SECTION 17 ALTERATION OF MEMORANDUM

1. Subject - Alteration of Memorandum (Objects Clause).

2. Passing Authority - General Meeting.

3. Nature of the Resolution - Special Resolution

4. Specimen Resolution -

A. AMENDMENT OF AN EXISTING CLAUSE

"That the Memorandum of Association of the Company be altered

by inserting the word "amalgamate," after the word "To" appearing

in line I thereof.

B. INSERTION OF A NEW CLAUSE

That Memorandum of Association of the Company be altered by the

insertion of the following new sub-clause (3A) after the

existing sub-clause 3.

(3A) To carry on the business of iron founders, mechanical

engineers, and manufacturers of machinery, plants, implements,

appliances, apparatus, engines, utensils and tools, and the

business of brass-founders, metal-workers, millwrights, machinists,

iron and steel converters, smiths, wood-workers, painters,

metallurgists, electrical engineers, electricians, printers, carriers,

and merchants and to buy, sell, manufacture, repair, convert, alter,

let on hire,

and deal in machinery, plants, implements, appliances, apparatus,

engines, utensils, tools, rolling-stock, and hardware of all kinds,

and to carry on any other business (manufacturing or otherwise)

which may seem to the Company capable of being conveniently

carried on in connection with the above, or which may be usefully

or manufacturing activities or business of the Company, or any

contracts undertaken by the Company, and either for the purpose

only of such contracts or as an independentbusiness."

5. Guidelines

with effect from 1.3.1997, confirmation of company Law Board is

not required.

6. Filing

Form 23-- within one month of passing and obtain Roc Certificate.