registrar, if said
         Registrar has been requested, or if demand of said Registrar has been
         made, to disclose any piece of information in the Register and failure
         to disclose such information would lead to liability of the Registrar.
 
7.4      Every transfer and devolution of a Common Share shall be entered in the
         Register and every such entry shall be signed by a director or by the
         Registrar or by a transfer agent (a "Transfer Agent") designated
         thereto by the Board of Directors.
 
7.5      If any shareholder shall establish to the satisfaction of the Board of
         Directors that his share certificate has been lost or destroyed, then,
         at his request, a duplicate may be issued under such conditions and
         guarantees (which, if required by the Board of Directors, may include
         the provision of an indemnity bond issued by an insurance company) as
         the Board of Directors shall determine. By the issuance of the new
         share certificates on which shall be recorded that it is a duplicate,
         the old certificate in place of which the new one has been issued shall
         become null and void. The Board of Directors may authorize the exchange
         of new share certificates for mutilated share certificates. In such
         case the mutilated share certificates shall be delivered to the Company
         and shall be cancelled immediately. The cost of a duplicate or new
         certificate and any proper expenses incurred by the Company in
         connection with the issuance thereof may, at the option of the Board of
         Directors, be charged to the shareholder.
 
7.6      The transfer of Common Shares shall be effected either by serving a
         deed of transfer upon the Company or by written acknowledgement of the
         transfer by the Company, which can only take place by an annotation on
         the share certificate, if share certificates have been issued.
 
7.7      The entry in the Register provided for in paragraphs 3 and 4 of this
         Article shall have the effect of a written acknowledgement of the
         transfer by the Company in the event no share certificate(s) has (have)
         been issued.
 
                                   MANAGEMENT
 
                                  ARTICLE VIII
 
8.1      The management of all the affairs, property and business of
 
<PAGE>
                                      -6-
 
         the Company shall be vested in a Board of Directors, who shall have and
         may exercise all powers except such as are exclusively conferred upon
         the shareholders by law or by these Articles of Association, as from
         time to time amended.
 
8.2      With respect to the issuance of Common Shares, the Board of Directors,
         or persons acting pursuant to authority granted by the Board of
         Directors, may enter into and conclude agreements without the necessity
         of any action by the General Meeting of Shareholders:
 
         (a)      imposing special obligations upon the Company in connection
                  with the subscription for Common Shares;
 
         (b)      concerning the issue of Common Shares on a basis other than
                  that on which participation in the Company is open to the
                  public; or
 
         (c)      providing for the payment for Common Shares by means other
                  than by legal tender of the Netherlands Antilles.
 
8.3      The directors shall be elected at a General Meeting of Shareholders by
         a plurality of votes cast, in person or by proxy, by the shareholders.
         The number of persons constituting the whole Board of Directors shall
         be not less than seven nor more than fifteen, as fixed and elected by
         the General Meeting of Shareholders. The number of persons constituting
         the whole Board of Directors shall, until changed at any succeeding
         General Meeting of Shareholder, be the number so fixed and elected.
         Directors may be removed or suspended at any time by the General
         Meeting of Shareholders. At any General Meeting of Shareholders at
         which action is taken to increase the number of the whole Board of
         Directors or to remove a director, or at any subsequent General Meeting
         of Shareholders, the shareholders may fill any vacancy or vacancies
         created by such action.
 
8.4      Each director shall be elected to serve until the next annual General
         Meeting of Shareholders and until his successor shall be elected and
         qualified, or until his death, resignation, retirement or removal.
 
8.5      In the event that one or more of the directors is prevented from or is
         incapable of acting as director, the remaining directors (or the
         remaining director, if these should be only one) may appoint one or
         more persons to fill the vacancy or vacancies thereby created on the
         Board of Directors until the next General Meeting of Shareholders,
         provided that if at any time the number of directors then in office
         shall be reduced to less than two, the remaining directors or director
         shall forthwith call a General Meeting of Shareholders for the purpose
         of filling the vacancies in the Board of Directors, and provided
         further that in the event that all of the directors are prevented from
         or are incapable of acting as directors, the Company shall be
         temporarily managed by any person or persons previously appointed by
         the Board of Directors so to act who shall forthwith call a General
         Meeting of Shareholders for the purpose of electing a Board of
         Directors. If no such General Meeting of Shareholders shall be
 
<PAGE>
                                      -7-
 
         called, and if no such person shall have been appointed, any person or
         persons holding in the aggregate at least twenty-five per cent (25%) of
         the outstanding Common Shares of the Company may call a General Meeting
         of Shareholders for the purpose of electing a Board of Directors.
 
