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                                                                     EXHIBIT 3.4
                                                                     -----------
                    TERRITORY OF THE BRITISH VIRGIN ISLANDS

                   THE INTERNATIONAL BUSINESS COMPANIES ACT
                                  (Cap. 291)

                           MEMORANDUM OF ASSOCIATION
                                      OF
                          TOMMY HILFIGER CORPORATION


     NAME

1.   The name of the Company is Tommy Hilfiger Corporation.

     REGISTERED OFFICE

2.   The Registered Office of the Company will be at Craigmuir Chambers, P.O.
     Box 71, Road Town, Tortola, British Virgin Islands.

     REGISTERED AGENT

3.   The Registered Agent of the Company will be HWR Services Limited of P.O.
     Box 71, Craigmuir Chambers, Road Town, Tortola, British Virgin Islands.

     GENERAL OBJECTS AND POWERS

4.   (1)  The object of the Company is to engage in any act or activity
          that is not prohibited under any law for the time being in force in
          the British Virgin Islands.

     (2)  The Company may not

          (a)  carry on business with persons resident in the British Virgin
               Islands;

          (b)  own an interest in real property situate in the British Virgin
               Islands, other than a lease referred to in paragraph (e) of
               subclause (3);

          (c)  carry on banking or trust business unless it is licensed to do so
               under the Banks and Trust Companies Act, l990;

          (d)  carry on business as an insurance or reinsurance company,
               insurance agent or insurance broker, unless it is licensed under
               an enactment authorizing it to carry on that business;

          (e)  carry on the business of company management, unless it is
               licensed under the Company Management Act, l990; or

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          (f)  carry  on the business of providing the registered office or the
               registered agent for companies incorporated in the British Virgin
               Islands.

     (3)  For purposes of paragraph (a) of subclause (2), the Company shall not
          be treated as carrying on business with  persons resident in the
          British Virgin Islands by reason only that

          (a)  it makes or maintains deposits with a person carrying on banking
               business within the British Virgin Islands;

          (b)  it makes or maintains professional contact with solicitors,
               barristers, accountants, bookkeepers, trust companies,
               administration companies, investment advisers or other similar
               persons carrying on business within the British Virgin Islands;

          (c)  it prepares or maintains books and records within the British
               Virgin Islands;

          (d)  it holds, within the British Virgin Islands, meetings of its
               directors or members;

          (e)  it holds a lease of property for use as an office from which to
               communicate with members or where books and records of the
               Company are prepared or maintained;

          (f)  it holds shares, debt obligations or other securities in a
               company incorporated under the International Business Companies
               Act or under the Companies Act; or

          (g)  shares, debt obligations or other securities in the Company are
               owned by any person resident in the British Virgin Islands or by
               any company incorporated under the International Business
               Companies Act or under the Companies Act.

     (4)  The Company shall have all such powers as are permitted by law for the
          time being in force in the British Virgin Islands, irrespective of
          corporate benefit, to perform all acts and engage in all activities
          necessary or conducive to the conduct, promotion or attainment of the
          object of the Company.

     CURRENCY

5.   Shares in the Company shall be issued in the currency of the United States
     of America.

     AUTHORIZED CAPITAL

6.   The authorized capital of the Company is US$1,550,000.00.

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     CLASSES, NUMBER AND PAR VALUE OF SHARES

7.   The authorized capital is made up of one class of Ordinary Shares divided
     into 150,000,000 shares of US$0.01 par value and one class of Preference
     Shares divided into 5,000,000 shares of US$0.01 par value.

     DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES

8.   All Ordinary Shares shall

     (a)  have one vote each;

     (b)  be subject to redemption, purchase or acquisition by the Company for
          fair value; and

     (c)  have the same rights with regard to dividends and distributions upon
          liquidation of the Company.

     The Preference Shares may be issued in one or more series.  The board of
     Directors may from time to time provide for the issuance of Preference
     Shares in series, establish the number of shares to be included in each
     such series and fix the designation, powers, preferences and rights of the
     shares of each such series and the qualifications, limitations and
     restrictions thereon.

     VARIATION OF CLASS RIGHTS

9.   If at any time the authorized capital is divided into different classes or
     series of shares, the rights attached to any class or series (unless
     otherwise provided by the terms of issue of the shares of that class or
     series) may, whether or not the Company is being wound up, be varied with
     the consent in writing of the holders of not less than three-fourths of the
     issued shares of that class or series and of the holders of not less than
     three-fourths of the issued shares of any other class or series of shares
     which may be affected by such variation.

     RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

10.  The rights conferred upon the holders of the shares of any class issued
     with preferred or other rights shall not, unless otherwise expressly
     provided by the terms of issue of the shares of that class, be deemed to be
     varied by the creation or issue of further shares ranking pari passu
     therewith.

     REGISTERED SHARES

11.  Shares in the Company may only be issued as registered shares and may not
     be exchanged for shares issued to bearer.

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     AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION

12.  The Company may amend its Memorandum of Association and Articles of
     Association by a resolution of members or by a resolution of directors.

     DEFINITIONS

13.  The meanings of words in this Memorandum of Association are as defined in
     the Articles of Association.

     We, HWR SERVICES LIMITED of Craigmuir Chambers, Road Town, Tortola, British
Virgin Islands for the purpose of incorporating an International Business
Company under the laws of the British Virgin Islands hereby subscribe our name
to this Memorandum of Association the 10th day of June, 1992 in the presence of:

Witness                             Subscriber


(Sgd) Elena Ruffel-Smith            (Sgd) Hazel Dawn Hewlett
 ........................            ...........................
Craigmuir Chambers                  Authorized Signatory
Road Town, Tortola                  HWR Services Limited

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                    TERRITORY OF THE BRITISH VIRGIN ISLANDS

                   THE INTERNATIONAL BUSINESS COMPANIES ACT
                                (NO. 8 OF 1984)

                            ARTICLES OF ASSOCIATION
                                      OF
                          TOMMY HILFIGER CORPORATION


                                  PRELIMINARY

1.   In these Articles, if not inconsistent with the subject or context, the
     words and expressions standing in the first column of the following table
     shall bear the meanings set opposite them respectively in the second column
     thereof.

          Words               Meaning
          -----               -------

          capital             The sum of the aggregate par value of all
                              outstanding shares with par value of the Company
                              and shares with par value held by the Company as
                              treasury shares plus

                              (a)  the aggregate of the amounts designated as
                                   capital of all outstanding shares without par
                                   value of the Company and shares without par
                                   value held by the Company as treasury shares,
                                   and

                              (b)  the amounts as are from time to time
                                   transferred from surplus to capital by a
                                   resolution of directors.

          member              A person who holds shares in the Company.

          person              An individual, a corporation, a trust, the estate
                              of a deceased individual, a partnership or an
                              unincorporated association of persons.

