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                            SHARE PURCHASE AGREEMENT

                                 BY AND BETWEEN

                   PARTHANON INVESTMENT CORPORATION, AS BUYER

                                       AND

                   ASIA MEDIA COMMUNICATIONS, LTD., AS SELLER,

                          ----------------------------

                                SEPTEMBER 1, 1997

                          -----------------------------






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     SHARE PURCHASE AGREEMENT, dated as of September 1, 1997, by and between
Parthanon Investment Corporation, a corporation formed under the laws of the
Turks and Caicos ("Buyer"), and Asia Media Communications, Ltd., a Nevada
corporation (the "Seller").

                              W I T N E S S E T H :

     WHEREAS, Buyer desires to purchase 100 common shares, par value $1.00 per
share (collectively, the "Shares"), of AMC International Holdings, Ltd., a
British Virgin Islands corporation (the "Company"), from the Seller, and the
Seller desires to sell the Shares to Buyer, effective as of December 31, 1996
(the "Effective Date"),

     NOW, THEREFORE, in consideration of the premises and the mutual covenants,
representatives and warranties contained herein, the parties hereto do hereby
agree as follows:

     1. TRANSFER OF SHARES, CONSIDERATION AND OTHER MATTERS

     1.1 Transfer of Shares. Subject to the terms and conditions of this
Agreement, Seller hereby sells, assigns, transfers, conveys and delivers to
Buyer, and Buyer hereby purchases and acquires from Seller, effective as of the
Effective Date, good and marketable title to the Shares, free and clear of all
mortgages, liens, encumbrances, claims, equities and obligations to other
persons of every kind and character. The Shares constitute all of the issued and
outstanding common shares of the Company on the date hereof. Simultaneously
herewith, Seller is delivering to Buyer a certificate duly endorsed for transfer
or accompanied by a duly executed stock power in blank, together with such other
documents or instruments, if any, as may be necessary to convey the Shares to
Buyer as provided herein.

     1.2 Consideration. The purchase price for the Shares purchased by Buyer is
$10.00 payable to Seller on the date hereof. In addition, Buyer hereby agrees
to assume, effective as of the Effective Date, the liabilities of Seller under
that certain Share Acquisition Agreement, dated December 31, 1996 (the "IPC
Agreement"), among Seller, the Company and IPC Corporation Ltd., a Singaporean
corporation ("IPC"), pursuant to which the Company acquired all of the issued
and outstanding capital stock of IPC (Corporation) Pty. Ltd., an Australian
corporation ("IPC Australia"), from IPC effective as of January 1, 1996.

     2. REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents, warrants and covenants to and with Buyer as an
inducement to Buyer to enter into this Agreement and to consummate the
transactions contemplated hereby as follows:

     2.1 Authorization of Agreement. Seller is a corporation duly organized,
validly existing and in good standing under the laws of Nevada and has full
power and authority to own its properties and to carry on its business as now
being or as heretofore conducted. Seller has the corporate power and authority
to execute and deliver this Agreement and any other agreement or instrument
contemplated by this Agreement and to perform its covenants and agreements
hereunder and thereunder. This Agreement and any such other agreement or
instrument, upon execution and delivery by Seller (and assuming due execution
and delivery hereof and thereof by the other parties hereto and thereto), will
constitute a valid and legally binding obligation of Seller, in each case
enforceable against it in accordance with its terms except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws from time to time in effect which affect






                                       2






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creditors' rights generally and by legal and equitable limitations on the
availability of specific performance and other equitable remedies against Seller
under or by virtue of this Agreement or such other agreement or instrument.

     2.2 Ownership of the Shares. Seller is the sole record and beneficial owner
of the Shares. Seller owns the Shares free and clear of any lien, pledge,
encumbrance, charge, security interest, claim or right of another and has the
absolute right to sell and transfer the Shares to Buyer without the consent of
any other person or entity. Upon transfer of the Shares to Buyer hereunder,
Buyer will acquire good and marketable title to the Shares free and clear of any
lien, pledge, encumbrance, charge, security interest, claim or right of another.