8.6      A regular meeting of the Board of Directors shall be held at such
         place, at such time and on such notice as the Board of Directors shall
         determine from time to time, and a special meeting shall held be held
         as and when the Chairman or Vice Chairman of the Board of Directors
         shall call the same. Notice of the time and place of a special meeting
         shall be given:
 
         (a)      not less than ninety-six (96) hours before such meeting, by
                  written notice mailed to each director, or
 
         (b)      not later than the calendar day immediately preceding the date
                  of such meeting, by personal delivery, or by telephone call or
                  by sending a telegram or telefax to each director.
 
         A waiver of notice of any such meeting signed by all of the directors,
         whether before, at or after the time of such meeting, shall be deemed
         equivalent to notice of the meeting.
 
8.7      A majority of the whole Board of Directors shall constitute a quorum
         for the conduct of any business and the action of the majority of the
         directors present, in person or by proxy as hereinafter provided, at a
         meeting at which a quorum is so present, shall constitute the action of
         the Board of Directors. In the absence of a quorum, one director may
         adjourn any meeting from time to time until a quorum shall be present
         and no notice of the adjourned meeting need be given if the time and
         place are fixed at the meeting adjourned and if the period of
         adjournment does not exceed ten days in any one adjournment.
 
8.8      Meetings of the Board of Directors may be held through conference
         telephone calls or other communication equipment allowing all persons
         participating in the meeting to hear each other or through any other
         device permitted by then applicable law, and participation in a meeting
         through any such lawful device or arrangement shall constitute presence
         at such meeting.
 
8.9      When action by the Board of Directors is required or permitted to be
         taken, action at a meeting may be dispensed with if all the directors
         shall consent in writing to such action taken or being taken. Directors
         may be telegram, or other writing appoint a proxy to act at any meeting
         of the Board of Directors, such proxy to be restricted, however, to the
         particular meeting specified therein. Such proxy must be another
         director of the Company.
 
                                   ARTICLE IX
 
9.1      The Board of Directors, by resolution adopted by a majority of the
         entire Board of Directors, may appoint an Executive Committee (and may
         discontinue the same at any time) to
 
<PAGE>
                                      -8-
 
         consist of two or more directors of the Company to hold office at the
         pleasure of the Board of Directors. Additional members of the Executive
         Committee may, but are not required to, be directors. The Executive
         Committee shall, subject to the provisions laid down in these Articles
         of Association, have and may exercise all the powers and authority
         delegated to it by the Board of Directors regarding the management of
         the business and affairs of the Company. The Executive Committee shall
         not have the power or authority to:
 
         (a)      recommend to the shareholders to amend the Articles of
                  Association;
 
         (b)      recommend to the shareholders the sale, lease or exchange of
                  all or substantially all of the Company's property and assets;
 
         (c)      recommend to the shareholders the dissolution and liquidation
                  of the Company;
 
         (d)      amend the By-laws, as defined in paragraph 6 of Article X of
                  these Articles of Association (in Dutch: "reglement"), if any;
 
         (e)      declare interim dividends; or
 
         (f)      authorize the issuance of Common Shares;
 
         for as much as such powers are within the authority of the entire Board
         of Directors or the General Meeting of Shareholders.
 
9.2      Meetings of the Executive Committee may be called at any time by the
         Chairman of the Board of Directors or the Chairman of the Executive
         Committee or any two members of the Executive Committee. Two members of
         the Executive Committee shall constitute a quorum for the transaction
         of business, except that when the Executive Committee consist of one
         member, then one member shall constitute a quorum.
 