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          resolution of       (a)  A resolution approved at a duly
          directors                convened and constituted meeting of directors
                                   of the Company or of a committee of directors
                                   of the Company by the affirmative vote of a
                                   simple majority of the directors present at
                                   the meeting who voted and did not abstain;
                                   or

                              (b)  a resolution consented to in writing by not
                                   less than two-thirds of all directors or not
                                   less than two-thirds of all members of the
                                   committee, as the case may be;

                              except that where a director is given more than
                              one vote, he shall be counted by the number of
                              votes he casts for the purpose of establishing a
                              majority.


          resolution of       (a)  A resolution approved at a duly
          members                  convened and constituted meeting of the
                                   members of the Company by the affirmative
                                   vote of

                                   (i)   a simple majority of the votes of the
                                         shares entitled to vote thereon which
                                         were present at the meeting and were
                                         voted and not abstained, or

                                   (ii)  a simple majority of the votes of each
                                         class or series of shares which were
                                         present at the meeting and entitled to
                                         vote thereon as a class or series and
                                         were voted and not abstained and of a
                                         simple majority of the votes of the
                                         remaining shares entitled to vote
                                         thereon which were

                                       2
<PAGE>

                                         present at the meeting and were voted
                                         and not abstained; or

                              (b)  a resolution consented to in writing by

                                   (i)  an absolute majority of the votes of
                                        shares entitled to vote thereon, or

                                  (ii)  an absolute majority of the votes of
                                        each class or series of shares entitled
                                        to vote thereon as a class or series and
                                        of an absolute majority of the votes of
                                        the remaining shares entitled to vote
                                        thereon;


          securities          Shares and debt obligations of every kind, and
                              options, warrants and rights to acquire shares, or
                              debt obligations.

          surplus             The excess, if any, at the time of the
                              determination of the total assets of the Company
                              over the aggregate of its total liabilities, as
                              shown in its books of account, plus the Company's
                              capital.

          the Act             The International Business Companies Act (No. 8 of
                              1984) including any modification, extension, re-
                              enactment or renewal thereof and any regulations
                              made thereunder.

          the Memorandum      The Memorandum of Association of the Company as
                              originally framed or as from time to time amended.

          the Seal            Any Seal which has been duly adopted as the  Seal
                              of the Company.

          these Articles      These Articles of Association as originally framed
                              or as from time to time amended.

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<PAGE>

          treasury shares     Shares in the Company that were previously issued
                              but were repurchased, redeemed or otherwise
                              acquired by the Company and not cancelled.

2.   "Written" or any term of like import includes words typewritten, printed,
     painted, engraved, lithographed, photographed or represented or reproduced
     by any mode of  reproducing words in a visible form, including telex,
     facsimile, telegram, cable or other form of writing produced by electronic
     communication.

3.   Save as aforesaid any words or expressions defined in the Act shall bear
     the same meaning in these Articles.

4.   Whenever the singular or plural number, or the masculine, feminine or
     neuter gender is used in these Articles, it shall equally, where the
     context admits, include the others.

5.   A reference in these Articles to voting in relation to shares shall be
     construed as a reference to voting by members holding the shares except
     that it is the votes allocated to the shares that shall be counted and not
     the number of members who actually voted and a reference to shares being
     present at a meeting shall be given a corresponding construction.

6.   A reference to money in these Articles is, unless otherwise stated, a
     reference to the currency in which shares in the Company shall be issued
     according to the provisions of the Memorandum.

                               REGISTERED SHARES

7.   Every member holding registered shares in the Company shall be entitled to
     a certificate signed by a director or officer of the Company and under the
     Seal specifying the share or shares held by him and the signature of the
     director or officer and the Seal may be facsimiles.

8.   Any member receiving a share certificate for registered shares shall
     indemnify and hold the Company and its directors and officers harmless from
     any loss or liability which it or they may incur by reason of any wrongful
     or fraudulent use or representation made by any person by virtue of the
     possession thereof. If a share certificate for registered shares is worn
     out or lost it may be renewed on production of the worn out certificate or
     on satisfactory proof of its loss together with such indemnity as may be
     required by a resolution of directors.

9.   If several persons are registered as joint holders of any shares, any one
     of such persons may give an effectual

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<PAGE>

     receipt for any dividend payable in respect of such shares.

                SHARES, AUTHORIZED CAPITAL, CAPITAL AND SURPLUS

10.  Subject to the provisions of these Articles and any resolution of members,
     the unissued shares of the Company shall be at the disposal of the
     directors who may, without limiting or affecting any rights previously
     conferred on the holders of any existing shares or class or series of
     shares, offer, allot, grant options over or otherwise dispose of shares to
     such persons, at such times and upon such terms and conditions as the
     Company may by resolution of directors determine.

11.  No share in the Company may be issued until the consideration in respect
     thereof is fully paid, and when issued the share is for all purposes fully
     paid and non-assessable save that a share issued for a promissory note or
     other written obligation for payment of a debt may be issued subject to
     forfeiture in the manner prescribed in these Articles.

12.  Shares in the Company shall be issued for money, services rendered,
     personal property, an estate in real property, a promissory note or other
     binding obligation to contribute money or property or any combination of
     the foregoing as shall be determined by a resolution of directors.

13.  Shares in the Company may be issued for such amount of consideration as the
     directors may from time to time by resolution of directors determine,
     except that in the case of shares with par value, the amount  shall not be
     less than the par value, and in the absence of fraud the decision of the
     directors as to the value of the consideration received by the Company in
     respect of the issue  is conclusive  unless a question of law is involved.
     The consideration in respect of the shares constitutes capital to the
     extent of the par value and the excess constitutes surplus.

14.  A share issued by the Company upon conversion of, or in exchange for,
     another share or a debt obligation or other security in the Company, shall
     be treated for all purposes as having been issued for money equal to the
     consideration received or deemed to have been received by the Company in
     respect of the other share, debt obligation or security.

15.  Treasury shares may be disposed of by the Company on such terms and
     conditions (not otherwise inconsistent with these Articles) as the Company
     may by resolution of directors determine.

16.  The Company may issue fractions of a share and a fractional share shall
     have the same corresponding

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     fractional liabilities, limitations, preferences, privileges,
     qualifications, restrictions, rights and other attributes of a whole share
     of the same class or series of shares.

17.  Upon the issue by the Company of a share without par value, if an amount is
     stated in the Memorandum to be authorized capital represented by such
     shares then each share shall be issued for no less than the appropriate
     proportion of such amount which shall constitute capital, otherwise the
     consideration in respect of the share constitutes capital to the extent
     designated by the directors and the excess constitutes surplus, except that
     the directors must designate as capital an amount of the consideration that
     is at least equal to the amount that the share is entitled to as a
     preference, if any, in the assets of the Company upon liquidation of the
     Company.

