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                                                                  Exhibit 3.1(a)

                                                                             "B"

FORM NO. 2

                                    [CREST]

                                     BERMUDA
                             THE COMPANIES ACT 1981
                          MEMORANDUM OF ASSOCIATION OF
                            COMPANY LIMITED BY SHARES
                             (Section 7(1) and (2))

                            MEMORANDUM OF ASSOCIATION
                                       OF

                                    AWP Ltd.
                   (hereinafter referred to as "the Company")

1.   The liability of the members of the Company is limited to the amount (if
     any) for the time being unpaid on the shares respectively held by them.

2.   We, the undersigned, namely,

NAME                   ADDRESS            BERMUDIAN    NATIONALITY  NUMBER OF
                                          STATUS                    SHARES
                                          (Yes/No)                  SUBSCRIBED

Alison R. Guilfoyle    Clarendon House    No           British      One
                       2 Church Street
                       Hamilton HM 11
                       Bermuda

Graham B.R. Collis           "            Yes          British      One
David W.J. Astwood           "            Yes          British      One

do hereby respectively agree to take such number of shares of the Company as may
be allotted to us respectively by the provisional directors of the Company, not
exceeding the number of shares for which we have respectively subscribed, and to
satisfy such calls as may be made by the directors, provisional directors or
promoters of the Company in respect of the shares allotted to us respectively.

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3.     The Company is to be an exempted Company as defined by the Companies Act
       1981.

4.     The Company, with the consent of the Minister of Finance, has power to
       hold land situate in Bermuda not exceeding__in all, including the
       following parcels:-

       N/A

5.     The authorised share capital of the Company is US$12,000 divided into
       shares of US$0.01 each. The minimum subscribed share capital of the
       Company is US$12,000.

6.     The objects for which the Company is formed and incorporated are -

       1.    packaging of goods of all kinds;

       2.    buying, selling and dealing in goods of all kinds;

       3.    designing and manufacturing of goods of all kinds;

       4.    mining and quarrying and exploration for metals, minerals, fossil
             fuel and precious stones of all kinds and their preparation for
             sale or use;

       5.    exploring for, the drilling for, the moving, transporting and
             refining petroleum and hydro carbon products including oil and oil
             products;

       6.    scientific research including the improvement discovery and
             development of processes, inventions, patents and designs and the
             construction, maintenance and operation of laboratories and
             research centres;

       7.    land, sea and air undertakings including the land, ship and air
             carriage of passengers, mails and goods of all kinds;

       8.    ships and aircraft owners, managers, operators, agents, builders
             and repairers;

       9.    acquiring, owning, selling, chartering, repairing or dealing in
             ships and aircraft;

       10.   travel agents, freight contractors and forwarding agents;

       11.   dock owners, wharfingers, warehousemen;

       12.   ship chandlers and dealing in rope, canvas oil and ship stores of
             all kinds;

       13.   all forms of engineering;

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       14.   farmers, livestock breeders and keepers, graziers, butchers,
             tanners and processors of and dealers in all kinds of live and dead
             stock, wool, hides, tallow, grain, vegetables and other produce;

       15.   acquiring by purchase or otherwise and holding as an investment
             inventions, patents, trade marks, trade names, trade secrets,
             designs and the like;

       16.   buying, selling, hiring, letting and dealing in conveyances of any
             sort;

       17.   employing, providing, hiring out and acting as agent for artists,
             actors, entertainers of all sorts, authors, composers, producers,
             directors, engineers and experts or specialists of any kind;

       18.   to acquire by purchase or otherwise and hold, sell, dispose of and
             deal in real property situated outside Bermuda and in personal
             property of all kinds wheresoever situated; and


       19.   to enter into any guarantee, contract of indemnity or suretyship
             and to assure, support or secure with or without consideration or
             benefit the performance of any obligations of any person or
             persons and to guarantee the fidelity of individuals filling or
             about to fill situations of trust or confidence.

7.     Powers of the Company

       1.    The Company shall, pursuant to the Section 42 of the Companies Act
             1981,have the power to issue preference shares which are, at the
             option of the holder, liable to be redeemed.

       2.    The Company shall, pursuant to Section 42A of the Companies Act
             1981,have the power to purchase its own shares.



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Signed by each subscriber in the presence of at least one witness attesting the
signature thereof

__________________________________           ___________________________________

/s/                                          /s/
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/s/                                          /s/
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/s/                                          /s/
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          (Subscribers)                                  (Witnesses)

SUBSCRIBED this 5th day of June, 2002.

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                                                                             "C"

                             THE COMPANIES ACT 1981

                                 FIRST SCHEDULE

A company limited by shares may exercise all or any of the following powers
subject to any provision of the law or its memorandum:

1.   [Deleted]

2.   to acquire or undertake the whole or any part of the business, property and
     liabilities of any person carrying on any business that the company is
     authorised to carry on;

3.   to apply for register, purchase, lease, acquire, hold, use, control,
     licence, sell, assign or dispose of patents, patent rights, copyrights,
     trade makers, formulae, licences, inventions, processes, distinctive makers
     and similar rights;

4.   to enter into partnership or into any arrangement for sharing of profits,
     union of interests, co-operation, joint venture, reciprocal concession or
     otherwise with any person carrying on or engaged in or about to carry on or
     engage in any business or transaction that the company is authorised to
     carry on or engage in or any business or transaction capable of being
     conducted so as to benefit the company;