9.3      The Board of Directors by resolution passed by a majority of the entire
         Board of Directors may appoint such other Committees as may be deemed
         advisable and may terminate any such Committee at any time. Each
         Committee shall have two or more members who may, but are not required
         to, be directors and who shall serve at the pleasure of the Board of
         Directors and shall have such powers as may be provided by resolution
         of the Board of Directors. Two members of each of such Committee shall
         constitute a quorum for the transaction of business except that when
         such an additional Committee consists of one member, then one member
         shall constitute a quorum.
 
                                    ARTICLE X
 
10.1     The Board of Directors annually shall elect to appoint the following
         officers: a Chairman, a President, a Secretary and a Treasurer, each to
         serve until his successor is elected and qualified. The Board of
         Directors from time to time also may
 
<PAGE>
                                      -9-
 
         elect or appoint a Chairman of the Executive Committee, one or more
         Vice Chairmen of the Board of Directors, one or more Vice Presidents
         (who may have such additional descriptive designations as the Board of
         Directors may determine), a Controller, one or more Assistant
         Treasurers, Assistant Controllers and any such other officers and
         agents as it determines proper, all of whom shall hold office at the
         pleasure of the Board of Directors. The same person may hold any two or
         more of the aforesaid offices but no officer shall execute, acknowledge
         or verify an instrument in more than one capacity if such instrument is
         required by law or by these Articles of Association to be executed,
         acknowledge or verified by two or more officers. The Chairman and the
         Vice Chairman of the Executive Committee shall be chosen from among the
         Board of Directors, but the other officers of the Company need not be
         members of the Board of Directors.
 
10.2     The Company shall be represented at law and otherwise, and shall be
         bound with respect to third parties by:
 
         (a)      those directors authorized by the Board of Directors to
                  represent the Company, who shall have the following titles and
                  occupy the following offices:
 
                  (i)      Chairman; or
                  (ii)     Vice Chairman;
 
         (b)      persons, who may, but are not required to, be directors,
                  authorized by the Board of Directors to represent the Company,
                  who shall have the following titles and occupy the following
                  offices:
 
                  (i)      President;
                  (ii)     one or more Vice Presidents;
                  (iii)    Chief Executive Officer;
                  (iv)     Chief Operating Officer;
                  (v)      Controller;
                  (vi)     Treasurer; or
                  (vii)    Secretary.
 
         The Board of Directors may also from time to time authorize other
         persons, who may or may not be directors, to represent the Company, who
         shall have such titles and occupy such additional offices as the Board
         of Directors may determine.
 
10.3     The General Meeting of Shareholders may grant specific authority to the
         Chairman, the President or any member of the Board of Directors to
         represent the Company with respect to any particular matter as
         specified by such General Meeting of Shareholders.
 
10.4     The persons holding the above-mentioned offices or any other offices
         which the Board of Directors may from time to time authorize as herein
         provided shall, respectively, have such power and authority as the
         Board of Directors may from time to time grant to the holders of the
         offices held by them.
 
10.5     The Board of Directors may grant general or specific authority to
         additional agents or to committees, giving such agents or
 
<PAGE>
                                      -10-
 
         committees such general or limited powers or duties as it may deem
         appropriate.
 
10.6     The Board of Directors may adopt and may amend and repeal such rules
         and regulations as it may deem appropriate for the conduct of the
         affairs and the management of the Company, including rules, regulations
         and resolutions setting forth the specific powers and duties of the
         holders of the above-mentioned offices and other persons authorized by
         the Board of Directors to represent the Company (the "By-laws"). Such
         rules, regulations and resolutions must be consistent with these
         Articles of Association.
 
10.7     The directors, the holders of the above-mentioned offices and other
         persons authorized by the Board of Directors to represent the Company
         shall receive such compensation as the Board of Directors may from time
         to time prescribe.
 
                                   ARTICLE XI
 
11.1     The Company shall have the power to indemnify any person who was or is
         a party or is threatened to be made a party to any threatened, pending
         or completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by or in the
         right of the Company) by reason of the fact that he is or was a
         director, officer, employee or agent of the Company, or is or was
         serving at the request of the Company as a director, officer, employee
         or agent of another corporation, partnership, joint venture, trust or
         other enterprise or entity, against expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit or
         proceeding if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the Company,
         and with respect to any criminal action or proceeding, had no
         reasonable cause to believe that his conduct was unlawful. The
         termination of any action, suit or proceeding by judgment, order,
         settlement, conviction or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he reasonably believed
         to be in or not opposed to the best interests of the Company.
 