18.  The Company may purchase, redeem or otherwise acquire and hold its own
     shares but only out of surplus or in exchange for newly issued shares of
     equal value.

19.  Subject to provisions to the contrary in

     (a)  the Memorandum or these Articles;

     (b)  the designations, powers, preferences, rights, qualifications,
          limitations and restrictions with which the shares were issued; or

     (c)  the subscription agreement for the issue of the shares,

     the Company may not purchase, redeem or otherwise acquire its own shares
     without the consent of members whose shares are to be purchased, redeemed
     or otherwise acquired.

20.  No purchase, redemption or other acquisition of shares shall be made unless
     the directors determine that immediately after the purchase, redemption or
     other acquisition the Company will be able to satisfy its liabilities as
     they become due in the ordinary course of its business and the realizable
     value of the assets of the Company will not be less than the sum of its
     total liabilities, other than deferred taxes, as shown in the books of
     account, and its capital and, in the absence of fraud, the decision of the
     directors as to the realizable value of the assets of the Company is
     conclusive, unless a question of law is involved.

21.  A determination by the directors under the preceding Regulation  is not
     required where shares are purchased, redeemed or otherwise acquired

                                       6
<PAGE>

     (a)  pursuant  to  a  right  of  a member to have his shares redeemed
          or to have his shares exchanged for money or other property of the
          Company;

     (b)  by virtue of a transfer of capital pursuant to Regulation 49;

     (c)  by virtue of the provisions of Section 83 of the  Act; or

     (d)  pursuant to an order of the Court.

22.  Shares that the Company purchases, redeems or otherwise acquires pursuant
     to the preceding Regulation may be cancelled or held as treasury shares
     except to the extent that such shares are in excess of 80 percent of the
     issued shares of the Company in which case they shall be cancelled but they
     shall be available for reissue.

23.  Where shares in the Company are held by the Company as treasury shares or
     are held by another company of which the Company holds, directly or
     indirectly, shares having more than 50 percent of the votes in the election
     of directors of the other company, such shares of the Company are not
     entitled to vote or to have dividends paid thereon and shall not be treated
     as outstanding for any purpose except for purposes of determining the
     capital of the Company.

24.  The Company may purchase, redeem or otherwise acquire its shares at a price
     lower than the fair value if permitted by, and then only in accordance
     with, the terms of

     (a)  the Memorandum or these Articles; or

     (b)  a written agreement for the subscription for the shares to be
          purchased, redeemed or otherwise acquired.

25.  The Company may by a resolution of directors include in the computation of
     surplus for any purpose the unrealized appreciation of the assets of the
     Company, and, in the absence of fraud, the decision of the directors as to
     the value of the assets is conclusive, unless a question of law is
     involved.

                  MORTGAGES AND CHARGES OF REGISTERED SHARES

26.  Members may mortgage or charge their registered shares in the Company and
     upon satisfactory evidence thereof the Company shall give effect to the
     terms of any valid mortgage or charge except insofar as it may conflict
     with any requirements herein contained for consent to the transfer of
     shares.


27.  In the case of the mortgage or charge of registered shares there may be
     entered in the share register of the

                                       7
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     Company at the request of the registered holder of such shares

     (a)  a statement that the shares are mortgaged or charged;

     (b)  the name of the mortgagee or chargee; and

     (c)  the date on which the aforesaid particulars are entered in the
          share register.

28.  particulars of a mortgage or charge are registered, such particulars shall
     be cancelled

     (a) with the consent of the named mortgagee or anyone
         authorized to act on his behalf; or

     (b) upon evidence satisfactory to the directors of the discharge of
         the liability secured by the mortgage or charge and the issue of such
              indemnities as the directors shall consider necessary or
              desirable.

29.  Whilst particulars of a mortgage or charge are registered, no transfer of
     any share comprised therein shall be effected without the written consent
     of the named mortgagee or chargee or anyone authorized to act on his
     behalf.

                                  FORFEITURE

30.  When shares issued for a promissory note or other written obligation for
     payment of a debt have been issued subject to forfeiture, the following
     provisions shall apply.

31.  Written notice specifying a date for payment to be made and the shares in
     respect of which payment is to be made shall be served on the member who
     defaults in making payment pursuant to a promissory note or other written
     obligations to pay a debt.

32.  The written notice specifying a date for payment shall

     (a) name a further date not earlier than the expiration of 14 days
         from the date of service of the notice on or before which payment
         required by the notice is to be made; and

     (b) contain a statement that in the event of non-payment at or before
         the time named in the notice the shares, or any of them, in respect of
         which payment is not made will be liable to be forfeited.

33.  Where a written notice has been issued and the requirements have not been
     complied with within the prescribed time, the directors may at any time
     before tender of payment forfeit and cancel the shares to which the notice
     relates.

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34.  The Company is under no obligation to refund any moneys to the member whose
     shares have been forfeited and cancelled pursuant to these provisions.
     Upon forfeiture and cancellation of the shares the member is discharged
     from any further obligation to the Company with respect to the shares
     forfeited and cancelled.

                                     LIEN

35.  The Company shall have a first and paramount lien on every share
     issued for a promissory note or for any other binding obligation to
     contribute money or property or any combination thereof to the Company, and
     the Company shall also have a first and paramount lien on every share
     standing registered in the name of a member, whether singly or jointly with
     any other person or persons, for all the debts and liabilities of such
     member or his estate to the Company, whether the same shall have been
     incurred before or after notice to the Company of any interest of any
     person other than such member, and whether the time for the payment or
     discharge of the same shall have actually arrived or not, and
     notwithstanding that the same are joint debts or liabilities of such member
     or his estate and any other person, whether a member of the Company or not.
     The Company's lien on a share shall extend to all dividends payable
     thereon.  The directors may at any time either generally, or in any
     particular case, waive any lien that has arisen or declare any share to be
     wholly or in part exempt from the provisions of this Regulation.

36.  In the absence of express provisions regarding sale in the promissory note
     or other binding obligation to contribute money or property, the Company
     may sell, in such manner as the directors may by resolution of directors
     determine, any share on which the Company has a  lien, but no sale shall be
     made unless some sum in respect of which the lien exists is presently
     payable nor until the expiration of twenty-one days after a notice in
     writing, stating and demanding payment of the sum presently payable and
     giving notice of the intention to sell in default of such payment, has been
     served on the holder for the time being of the share.

