EXHIBIT 3.1(b)

                            ARTICLES OF INCORPORATION

                                       OF

                       ANDEAN ENGINEERING & FINANCE CORP.

         The undersigned, a natural person competent to contract, does hereby
make, subscribe and file these Articles of Incorporation for the purpose of
organizing a corporation under the laws of the State of Florida.

                                    ARTICLE I
                                 CORPORATE NAME

         The name of this Corporation shall be: ANDEAN ENGINEERING & FINANCE
CORP.

                                   ARTICLE II
                      PRINCIPAL OFFICE AND MAILING ADDRESS

         The principal office and mailing address of the Corporation is 1900
Glades Road, Suite 351, Boca Raton, Florida 33431.

                                   ARTICLE III
                     NATURE OF CORPORATE BUSINESS AND POWERS

         The general nature of the business to be transacted by this Corporation
shall be to engage in any and all lawful business permitted under the laws of
the United States and the State of Florida.



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                                   ARTICLE IV
                                  CAPITAL STOCK

         The maximum number of shares that this Corporation shall be authorized
to issue and have outstanding at any one time shall be 100 shares of common
stock, par value $1.00 per share.

                                    ARTICLE V
                                TERM OF EXISTENCE

         This Corporation shall have perpetual existence.

                                   ARTICLE VI
                              REGISTERED AGENT AND
                      INITIAL REGISTERED OFFICE IN FLORIDA

         The Registered Agent and the street address of the initial Registered
Office of this Corporation in the State of Florida shall be: 

                     South Florida Registered Agents, Inc.
                            200 E. Las Olas Boulevard
                                   Suite 1900
                         Fort Lauderdale, Florida 33301

                                   ARTICLE VII
                                  INCORPORATOR

         The name and address of the person signing these Articles of
Incorporation as the Incorporator is Gayle Coleman, 200 East Las Olas Boulevard,
Suite 1900, Fort Lauderdale, Florida 33301.

                                  ARTICLE VIII
                                 INDEMNIFICATION

         This Corporation may indemnify any director, officer, employee or agent
of the Corporation to the fullest extent permitted by Florida law.


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                                   ARTICLE IX
                             AFFILIATED TRANSACTIONS

         This Corporation expressly elects not to be governed by Section
607.0901 of the Florida Business Corporation Act, as amended from time to time,
relating to affiliated transactions. 

         IN WITNESS WHEREOF, the undersigned Incorporator has executed the
foregoing Articles of Incorporation on the 1st day of July, 1997.



                                                    Gayle Coleman, Incorporator


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                    CERTIFICATE DESIGNATING REGISTERED AGENT
                        AND OFFICE FOR SERVICE OF PROCESS

         ANDEAN ENGINEERING & FINANCE CORP., a corporation existing under the
laws of the State of Florida with its principal office and mailing address at
1900 Glades Road, Suite 351, Boca Raton, Florida 3341 has named South Florida
Registered Agents, Inc., whose address is 200 East Las Olas Boulevard, Suite
1900, Fort Lauderdale, Florida 33301 as its agent to accept service of process
within the State of Florida. 

                                  ACCEPTANCE:

         Having been named to accept service of process for the above named
Corporation, at the place designated in this Certificate, I hereby accept the
appointment as Registered Agent, and agree to comply with all applicable
provisions of law. In addition, I hereby am familiar with and accept the duties
and responsibilities as Registered Agent for said Corporation. 


                                        SOUTH FLORIDA REGISTERED AGENTS, INC.

                                        By: /s/ Beverly Bryan
                                           -------------------------
                                           Beverly Bryan, President


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