11.2     The Company shall have the power to indemnify any person who was or is
         a party or is threatened to be made a party to any threatened, pending
         or completed action or suit by or in the right of the Company to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the Company, or is or was
         serving at the request of the Company as a director, officer, employee
         or agent of another corporation, partnership, joint venture, trust or
         other enterprise or entity, against expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement actually and
         reasonably incurred by him in connection with the defense or settlement
         of such action or suit if he acted in good faith and in a manner he
         reasonably believed to be in or not opposed to the best interests of
         the
 
<PAGE>
                                      -11-
 
         Company and except that no indemnification shall be made in respect of
         any claim, issue or matter as to which such person shall have been
         finally adjudged to be liable to the Company for improper conduct
         unless and only to the extent that the court in which such action or
         suit was brought or any other court having appropriate jurisdiction
         shall determine upon application that, despite the adjudication of
         liability but in view of all the circumstances of the case, such person
         is fairly and reasonably entitled to indemnity for such expenses,
         judgments, fines and amounts paid in settlement which the court in
         which the action or suit was brought or such other court having
         appropriate jurisdiction shall deem proper.
 
11.3     To the extent that a director, officer, employee or agent of the
         Company has been successful on the merits or otherwise in defense of
         any action, suit or proceeding referred to in paragraphs 1 and 2 of
         this Article, or in defense of any claim, issue or matter therein, he
         shall be indemnified against expense (including attorneys' fees)
         actually and reasonably incurred by him in connection therewith.
 
11.4     Any indemnification under paragraphs 1 and 2 of this Article (unless
         ordered by a court) shall be made by the Company only as authorized by
         contract approved, or by-laws, resolution or other action adopted or
         taken, by the Board of Directors or by the shareholders.
 
11.5     Expenses incurred in defending a civil or criminal action, suit or
         proceeding shall be paid by the Company in advance of the final
         disposition of such action, suit or proceeding upon receipt of any
         undertaking by or on behalf of the director, officer, employee or agent
         to repay such amount if it shall ultimately be determined that he is
         not entitled to be indemnified by the Company as authorized by this
         Article.
 
11.6     The indemnification and advancement of expenses provided by or granted
         pursuant to the other paragraphs of this Article shall not be deemed
         exclusive of any other rights to which those seeking indemnification or
         advancement of expenses may be entitled under any law, by-law,
         agreement, 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, and shall continue as to
         a person who has ceased to be a director, officer, employee or agent
         and shall inure to the benefit of the heirs, executors and
         administrators of the estate of such a person.
 
11.7     The Company shall have power to purchase and maintain insurance on
         behalf of any person who is or was a director, officer, employee or
         agent of the Company, or is or was serving at the request of the
         Company as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise
         against any liability asserted against him and incurred by him in any
         such capacity, or arising out of his status as such, whether or not the
         Company would have the power to indemnify him against such liability
         under the provisions of this Article.
 
<PAGE>
                                      -12-
 
11.8     For purposes of this Article, reference to the Company shall include,
         in addition to the resulting corporation, any constituent corporation
         (including any constituent of a constituent) absorbed in a
         consolidation or merger, and which, if its separate existence had
         continued, would have had power and authority to indemnify its
         directors, officers, and employees or agents, so that any person who is
         or was a director, officer, employee or agent of such constituent, or
         is or was serving at the request of such constituent corporation as a
         director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise, shall stand in
         the same position under the provisions of this Article with respect to
         the resulting or surviving corporation if its separate existence had
         continued.
 
                         GENERAL MEETING OF SHAREHOLDERS
 
                                   ARTICLE XII
 
12.1     All General Meetings of Shareholders shall be held in Curacao.
 
12.2     The annual General Meeting of Shareholders shall be held within nine
         months after the end of the preceding fiscal year on a date determined
         from year to year by the Board of Directors for the purpose of electing
         directors reporting on the course of business during the preceding
         fiscal year and for any other purposes required by law, and for such
         additional purposes as may be specified in the notice of such meeting.
 