37.  The net proceeds of the sale by the Company of any shares on which it has a
     lien shall be applied in or towards payment of discharge of the promissory
     note or other binding obligation to contribute money or property or any
     combination thereof in respect of which the lien exists so far as the same
     is presently payable and any residue shall (subject to a like lien for
     debts or liabilities not presently payable as existed upon the share prior
     to the sale) be paid to the holder of the share immediately before such
     sale.  For giving effect to any such sale the directors may authorize some
     person to transfer the share sold to the purchaser thereof.  The purchaser
     shall be

                                       9
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     registered as the holder of the share and he shall not be bound to see to
     the application of the purchase money, nor shall his title to the share be
     affected by any irregularity or invalidity in the proceedings in reference
     to the sale.

                              TRANSFER OF SHARES

38.  Subject to any limitations in the Memorandum, registered shares in the
     Company may be transferred by a written instrument of transfer signed by
     the transferor and containing the name and address of the transferee, but
     in the absence of such written instrument of transfer the directors may
     accept such evidence of a transfer of shares as they consider appropriate.

39.  The Company shall not be required to treat a transferee of a registered
     share in the Company as a member until the transferee's name has been
     entered in the share register.

40.  Subject to any limitations in the Memorandum, the Company must on the
     application of the transferor or transferee of a registered share in the
     Company enter in the share register the name of the transferee of the share
     save that the registration of transfers may be suspended and the share
     register closed at such times and for such periods as the Company may from
     time to time by resolution of directors determine provided always that such
     registration shall not be suspended and the share register closed for more
     than 60 days in any period of 12 months.

                            TRANSMISSION OF SHARES

4l.  The executor or administrator of a deceased member, the guardian of an
     incompetent member or the trustee of a bankrupt member shall be the only
     person recognized by the Company as having any title to his share but they
     shall not be entitled to exercise any rights as a member of the Company
     until they have proceeded as set forth in the next following three
     Regulations.

42.  The production to the Company of any document which is evidence of probate
     of the will, or letters of administration of the estate, or confirmation as
     executor, of a deceased member or of the appointment of a guardian of an
     incompetent member or the trustee of a bankrupt member shall be accepted by
     the Company even if the deceased, incompetent or bankrupt member is
     domiciled outside the British Virgin Islands if the document evidencing the
     grant of probate or letters of administration, confirmation as executor,
     appointment as guardian or trustee in bankruptcy is issued by a foreign
     court which had competent jurisdiction in the matter. For the purpose of
     establishing whether or not a foreign court had competent jurisdiction in
     such a matter the

                                      10
<PAGE>

     directors may obtain appropriate legal advice. The directors may also
     require an indemnity to be given by the executor, administrator, guardian
     or trustee in bankruptcy.

43.  Any person becoming entitled by operation of law or otherwise to a share or
     shares in consequence of the death, incompetence or bankruptcy of any
     member may be registered as a member upon such evidence being produced as
     may reasonably be required by the directors.  An application by any such
     person to be registered as a member shall for all purposes be deemed to be
     a transfer of shares of the deceased, incompetent or bankrupt member and
     the directors shall treat it as such.

44.  Any person who has become entitled to a share or shares in consequence of
     the death, incompetence or bankruptcy of any member may, instead of being
     registered himself, request in writing that some person to be named by him
     be registered as the transferee of such share or shares and such request
     shall likewise be treated as if it were a transfer.

45.  What amounts to incompetence on the part of a person is a matter to be
     determined by the court having regard to all the relevant evidence and the
     circumstances of the case.

            REDUCTION OR INCREASE IN AUTHORIZED CAPITAL OR CAPITAL

46.  The Company may by a resolution of directors amend the Memorandum to
     increase or reduce its authorized capital and in connection therewith the
     Company may in respect of any unissued shares increase or reduce the number
     of such shares, increase or reduce the par value of any such shares or
     effect any combination of the foregoing.

47.  The Company may amend the Memorandum to

     (a)  divide the shares, including issued shares, of a  class or series
          into a larger number of shares of the same class or series; or

     (b)  combine the shares, including issued shares, of a class or series
          into a smaller number of shares of the same class or series,

          provided, however, that where shares are divided or combined under (a)
          or (b) of this Regulation, the aggregate par value of the new shares
          must be equal to the aggregate par value of the original shares.

48.  The capital of the Company may by a resolution of directors be increased by
     transferring an amount of the surplus of the Company to capital.

49.  Subject to the provisions of the two next succeeding Regulations, the
     capital of the Company may by resolution

                                      11
<PAGE>

     of directors be reduced by transferring an amount of the capital of the
     Company to surplus.

50.  No reduction of capital shall be effected that reduces the capital of the
     Company to an amount that immediately after the reduction is less than the
     aggregate par value of all outstanding shares with par value and all shares
     with par value held by the Company as treasury shares and the aggregate of
     the amounts designated as capital of all outstanding shares without par
     value and all shares without par value held by the Company as treasury
     shares that are entitled to a preference, if any, in the assets of the
     Company upon liquidation of the Company.

51.  No reduction of capital shall be effected unless the directors determine
     that immediately after the reduction the Company will be able to satisfy
     its liabilities as they become due in the ordinary course of its business
     and that the realizable assets of the Company will not be less than its
     total liabilities, other than deferred taxes, as shown   in the books of
     the Company and its remaining capital, and, in the absence of fraud, the
     decision of the directors as to the realizable value of the assets of the
     Company is conclusive, unless a question of law is involved.

                       MEETINGS AND CONSENTS OF MEMBERS

52.  The directors of the Company shall convene an annual meeting of the members
     of the Company for the election of directors and such other matters as the
     directors of the Company shall propose for consideration.  In addition, the
     directors of the Company may convene such other meetings of the members of
     the Company at such times as the directors shall consider necessary or
     desirable.  Any meeting of the members may be held at such times and in
     such manner within or outside the British Virgin Islands as the directors
     may determine.

53.  Upon the written request of members holding 50 percent or more of the
     outstanding voting shares in the Company the directors shall convene a
     meeting of members.

54.  The directors shall give not less than ten days' notice of meetings of
     members to those persons whose names on the date the notice is given appear
     as members in the share register of the Company and are entitled to vote at
     the meeting.

55.  The directors may fix the date notice is given of a meeting of members as
     the record date for determining those shares that are entitled to vote at
     the meeting.

56.  Notwithstanding any provision to the contrary in the Act a meeting of
     members may not be called on less than ten days' notice.

                                      12
<PAGE>

57.  The inadvertent failure of the directors to give notice of a meeting to a
     member, or the fact that a member has not received notice, does not
     invalidate the meeting.

58.  A member may be represented at a meeting of members by a proxy who may
     speak and vote on behalf of the member.

59.  The instrument appointing a proxy shall be produced at the place appointed
     for the meeting before the time for holding the meeting at which the person
     named in such instrument proposes to vote.

60.  An instrument appointing a proxy shall be in substantially the following
     form or such other form as the Chairman of the meeting shall accept as
     properly evidencing the wishes of the member appointing the proxy.