5.   to take or otherwise acquire and hold securities in any other body
     corporate having objects altogether or in part similar to those of the
     company or carrying on any business capable of being conducted so as to
     benefit the company;

6.   subject to section 96 to lend money to any employee or to any person having
     dealings with the company or with whom the company proposes to have
     dealings or to any other body corporate any of those shares are held by the
     company;

7.   to apply for, secure or acquire by grant, legislative enactment,
     assignment, transfer, purchase or otherwise and to exercise, carry out and
     enjoy any charter, licence, power, authority, franchise, concession, right
     or privilege, that any government or authority or any body corporation or
     other public body may be empowered to grant, and to pay for, aid in and
     contribute toward carrying it into effect and to assume any liabilities or
     obligations incidental thereto;

8.   to establish and support or aid in the establishment and support of
     associations, institutions, funds or trusts for the benefit of employees or
     former employees of the company or its predecessors, or the dependants or
     connections of such employees or former employees, and grant pensions and
     allowances, and make payments towards insurance or for any object similar
     to those set forth in this paragraph, and to subscribe or guarantee money
     for charitable, benevolent, educational and religious objects or for any
     exhibition or for any public, general or useful objects;

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                                      -2-

9.   to promote any company for the purpose of acquiring or taking over any of
     the property and liabilities of the company or for any other purpose that
     may benefit the company;

10.  to purchase, lease, take in exchange, hire or otherwise acquire any
     personal property and any rights or privileges that the company considers
     necessary or convenient for the purposes of its business;

11.  to construct, maintain, alter, renovate and demolish any buildings or works
     necessary or convenient for its objects;

12.  to take land in Bermuda by way of lease or leasing agreement for a term not
     exceeding twenty-one years, being land "bona fide" required for the
     purposes of the business of the company and with the consent of the
     Minister granted in his discretion to take land in Bermuda by way of lease
     or leasing agreement for a similar period in order to provide accommodation
     or recreational facilities for its officers and employees and when no
     longer necessary for any of the above purposes to terminate or transfer the
     lease or letting agreement;

13.  except to the extent, if any, as may be otherwise expressly provided in its
     incorporating Act or memorandum and subject to the provisions of this Act
     every company shall have power to invest the moneys of the Company by way
     of mortgage of real or personal property of every description in Bermuda or
     elsewhere and to sell, exchange, vary, or dispose of such mortgage as the
     company shall from time to time determine;

14.  to construct, improve, maintain, work, manage, carry out or control any
     roads, ways, tramways, branches or sidings, bridges, reservoirs,
     watercourses, wharves, factories, warehouses, electric works, shops, stores
     and other works and conveniences that may advance the interests of the
     company and contribute to, subsidise or otherwise assist or take part in
     the construction, improvement, maintenance, working, management, carrying
     out or control thereof;

15.  to raise and assist in raising money for, and aid by way of bonus, loan,
     promise, endorsement, guarantee or otherwise, any person and guarantee the
     performance or fulfilment of any contracts or obligations of any person,
     and in particular guarantee the payment of the principal of and interest on
     the debt obligations of any such person;

16.  to borrow or raise or secure the payment of money in such manner as the
     company may think fit;

17.  to draw, make, accept, endorse, discount, execute and issue bills of
     exchange, promissory notes, bills of lading, warrants and other negotiable
     or transferable instruments;

18.  when properly authorised to do so, to sell, lease, exchange or otherwise
     dispose of the undertaking of the company or any part thereof as an
     entirety or substantially as an entirety for such consideration as the
     company thinks fit;


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                                      -3-

19.  to sell, improve, manage, develop, exchange, lease, dispose of, turn to
     account or otherwise deal with the property of the company in the ordinary
     course of its business;

20.  to adopt such means of making known the products of the company as may seem
     expedient, and in particular by advertising, by purchase and exhibition of
     works of art or interest, by publication of books and periodicals and by
     granting prizes and rewards and making donations;

21.  to cause the company to be registered and recognised in any foreign
     jurisdiction, and designate persons therein according to the laws of that
     foreign jurisdiction or to represent the company and to accept service for
     and on behalf of the company of any process or suit;

22.  to allot and issue fully-paid shares of the company in payment or part
     payment of any property purchase or otherwise acquired by the company or
     for any past services performed for the company;

23.  to distribute among the members of the company in cash, kind, specie or
     otherwise as may be resolved, by way of dividend, bonus or in any other
     manner considered advisable, any property of the company, but not so as to
     decrease the capital of the company unless the distribution is made for the
     purpose of enabling the company to be dissolved or the distribution, apart
     from this paragraph, would be otherwise lawful;

24.  to establish agencies and branches;

25.  to take or hold mortgages, hypothecs, liens and charges to secure payment
     of the purchase price, or of any unpaid balance of the purchase price, of
     any part of the property of the company of whatsoever kind sold by the
     company, or for any money due to the company from purchasers and others and
     to sell or otherwise dispose of any such mortgage, hypothec, lien or
     charge;

26.  to pay all costs and expenses of or incidental to the incorporation and
     organisation of the company;

27.  to invest and deal with the moneys of the company not immediately required
     for the objects of the company in such manner as may be determined;

28.  to do any of the things authorised by this subsection and all things
     authorised by its memorandum as principals, agents, contractors, trustees
     or otherwise, and either alone or in conjunction with others;

29.  to do all such other things as are incidental or conducive to the
     attainment of the objects and the exercise of the powers of the company.

     Every company may exercise its powers beyond the boundaries of Bermuda to
     the extent to which the laws in force where the powers are sought to be
     exercised permit.