     2.3 No Seller's Defaults. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
violates any statute, ordinance, regulation, order, judgment or decree of any
court or governmental agency, or conflicts with or will result in any breach of
any of the terms of or constitute a default under or result in the termination
of or the creation of any lien upon the Shares pursuant to the terms of any
contract or agreement to which Seller is a party or by which Seller or any of
her assets is bound.

     2.4 Obligations; Authorizations. Seller is not (i) in violation of any
judgment, order, injunction, award or decree which is binding on it or any of
its assets, properties, operations or business which violation, by itself or in
conjunction with any other such violation, would materially and adversely affect
the consummation of the transactions contemplated hereby; or (ii) in violation
of any law or regulation or any other requirement of any governmental body,
court or arbitrator relating to her or her assets, operations or business which
violation, by itself or in conjunction with other violations of any other law,
regulation or other requirement, would materially adversely affect the
consummation of the transactions contemplated hereby.

     2.5 Consents. All requisite consents of third parties, including, but not
limited to, governmental or other regulatory agencies, federal, state or
municipal, required to be received by or on the part of Seller for the execution
and delivery of this Agreement and the performance of its obligations hereunder
have been obtained and are in full force and effect. Seller has fully complied
with all conditions of such consents.

     2.6 Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the British Virgin Islands and
has full power and authority to own, lease and operate its properties and to
carry on its business as now being and as heretofore conducted. The Company is
not qualified or licensed to do business as a foreign corporation in any
jurisdiction and has not transacted any business since incorporation. The
Company does not own or have the right to acquire any assets other than (a)
23,649,999 shares (the "IPC Shares") of the capital stock of IPC Australia, and
(b) an option (the "AMC Option") to acquire shares of Seller's common stock upon
exchange of the Company's preference shares. The IPC Shares constitute all of
the issued and outstanding capital stock of IPC Australia.

     2.7 Capitalization. The total authorized capital stock of the Company as of
the date of this Agreement consists of 49,000 common shares of which 100 common
shares, par value $1.00 per share, are issued and outstanding and 1000
preference shares, par value $1.00 per share, of which 25 preference shares are
issued and outstanding. The preference shares are entitled to the powers,
rights, preferences, privileges and limitations set forth in the resolutions
attached hereto as Schedule 2.7. There are no subscriptions, options or other
agreements or commitments obligating the Company to issue any shares of its
capital stock or securities convertible into its capital stock.




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     2.8 Certificate of Incorporation and By-laws. Annexed hereto as Schedule
2.8 is a true and complete copy of the Memorandum of Association and Articles of
Association of the Company as in effect on the date hereof.

     2.9 Officers and Directors. Attached hereto as Schedule 2.9 is a list of
the names and titles of all officers and directors of the Company, together with
their resignations.

     2.10 Liabilities, etc.. On the date hereof there are no liabilities, debts
or obligations of the Company, whether accrued, absolute, contingent or
otherwise ("Liabilities"), except for (a) the liabilities of the Company under
the IPC Agreement and under a letter agreement, dated April 1, 1997, between the
Company and IPC, a true and correct copy of each of which has been furnished to
the Buyer, and (b) liabilities incurred in the ordinary course for legal and
corporate services fees and expenses that do not exceeed $____________in the
aggregate.

     2.11 Actions and Proceedings. The Company is not subject to any outstanding
orders, writs, injunctions or decrees of any court or arbitration tribunal or
any governmental department, commission, board, agency or instrumentality,
domestic or foreign, against, involving or affecting the business, properties or
employees of the Company or Seller's right to enter into, execute and perform
this Agreement. There are no actions, suits, claims or legal, administrative or
arbitration proceedings or investigations, including any warranty or product
liability claims relating to or arising out of the business, properties or
employees of the Company pending or, to the best knowledge of the Seller,
threatened against or affecting the Company.