                               (Name of Company)

          I/We                            being a member of the above
Company with        shares HEREBY APPOINT
of                              or failing him
of                              to be my/our proxy to vote for me/us at the
meeting of members to be held on the       day of                        and at
any adjournment thereof.

(Any restrictions on voting to be inserted here.)

Signed this      day of

 .............................
Member

6l.  The following shall apply in respect of joint ownership of shares:

     (a)  if two or more persons hold shares jointly each of them may be present
          in person or by proxy at a meeting of members and may speak as a
          member;

     (b)  if only one of the joint owners is present in person or by proxy he
          may vote on behalf of all joint owners, and

     (c)  if two or more of the joint owners are present in person or by proxy
          they must vote as one.

62.  A member shall be deemed to be present at a meeting of members if he
     participates by telephone or other electronic means and all members
     participating in the meeting are able to hear each other.

63.  A meeting of members is duly constituted if, at the commencement of the
     meeting, there are present in person or by proxy not less than 50 percent
     of the votes of the shares or class or series of shares entitled to vote on

                                      13
<PAGE>

     resolutions of members to be considered at the meeting.  If a quorum be
     present, notwithstanding the fact that such quorum may be represented by
     only one person then such person may resolve any matter and a certificate
     signed by such person accompanied where such person be a proxy by a copy of
     the proxy form shall constitute a valid resolution of members.

64.  If within two hours from the time appointed for the meeting a quorum is not
     present, the meeting, if convened upon the requisition of members, shall be
     dissolved; in any other case it shall stand adjourned to the next business
     day at the same time and place or to such other time and place as the
     directors may determine, and if at the adjourned meeting there are present
     within one hour from the time appointed for the meeting in person or by
     proxy not less than one third of the votes of the  shares or each class or
     series of shares entitled to vote on the resolutions to be considered by
     the meeting, those present shall constitute a quorum but otherwise the
     meeting shall be dissolved.

65.  At every meeting of members, the Chairman of the Board of Directors shall
     preside as chairman of the meeting.  If there is no Chairman of the Board
     of Directors or if the Chairman of the Board of Directors is not present at
     the meeting, the Vice Chairman of the Board, or such other person as may be
     designated by the directors to preside shall be Chairman of the meeting.

66.  The chairman may, with the consent of the meeting, adjourn any meeting from
     time to time, and from place to place, but no business shall be transacted
     at any adjourned meeting other than the business left unfinished at the
     meeting from which the adjournment took place.

67.  At any meeting of the members the chairman shall be responsible for
     deciding in such manner as he shall consider appropriate whether any
     resolution has been carried or not and the result of his decision shall be
     announced to the meeting and recorded in the minutes thereof.  If the
     chairman shall have any doubt as to the outcome of any resolution put to
     the vote, he shall cause a poll to be taken of all votes cast upon such
     resolution, but if the chairman shall fail to take a poll then any member
     present in person or by proxy who disputes the announcement by the chairman
     of the result of any vote may immediately following such announcement
     demand that a poll be taken and the chairman shall thereupon cause a poll
     to be taken.  If a poll is taken at any meeting, the result thereof shall
     be duly recorded in the minutes of that meeting by the chairman.

68.  Any person other than an individual shall be regarded as one member and
     subject to the specific provisions hereinafter contained for the
     appointment of representatives of such persons the right of any individual
     to speak for or represent such member shall be determined by the law of the
     jurisdiction where, and by

                                      14
<PAGE>

     the documents by which, the person is constituted or derives its existence.
     In case of doubt, the directors may in good faith seek legal advice from
     any qualified person and unless and until a court of competent jurisdiction
     shall otherwise rule, the directors may rely and act upon such advice
     without incurring any liability to any member.

69.  Any person other than an individual which is a member of the Company may by
     resolution of its directors or other governing body authorize such person
     as it thinks fit to act as its representative at any meeting of the Company
     or of any class of members of the Company, and the person so authorized
     shall be entitled to exercise the same powers on behalf of the person which
     he represents as that person could exercise if it were an individual member
     of the Company.

70.  The chairman of any meeting at which a vote is cast by proxy or on behalf
     of any person other than an individual may call for a notarially certified
     copy of such proxy or authority which shall be produced within 7 days of
     being so requested or the votes cast by such proxy or on behalf of such
     person shall be disregarded.

71.  Directors of the Company may attend and speak at any meeting of members of
     the Company and at any separate meeting of the holders of any class or
     series of shares in the Company.

72.  An action that may be taken by the members at a meeting may also be taken
     by a resolution of members consented to in writing or by telex, telegram,
     cable, facsimile or other written electronic communication, without the
     need for any notice, but if any resolution of members is adopted otherwise
     than by the unanimous written consent of all members, a copy of such
     resolution shall forthwith be sent to all members not consenting to such
     resolution.  The consent may be in the form of counterparts, each
     counterpart being signed by one or more members.

                                   DIRECTORS

73.  The first directors of the Company shall be appointed by the subscribers to
     the Memorandum; and at the first meeting of members at which directors are
     to be elected, the directors shall be divided into three classes, as nearly
     equal in number as possible.  One class of directors shall be initially
     elected for a one-year term, another class shall be initially elected for a
     two-year term and another class shall be initially elected for a three-year
     term.  At each succeeding meeting at which directors are to be elected, the
     successors of the class of directors whose term expires at that meeting
     shall be elected by a plurality vote of all votes cast at such meeting to
     hold office for a three-year term.

74.  The minimum number of directors shall be three and the maximum number shall
     be twelve.

                                      15
<PAGE>

75.  Each director shall hold office until his successor is elected or until his
     earlier death, resignation or removal.

76.  A director may be removed from office, with cause, by a resolution of
     members or by a resolution of directors.

77.  A director may resign his office by giving written notice of his
     resignation to the Company and the resignation shall have effect from the
     date the notice is received by the Company or from such later date as may
     be specified in the notice.

78.  The directors may at any time appoint any person to be a director either to
     fill a vacancy or as an addition to the existing directors.  A vacancy
     occurs through the death, resignation or removal of a director, but a
     vacancy or vacancies shall not be deemed to exist where one or more
     directors shall resign after having appointed his or their successor or
     successors.

79.  The Company may determine by resolution of directors to keep a register of
     directors containing

     (a)  the names and addresses of the persons who are directors of the
          Company;

     (b)  the date on which each person whose name is entered in the
          register was appointed as a director of the Company; and

     (c)  the date on which each person named as a director ceased to be a
          director of the Company.

80.  If the directors determine to maintain a register of directors, a copy
     thereof shall be kept at the registered office of the Company and the
     Company may determine by resolution of directors to register a copy of the
     register with the Registrar of Companies.

8l.  The directors may, by a resolution of directors, fix the emoluments of
     directors with respect to services to be rendered in any capacity to the
     Company.