12.3     Special General Meetings of Shareholders may be called at any time only
         upon the direction of the Chairman, the Vice Chairman, or by resolution
         of the Board of Directors.
 
12.4     Notice of General Meetings of Shareholders, whether annual General
         Meetings or special General Meetings, stating the time and place of the
         meeting, shall be given to the shareholders not less than ten (10) or
         more than sixty (60) days prior to the date of the meeting in question
         by mailing a written notice, postage prepaid to each shareholder at the
         address thereof appearing in the Register.
 
12.5     All notices of General Meetings of Shareholders shall state the matters
         to be considered at the meeting. In the event a General Meeting of
         Shareholders is to consider an amendment to these Articles of
         Association, then such shall be stated in a notice and the full text of
         such amendments shall be filed at the offices of the Company for
         inspection by every shareholder until the conclusion of the General
         Meeting of Shareholders.
 
                                  ARTICLE XIII
 
13.1     Every shareholder has the right to attend any General Meeting of
         Shareholders in person or by proxy, and to address the meeting.
 
13.2     Each holder of Common Shares shall be entitled to one vote for each
         Common Share held on all matters to be voted on,
 
<PAGE>
                                      -13-
 
         including the election of directors.
 
                                   ARTICLE XIV
 
For the purpose of determining shareholders entitled to notice of and/or to vote
at any General Meeting of Shareholders, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Company may provide that the
Register shall be closed for a stated period not to exceed, in any case, fifty
(50) days. If the share transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a General Meeting
of Shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the Register, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
(50) days and, in case of a General Meeting of Shareholders, not less than ten
(10) days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the share transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a General Meeting of Shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any General Meeting of Shareholders has been
made as herein provided, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of
share transfer books and the stated period of closing has expired.
 
                                   ARTICLE XV
 
15.1     Except as otherwise provided herein, no action may be taken at any
         General Meeting of Shareholders unless a quorum consisting of the
         holders of at least one half of the outstanding Common Shares are
         present at such meeting in person or by proxy.
 
15.2     If a quorum is not present in person or by proxy at any General Meeting
         of Shareholders a second general meeting shall be called in the same
         manner as such original meeting of Shareholders, to be held within two
         months, at which second meeting, regardless of the number of Common
         Shares represented (but subject to the provisions of Article XIX, XX
         and XXI), valid resolutions may be adopted with respect to any matter
         stated in the notice of the original meeting and also in the notice of
         such second meeting or which by law is required to be brought before
         the shareholders despite he absence of a quorum.
 
15.3     Subject to the provisions of Articles XIX, XX and XXI, a majority of
         the votes cast shall be necessary to adopt any resolution at any
         General Meeting of Shareholders.
 
15.4     The Chairman of the Board of Directors or in his absence the
 
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                                      -14-
 
         Vice Chairman or a person designated by the Board of Directors shall
         preside at General Meetings of Shareholders.
 
15.5     At any General Meeting of Shareholders, a shareholder may vote upon all
         matters before the meeting, even if the decision to be taken would
         grant him, in a capacity other than as a shareholder, any right against
         the Company or would in such other capacity relieve him of any
         obligation to the Company.
 
                             DISTRIBUTION OF PROFITS
 
                                   ARTICLE XVI
 
16.1     All profits may be reserved at the discretion of the Board of
         Directors. The profits so reserved shall be reflected on the Company's
         annual balance sheet in a Common Share Retained Earnings Account. No
         profits reserved by the Board of Directors pursuant to a duly adopted
         resolution shall be distributed to the holders of Common Shares, unless
         the Board of Directors has first recommended in writing to the General
         Meeting of Shareholders that such a distribution be made and the
         General Meeting of Shareholders has duly adopted a subsequent
         resolution confirming the recommendation of the Board of Directors. Any
         such written recommendation of the Board of Directors shall specify the
         amount of the distribution and the date on which it is to be paid. Once
         profits have been reserved, the Board of Directors shall be under no
         obligation to recommend within any specific period of time that a
         distribution be made to the holders of Common Shares; instead, such
         written recommendations may be made at such times and in such amounts
         as the Board of Directors determines in its sole discretion.
 