     2.12 Compliance with Laws. The Company has complied in all material
respects with all laws, ordinances, regulations and orders applicable to the
conduct of its business, including all laws relating to environmental matters,
employees and working conditions.

     2.13 Bank Accounts and Credit Cards. As of the date hereof, the Company
does not have any bank account, safe deposit box or credit or charge cards.

     3. REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represents and warrants to Seller as follows:

     3.1 Organization, Power and Authority. Buyer is a corporation duly
organized, existing and in good standing under the laws of the Turks and Caicos
and has full power and authority to own its properties and to carry on its
business as now being or as heretofore conducted. Buyer has the corporate power
and authority to execute and deliver this Agreement and any other agreement or
instrument contemplated by this Agreement and to perform its covenants and
agreements hereunder and thereunder.

     3.2 Legal and Authorized Transaction; Authority; No Breach. This Agreement,
and such other agreement or instrument contemplated by this Agreement, upon
execution and delivery by Buyer (and assuming due execution and delivery hereof
and thereof by the other parties hereto and thereto), will constitute the legal,
valid and binding obligation of Buyer, in each case enforceable against Buyer in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
from time to time in effect which affect creditors' rights generally and by
legal and equitable limitations on the availability of specific performance and
other equitable remedies against the Buyer under or by virtue of this Agreement
or such other agreement or instrument. Neither the execution and delivery of
this Agreement, or any such other agreement or instrument by Buyer, nor the
consummation of the transactions contemplated





                                       4






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hereby or thereby, will (i) violate, conflict with or result in the breach or
termination of, or otherwise give any other contracting party the right to
terminate, or constitute a default under the terms of, any mortgage, bond,
indenture or material agreement to which Buyer is a party or by which Buyer or
any of his property or assets may be bound or materially affected, (ii) violate
any judgment, order, injunction, decree or award of any court, administrative
agency or governmental body against, or binding upon, Buyer or upon the
securities, property or business of Buyer, or (iii) constitute a violation by
Buyer of any applicable law or regulation of any jurisdiction as such law or
regulation relates to Buyer or to the property or business of Buyer.

     3.3 No Litigation, Etc. There is no material suit, action, or legal,
administrative, arbitration or other proceeding or governmental investigation
pending or, to Buyer's best knowledge, threatened against, materially affecting
or which will materially affect, the business or property of Buyer, or to
Buyer's best knowledge does there exist any basis therefor.

     3.4 Investment Intent. Buyer is acquiring the Shares for its own account
and is purchasing the Shares for investment purposes and not with a view to
distribution or resale, nor with the intention of selling, transferring or
otherwise disposing of all or any part of the Shares except in compliance with
all applicable provisions of the Securities Act of 1933, as amended (the "Act"),
the rules and regulations promulgated by the SEC thereunder, and applicable
state securities laws. The Shares acquired by Buyer from Seller are "restricted
securities" as that term is defined under Rule 144 of the Act, and any sales of
the Shares made in reliance upon Rule 144 can be made only in limited amounts in
accordance with the terms and conditions of that Rule and will require an
opinion of counsel satisfactory to the Company and Company counsel that
registration is not required under the Act or state securities laws.

     3.5 No Reliance. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS MADE AND
MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH IN SECTION 2 HEREOF.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES THAT SELLER
HAS MADE NO REPRESENTATION OR WARRANTY REGARDING THE CONDITION, FINANCIAL OR
OTHERWISE, OF IPC AUSTRALIA. IN ENTERING INTO THIS AGREEMENT AND CARRYING OUT
THE TRANSACTION CONTEMPLATED HEREBY, BUYER HAS RELIED UPON ITS OWN INDEPENDENT
INVESTIGATION OF IPC AUSTRALIA AND UNDERSTANDS THAT THE LIABILITIES OF IPC
AUSTRALIA EXCEED ITS ASSETS AND THAT UNDER THE IPC AGREMEENT AMHL ACQUIRED IPC
AUSTRALIA EFFECTIVE AS OF JANUARY 1, 1996.