82.  A director shall not require a share qualification.

                              POWERS OF DIRECTORS

83.  The business and affairs of the Company shall be managed by the directors
     who may pay all expenses incurred preliminary to and in connection with the
     formation and registration of the Company and may exercise all such powers
     of the Company as are not by the Act or by the Memorandum or these Articles
     required to be exercised by the members of the Company, subject to any
     delegation of such powers as may be authorized by these Articles and to
     such requirements as may be prescribed by a resolution of

                                      16
<PAGE>

     members; but no requirement made by a resolution of members shall prevail
     if it be inconsistent with these Articles nor shall such requirement
     invalidate any prior act of the directors which would have been valid if
     such requirement had not been made.

84.  The directors may, by a resolution of directors, appoint any person,
     including a person who is a director, to be an officer or agent of the
     Company.  The resolution of directors appointing an agent may authorize the
     agent to   appoint one or more substitutes or delegates to exercise  some
     or all of the powers conferred on the agent by the Company.

85.  Every officer or agent of the Company has such powers and authority of the
     directors, including the power and authority to affix the Seal, as are set
     forth in these Articles or in the resolution of directors appointing the
     officer or agent, except that no officer or agent has any power or
     authority with respect to the matters requiring a resolution of directors
     under the Act.

86.  Any director which is a body corporate may appoint any person its duly
     authorized representative for the purpose of representing it at meetings of
     the Board of Directors or with respect to unanimous written consents.

87.  The continuing directors may act notwithstanding any vacancy in their body,
     save that if their number is reduced to their knowledge below the number
     fixed by or pursuant to these Articles as the necessary quorum for a
     meeting of directors, the continuing directors or director may act only for
     the purpose of appointing directors to fill any vacancy that has arisen or
     for summoning a meeting of members.

88.  The directors may by resolution of directors exercise all the powers of the
     Company to borrow money and to mortgage or charge its undertakings and
     property or any part thereof, to issue debentures, debenture stock and
     other securities whenever money is borrowed or as security for any debt,
     liability or obligation of the Company or of any third party.

89.  All cheques, promissory notes, drafts, bills of exchange and other
     negotiable instruments and all receipts for moneys paid to  the  Company,
     shall be signed, drawn, accepted, endorsed or otherwise executed, as the
     case may be, in such manner as shall from time to time be determined by
     resolution of directors.

90.  The Company may determine by resolution of directors to maintain at its
     registered office a register of mortgages, charges and other encumbrances
     in which there shall be entered the following particulars regarding each
     mortgage, charge and other encumbrance:

     (a)  the sum secured;

     (b)  the assets secured;

                                      17
<PAGE>

       (c) the name and address of the mortgagee, chargee or other
           encumbrancer;

       (d) the date of creation of the mortgage, charge or other encumbrance;
           and

       (e) the date on which the particulars specified above in respect of the
           mortgage, charge or other encumbrance are entered in the register.

9l.  The Company may further determine by a resolution of directors to register
     a copy of the register of mortgages, charges or other encumbrances with the
     Registrar of Companies.

                           PROCEEDINGS OF DIRECTORS

92.  The directors of the Company or any committee thereof may meet at such
     times and in such manner and places within or outside the British Virgin
     Islands as the directors may determine to be necessary or desirable.

93.  A director shall be deemed to be present at a meeting of directors  if he
     participates by telephone or other electronic means and all directors
     participating in the meeting are able to hear each other.

94.  A director shall be given not less than 3 days notice of meetings of
     directors, but a meeting of directors held without 3 days notice having
     been given to all directors shall be valid if all the directors entitled to
     vote at the meeting who do not attend, waive notice of the meeting and for
     this purpose, the presence of a director at a meeting shall constitute
     waiver on his part.  The inadvertent failure to give notice of a meeting to
     a director, or the fact that a director has not received the notice, does
     not invalidate the meeting.

95.  A director may by a written instrument appoint an alternate who need not be
     a director and an alternate is entitled to attend meetings in the absence
     of the director who appointed him and to vote or consent in place of the
     director.

96.  A meeting of directors is duly constituted for all purposes if at the
     commencement of the meeting there are present in person or by alternate not
     less than one-half of the total number of directors.

97.  At every meeting of the directors the Chairman of the Board of Directors
     shall preside as chairman of the meeting.  If there is no Chairman of the
     Board of Directors or if the Chairman of the Board of Directors is not
     present at the meeting the Vice-Chairman of the Board of Directors shall
     preside.  If  there  is  no  Vice-Chairman  of the Board of Directors or if
     the Vice-Chairman of the Board of Directors is not present at the

                                      18
<PAGE>

     meeting the directors present shall choose some one of their number to be
     chairman of the meeting.

98.  An action that may be taken by the directors or a committee of directors at
     a meeting may also be taken by a resolution of directors or a committee of
     directors consented to in writing or by telex, telegram, cable, facsimile
     or other written electronic communication by not less than two-thirds of
     all directors or not less than two-thirds of all members of the committee
     as the case may be, without the need for any notice.  The consent may be in
     the form of counterparts, each counterpart being signed by one or more
     directors.

99.  The directors shall cause the following corporate records to be kept:

     (a)  minutes of all meetings of directors, members, committees of
          directors, committees of officers and committees of members;

     (b)  copies of all resolutions consented to by directors, members,
          committees of directors, committees of officers and committees of
          members; and

     (c)  such other accounts and records as the directors by resolution of
          directors consider necessary or desirable in order to reflect the
          financial position of the Company.

100. The books, records and minutes shall be kept at the registered office of
     the Company, its principal place of business or at such other place as the
     directors determine.

101. The directors may, by resolution of directors, designate one or more
     committees, each consisting of one or more directors.

102. Each committee of directors has such powers and authorities of the
     directors, including the power and authority to affix the Seal, as are set
     forth in the resolution of directors establishing the committee, except
     that no committee has any power or authority  to amend the Memorandum or
     these Articles, to appoint directors or fix their emoluments, or to appoint
     officers or agents of the Company.

103. The meetings and proceedings of each committee of directors consisting of
     2 or more directors shall be governed mutatis mutandis by the provisions of
     these Articles regulating the proceedings of directors so far as the same
     are not superseded by any provisions in the resolution establishing the
     committee.

                                   OFFICERS

104. The Company may by resolution of directors appoint officers of the Company
     at such times as shall be

                                      19
<PAGE>

     considered necessary or expedient. Such officers may consist of a Chairman
     of the Board of Directors, a Vice-Chairman of the Board of Directors, a
     President and one or more Vice-Presidents, Secretaries and Treasurers and
     such other officers as may from time to time be deemed desirable. Any
     number of offices may be held by the same person.