16.2     In the event that the profit and loss account shows a loss for any
         given year, which cannot be covered by the reserves or compensated in
         another manner, no profit shall be distributed in any subsequent year,
         as long as the loss has not been recovered.
 
16.3     The Board of Directors may at any time resolve to distribute one or
         more interim dividends, if justified by the anticipated profits of the
         Company, as an advance payment of the dividend expected to be declared
         by the General Meeting of Shareholders.
 
                                   FISCAL YEAR
 
                                  ARTICLE XVII
 
The fiscal year of the Company shall be the calendar year.
 
                    BALANCE SHEET AND PROFIT AND LOSS ACCOUNT
 
                                  ARTICLE XVIII
 
18.1     Within eight months after the end of the fiscal year of the Company,
         the Board of Directors shall prepare the balance sheet and profit and
         loss account with respect to such past
 
<PAGE>
                                      -15-
 
         fiscal year. Subsequently, the balance sheet and profit and loss
         account shall be submitted to the shareholders for inspection and
         adoption at the annual General Meeting of Shareholders. From the date
         at which the notice of the annual General Meeting of Shareholders is
         sent until the close of the annual General Meeting of Shareholders, the
         balance sheet and profit and loss account shall be available for
         inspection by the shareholders at the office of the Company, and at any
         additional place, if specified in the notice of such meeting.
 
18.2     The adoption of the balance sheet and profit and loss account by the
         annual General Meeting of Shareholders shall have the effect of
         acquitting and discharging the Board of Directors for their actions
         during the past fiscal year to the extent such actions appear from the
         balance sheet and profit and loss account or to the extent the results
         of such actions are clearly embodied therein.
 
                              DISPOSITION OF ASSETS
 
                                   ARTICLE XIX
 
Notwithstanding any provision of Article XV, any sale or other disposition of
all or substantially all of the assets of the Company, whether for cash,
property, stock or other securities of another company, or for any other
consideration, shall be made only pursuant to a resolution duly adopted at a
General Meeting of Shareholders by the holder or holders of at least a majority
of the Common Shares of the Company at the time outstanding, the notice of which
meeting shall have specified the terms of such proposed sale or other
disposition; provided, however, the foregoing shall not apply to any
reorganization or rearrangement of the Company, or of any of its subsidiaries or
of any of its assets in any transaction whereby there shall be no diminution of
the beneficial interest of the shareholders of the Company in such assets.
 
                                   DISSOLUTION
 
                                   ARTICLE XX
 
20.1     Notwithstanding any provision of Article XV, any resolution providing
         for the dissolution, liquidation or winding up of the Company shall be
         valid only if duly adopted at a General Meeting of Shareholders by the
         holder or holders of at least a majority of the Common Shares of the
         Company at the time outstanding, the notice of which meeting shall have
         specified the nature of any such resolution to be voted upon at such
         meeting.
 
20.2     In the event of dissolution of the Company, the liquidation shall be
         effected under such provisions as the General Meeting of Shareholders
         shall, without prejudice to the provisions of this Article, decide.
 
20.3     If the profit and loss account covering the fiscal year, closing as of
         the date of the dissolution of the Company, shows a profit balance,
         this balance shall be divided in conformity with the provisions of
         Article XVI of these
 
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                                      -16-
 
         Article of Association.
 
20.4     The distributions of the liquidation proceeds shall be paid to the
         holders of Common Shares in proportion to their share holding.
 
20.5     During thirty years after the end of the liquidation, the books and
         records of the Company shall remain in the custody of the person
         designated for that purpose by the General Meeting of Shareholders.
 
                                   AMENDMENTS
 
                                   ARTICLE XXI
 
Notwithstanding any provisions of Article XV, these Articles of Association may
be amended only pursuant to a resolution duly adopted at a General Meeting of
Shareholders by the holder or holders of at least an absolute majority of the
Common Shares of the Company at the time outstanding, the notice of which
meeting shall have set forth the exact text of the proposed amendment or
amendments or shall have stated that a copy of such text has been deposited at
the office of the Company in Curacao for inspection by the shareholders of the
Company, and will remain available for inspection until the conclusion of said
meeting.

 

[As Filed: 06-29-2001]