     4. COVENANTS AND AGREEMENTS OF THE PARTIES.

     4.1 Brokers. Seller and Buyer represent and warrant to the other that each
has not employed any broker, finder or similar agent and no person or entity
with which each has had any dealings or communications of any kind is entitled
to any brokerage, finder's or placement fee or any similar compensation in
connection with this Agreement or the transaction contemplated hereby.

     4.2 Expenses. Each of the parties hereto agrees to bear its own expenses
incurred in connection with the preparation, execution and performance of this
Agreement and the transactions contemplated hereby, including without
limitation, all fees and expenses of agents, representatives, counsel and
accountants.

     4.3 Further Assurances. Each of the parties shall execute such documents or
other papers and take such further actions as may be reasonably required or
desirable to carry out the provisions hereof and the transactions contemplated
in this Agreement.





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     4.4 Certain Matters. Buyer agrees that it will never cause or permit the
Company to issue any preference shares other than the 25 preference shares
issued and outstanding on the date hereof. Buyer further agrees to cause the
Company as soon as practicable to take such action as may be necessary or
appropriate to reduce the total authorized number of preference shares that the
Company may issue from 1,000 to 25.

     4.5 Books and Records. Simultaneous with the execution of the Agreement,
Seller will deliver or cause to be delivered to Buyer all of the books and
records of the Company, including, without limitation, the financial books and
records of the Company, and the stock transfer and minute book(s) of the
Company.

     5. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     5.1 Nature of Statements. All statements contained in any Schedule,
certificate or other instruments delivered by or on behalf of any party hereto
pursuant to this Agreement, shall be deemed representations and warranties by
such party.

     5.2 Survival of Representations and Warranties and Indemnities. Regardless
of any investigation at any time made by or on behalf of any party hereto or of
any information any party may have in respect thereof, all covenants,
agreements, representations and warranties made hereunder or pursuant hereto or
in connection with the transactions contemplated hereby, and the agreements of
indemnity for claims set forth in Section 6, 7 and 8 hereof, shall survive the
execution and delivery of this Agreement and continue in effect through the
first anniversary of this Agreement, and any claims for indemnity with respect
thereto, shall continue in effect until the expiration of the applicable statute
of limitations. If written notice of a violation or breach of any specified
representation, warranty or covenant is given to the party charged with such
violation or breach during the applicable period specified herein, such
representation, warranty or covenant, and the right to indemnification with
respect thereto, shall continue to survive until such matter has been resolved
by settlement, litigation (including all appeals related thereto) or otherwise.

     6. INDEMNIFICATION BY SELLER.

     6.1 Claims Against the Company. Seller shall indemnify and hold Buyer
harmless from and against any loss, damage or expense (including reasonable
attorneys' fees) caused by or arising out of any claim made against the Company:

          (i) for any broker's or finder's fee or any similar fee, charge or
commission incurred by the Company prior to or in connection with this Agreement
or the transactions contemplated hereby;

           (ii) for any foreign, Federal, state or local tax of any kind arising
out of or by reason of the existence or operations of the Company prior to the
date of this Agreement, including, without limitation, any payroll taxes owed by
the Company on account of compensation paid to any employee of the Company prior
to such date;

          (iii) in respect of any salary, bonus, wages or other compensation of
any kind owed by the Company to its employees for services rendered on or prior
to the date of this Agreement;

          (iv) for any damages to the environment caused by or arising out of
any pollution resulting from or otherwise attributable to the operation of the
business of the Company prior to the date of this Agreement;

          (v) in respect of any liability or indebtedness for borrowed money or
otherwise incurred on or before the date of this Agreement except as disclosed
provided herein.