105. The officers shall perform such duties as shall be prescribed at the time
     of their appointment subject to any modification in such duties as may be
     prescribed thereafter by resolution of directors or resolution of members,
     but in the absence of any specific allocation of duties it shall be the
     responsibility of the Chairman of the Board of Directors to preside at
     meetings of directors and members, the Vice-Chairman to act in the absence
     of the Chairman, the President to manage the day to day affairs of the
     Company, the Vice-Presidents to act in order of seniority in the absence of
     the President but otherwise to perform such duties as may be delegated to
     them by the President, the Secretaries to maintain the share register,
     minute books and records (other than financial records) of the Company and
     to ensure compliance with all procedural requirements imposed on the
     Company by applicable law, and the Treasurer to be responsible for the
     financial affairs of the Company.

106. The emoluments of all officers shall be fixed by resolution of directors.

107. The officers of the Company shall hold office until their successors are
     duly elected and qualified, but any officer elected or appointed by the
     directors may be removed at any time, with or without cause, by resolution
     of directors.  Any vacancy occurring in any office of the Company may be
     filled by resolution of directors.

                             CONFLICT OF INTERESTS

108. No agreement or transaction between the Company and one or more of its
     directors or any person in which any director has a financial interest or
     to whom any director is related, including as a director of that other
     person, is void or voidable for this reason only or by reason only that the
     director is present at the meeting of directors or at the meeting of the
     committee of directors that approves the agreement or transaction or that
     the vote or consent of the director is counted for that purpose if (i) the
     material facts of the interest of each director in the agreement or
     transaction and his interest in or relationship to any other party to the
     agreement or transaction are disclosed in good faith or are known by the
     other directors and (ii) the agreement or transaction is approved or
     ratified by a majority of the disinterested directors of the Company or is
     otherwise fair to the Company.  Section 56(3A) of the Act shall not apply
     to any agreement or transaction between (a) the Company and (b) one or more
     of its directors, or any person in which any director has a financial
     interest or

                                      20
<PAGE>

     to whom any director is related, including as a director of that other
     person.

109.  A director who has an interest in any particular business         to be
considered at a meeting of  directors or  members may  be counted for purposes
of determining whether the meeting is duly constituted.

                                INDEMNIFICATION

110. Subject to the limitations hereinafter provided the Company may indemnify
     against all expenses, including legal fees, and against all judgments,
     fines and amounts paid in settlement and reasonably incurred in connection
     with legal, administrative  or  investigative proceedings any person who

     (a) is or was a party or is threatened to be made a party to any
         threatened, pending or completed proceedings, whether civil, criminal,
         administrative or investigative, by reason of the fact that the person
         is or was a director, an officer or a liquidator of the Company; or

     (b)  is or was, at the request of the Company, serving as a director,
          officer or liquidator of, or in any other capacity is or was acting
          for, another company or a partnership, joint venture, trust or other
          enterprise.

111. The Company may only indemnify a person if the person acted honestly and
     in good faith with a view to the best interests of the Company and, in the
     case of criminal proceedings, the person had no reasonable cause to believe
     that his conduct was unlawful.

112. The decision of the directors as to whether the person acted honestly and
     in good faith and with a view to the best interests of the Company and as
     to whether the person had no reasonable cause to believe that his conduct
     was unlawful is, in the absence of fraud, sufficient for the purposes of
     these Articles, unless a question of law is involved.

113. The termination of any proceedings by any judgment, order, settlement,
     conviction or the entering of a nolle prosequi does not, by itself, create
     a presumption that the person did not act honestly and in good faith and
     with a view to the best interests of the Company or that the person had
     reasonable cause to believe that his conduct was unlawful.

114. If a person to be indemnified has been successful in defence of any
     proceedings referred to above the person is entitled to be indemnified
     against all expenses, including legal fees, and against all judgments,
     fines and amounts paid in settlement and reasonably incurred by the person
     in connection with the proceedings.

                                      21
<PAGE>

115. The Company may purchase and maintain insurance in relation to any person
     who is or was a director, an officer or a liquidator of the Company, or who
     at the request of the Company is or was serving as a director, an officer
     or a liquidator of, or in any other capacity is or was acting for, another
     company or a  partnership, joint  venture, trust or other enterprise,
     against  any  liability  asserted against the person and incurred by the
     person in that capacity, whether or not the Company has or would have had
     the power to indemnify the person against the liability as provided in
     these Articles.

                                     SEAL

116. The Company may have more than one Seal and references herein to the Seal
     shall be references to every Seal which shall have been duly adopted by
     resolution of directors. The directors shall provide for the safe custody
     of the Seal and for an imprint thereof to be kept at the Registered Office.
     Except as otherwise expressly provided herein the Seal when affixed to any
     written instrument shall be witnessed and attested to by the signature of a
     director or any other person so authorized from time to time by resolution
     of directors. Such authorization may be before or after the Seal is
     affixed, may be general or specific and may refer to any number of
     sealings. The Directors may provide for a facsimile of the Seal and of the
     signature of any director or authorized person which may be reproduced by
     printing or other means on any instrument and it shall have the same force
     and validity as if the Seal had been affixed to such instrument and the
     same had been signed as hereinbefore described.


                                   DIVIDENDS

117. The Company may by a resolution of directors declare and pay dividends in
     money, shares, or other property, but dividends shall only be declared and
     paid out of surplus. In the event that dividends are paid in specie the
     directors shall have responsibility for establishing and recording in the
     resolution of directors authorizing the dividends, a fair and proper value
     for the assets to be so distributed.

118. The directors may from time to time pay to the members such interim
     dividends as appear to the directors to be justified by the profits of the
     Company.

119. The directors may, before declaring any dividend, set aside out of the
     profits of the Company such sum as they think proper as a reserve fund, and
     may invest the sum so set aside as a reserve fund upon such securities as
     they may select.

                                      22
<PAGE>

120. No dividend shall be declared and paid unless the directors determine that
     immediately after the payment of the dividend the Company will be able to
     satisfy its liabilities as they become due in the ordinary course of its
     business and the realizable value of the assets of the Company will not be
     less than the sum of its total liabilities, other than deferred taxes, as
     shown in its books of account, and its capital.  In  the  absence  of
     fraud,  the  decision of the directors as to the realizable value of the
     assets of the Company is conclusive, unless a question of law is involved.

121. Notice of any dividend that may have been declared shall be given to each
     member in manner hereinafter mentioned and all dividends unclaimed for 3
     years after having been declared may be forfeited by resolution of
     directors for the benefit of the Company.

122. No dividend shall bear interest as against the Company and no dividend
     shall be paid on treasury shares or shares held by another company of which
     the Company holds, directly or indirectly, shares having more than 50
     percent of the vote in electing directors.

123. A share issued as a dividend by the Company shall be treated for all
     purposes as having been issued for money equal to the surplus that is
     transferred to capital upon the issue of the share.

124. In the case of a dividend of authorized but unissued shares with par
     value, an amount equal to the aggregate par value of the shares shall be
     transferred from surplus to capital at the time of the distribution.

125. In the case of a dividend of authorized but unissued shares without par
     value, the amount designated by the directors shall be transferred from
     surplus to capital at the time of the distribution, except that the
     directors must designate as capital an amount that is at least equal to the
     amount that the shares are entitled to as a preference, if any, in the
     assets of the Company upon liquidation of the Company.

126. A division of the issued and outstanding shares of a class or series of
     shares into a larger number of shares of the same class or series having a
     proportionately smaller par value does not constitute a dividend of shares.

                              ACCOUNTS AND AUDIT

127. The Company may by resolution of members call for the directors to prepare
     periodically a profit and loss account and a balance sheet.  The profit and
     loss account and balance sheet shall be drawn up so as to give respectively
     a true and fair view of the profit and loss of the Company for the
     financial period and a true and fair view of the  state of affairs of the
     Company as at the end of the financial period.

                                      23
<PAGE>

128. The Company may by resolution of members call for the accounts to be
     examined by auditors. 129. The first auditors shall be appointed by
     resolution of directors; subsequent auditors shall be appointed by a
     resolution of members.

130. The auditors may be members of the Company but no director or other
     officer shall be eligible to be an auditor of the Company during his
     continuance in office.

131.  The remuneration of the auditors of the Company

      (a) in the case of auditors appointed by the directors, may be fixed
          by resolution of directors; and

      (b)  subject to the foregoing, shall be fixed by resolution of members
          or in such manner as the Company may by resolution of members
          determine.

132.  The auditors shall examine each profit and loss account and balance sheet
     required to be served on every member of the Company or laid before a
     meeting of the members of the Company and shall state in a written report
     whether or not

     (a)  in their opinion the profit and loss account and balance sheet
          give a true and fair view respectively of the profit and loss for the
          period covered by the accounts, and of the state of affairs of the
          Company at the end of that period; and

     (b)  all the information and explanations required by the auditors
          have been obtained.

133. The report of the auditors shall be annexed to the accounts and shall be
     read at the meeting of members at which the accounts are laid before the
     Company or shall be served on the members.

134. Every auditor of the Company shall have a right of access at all times to
     the books of account and vouchers of the Company, and shall be entitled to
     require from the directors and officers of the Company such information and
     explanations as he thinks necessary for the performance of the duties of
     the auditors.

135. The auditors of the Company shall be entitled to receive notice of, and to
     attend any meetings of members of the Company at which the Company's profit
     and loss account and balance sheet are to be presented.

                                    NOTICES

136. Any notice, information or written statement to be given by the Company to
     members may be served in the case of members holding registered shares in
     any way by which it

                                      24
<PAGE>

     can reasonably be expected to reach each member or by mail addressed to
     each member at the address shown in the share register.

137.  Any summons, notice, order, document, process, information or written
     statement to be served on the Company may be served by leaving it, or by
     sending it by registered mail addressed to the Company, at its registered
     office, or by leaving it with, or by sending it by registered mail to, the
     registered agent of the Company.

138. Service of any summons, notice, order, document, process, information or
     written statement to be served on the Company may be proved by showing that
     the summons, notice, order, document, process, information or written
     statement was delivered to the registered office or the registered agent of
     the Company or that it was mailed in such time as to admit to its being
     delivered to the registered office or the registered agent of the Company
     in the normal course of delivery within the period prescribed for service
     and was correctly addressed and the postage was prepaid.

                       PENSION AND SUPERANNUATION FUNDS

139. The directors may establish and maintain or procure the establishment and
     maintenance of any non-contributory or contributory pension or
     superannuation funds for the benefit of, and give or procure the giving of
     donations, gratuities, pensions, allowances or emoluments to, any persons
     who are or were at any time in the employment or service of the Company or
     any company which is a subsidiary of the Company or is allied to or
     associated with the Company or with any such subsidiary, or who are or were
     at any time directors or officers of the Company or of any such other
     company as aforesaid or who hold or held any salaried employment or office
     in the Company or such other company, or any persons in whose welfare the
     Company or any such other company as aforesaid is or has been at any time
     interested, and to the wives, widows, families and dependents of any such
     person, and may make payments for or towards the insurance of any such
     persons as aforesaid, and may do  any  of  the  matters aforesaid either
     alone or in conjunction with any such other  company as aforesaid.  Subject
     always to the proposal being approved by resolution of members, a director
     holding any such employment or office shall be entitled to participate in
     and retain for his own benefit any such donation, gratuity, pension
     allowance or emolument.

                                  ARBITRATION

140. Whenever any difference arises between the Company on the one hand and any
     of the members or their executors, administrators or assigns on the other
     hand, touching the true intent and construction or the incidence or
     consequences of these Articles or of the Act, touching anything done or
     executed, omitted or suffered in

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<PAGE>

     pursuance of the Act or touching any breach or alleged breach or otherwise
     relating to the premises or to these Articles, or to any Act or Ordinance
     affecting the Company or to any of the affairs of the Company such
     difference shall, unless the parties agree to refer the same to a single
     arbitrator, be referred to 2 arbitrators one to be chosen by each of the
     parties to the difference and the arbitrators shall before entering on the
     reference appoint an umpire.

141. If either party to the reference makes default in appointing an
     arbitrator either originally or by way of substitution (in the event that
     an appointed arbitrator shall die, be incapable of acting or refuse to act)
     for 10 days after the other party has given him notice to appoint the same,
     such other party may appoint an arbitrator to act in the place of the
     arbitrator of the defaulting party.

                     VOLUNTARY WINDING UP AND DISSOLUTION

142. The Company may voluntarily commence to wind up and dissolve by a
     resolution of members but if the Company has never issued shares it may
     voluntarily commence to wind up and dissolve by resolution of director.



                                 CONTINUATION

143. The Company may by resolution of members or by a resolution passed
     unanimously by all directors of the Company continue as a company
     incorporated under the laws of a jurisdiction outside the British Virgin
     Islands in the manner provided under those laws.


          We, HWR SERVICES LIMITED, of Craigmuir Chambers, Road Town, Tortola,
British Virgin Islands for the purpose of incorporating an International
Business Company under the laws of the British Virgin Islands hereby subscribe
our name to these Articles of Association the 10th day of June, 1992 in the
presence of:


Witness                              Subscriber



(Sgd.) Elena Ruffell Smith                       (Sgd.) Hazel Dawn Hewlett
 ..........................                        .........................
Craigmuir Chambers                                Authorized Signatory
Road Town, Tortola  HWR Services Limited
Company Administrator

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