                                       6





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       (b) Other Matters. Seller shall also indemnify and hold Buyer harmless
from and against any loss, damage or expense (including reasonable attorneys'
fees) caused by or arising out of (i) any breach or default in the performance
by the Seller of any covenant or agreement of the Seller contained in this
Agreement, (ii) any breach of warranty or inaccurate or erroneous representation
made by the Seller herein or in any Schedule, certificate or other instrument
delivered by or on behalf of the Seller pursuant hereto, and (ii) any and all
actions, suits, proceedings, claims, demands, judgments, costs and expenses
(including reasonable legal and accounting fees) incident to any of the
foregoing.

     7. INDEMNIFICATION BY BUYER.

     7.1 Claims Against Seller. Buyer shall indemnify and hold harmless Seller
from and against all loss, damage or expense (including reasonable attorneys'
fees) caused by or arising out of (i) any breach or default in the performance
by Buyer of any covenant or agreement of Buyer contained in this Agreement,
including the liabilities of Seller expressly assumed hereunder by Buyer, (ii)
any breach of warranty or inaccurate or erroneous representation made by Buyer
herein or in any certificate or other instrument delivered by or on behalf of
Buyer pursuant hereto and (iii) any and all actions, suits, proceedings, claims,
demands, judgments, costs and expenses (including reasonable legal and
accounting fees) incident to the foregoing.

     8. NOTICE AND OPPORTUNITY TO DEFEND.

     8.1 Participation. Promptly after the receipt by Buyer or Seller of notice
of any action, proceeding, claim or potential claim (any of which is hereinafter
individually referred to as a "Circumstance") which could give rise to a right
to indemnification under this Agreement, such party (the "Indemnified Party")
shall give prompt written notice to the party or parties who may become
obligated to provide indemnification hereunder (the "Indemnifying Party"). Such
notice shall specify in reasonable detail the basis and amount, if
ascertainable, of any claim that would be based upon the Circumstance. The
failure to give such notice promptly shall relieve the Indemnifying Party of its
indemnification obligations under this Agreement, unless the Indemnified Party
establishes that the Indemnifying Party either had knowledge of the Circumstance
or was not prejudiced by the failure to give notice of the Circumstance. The
Indemnifying Party shall have the right, at its option, to compromise or defend
the claim, at its own expense and by its own counsel, and otherwise control any
such matter involving the asserted liability of the Indemnified Party, provided
that any such compromise or control shall be subject to obtaining the prior
written consent of the Indemnified Party which shall not be unreasonably
withheld. An Indemnifying Party shall not be liable for any costs of settlement
incurred without the written consent of the Indemnifying Party. If any
Indemnifying Party undertakes to compromise or defend any asserted liability, it
shall promptly notify the Indemnified Party of its intention to do so, and the
Indemnified Party agrees to cooperate fully with the Indemnifying Party and its
counsel in the compromise of or defense against any such asserted liability. All
costs and expenses incurred in connection with such cooperation shall be borne
by the Indemnifying Party, provided such costs and expenses have been previously
approved by the Indemnifying Party. In any event, the Indemnified Party shall
have the right at its own expense to participate in the defense of an asserted
liability.

     9. MISCELLANEOUS

     9.1 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns. No assignment of this Agreement or of any rights
hereunder shall relieve the assigning party of any of its obligations or
liabilities hereunder.





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     9.2 Notices. All notices or other communications required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly
given if delivered by hand, prepaid telex, cable or telegram and confirmed in
writing, or mailed first class, postage prepaid, by registered or certified
mail, return receipt requested (mailed notices and notices sent by telex, cable
or telegram shall be deemed to have been given on the date sent) as follows:

          (a)       If to Seller, as follows:

                    Asia Media Communications, Ltd.
                    1330 Avenue of the Americas
                    New York, NY 10019

                    Attn.: Edward J. Tobin

          (b)       If to Buyer, as follows:

                    PMB 7 Hibiscus Square
                    Grand Turk
                    Turks and Caicos

or in any case to such other address or addresses as hereafter shall be
furnished as provided in this Section 9.2 by any of the parties hereto to the
other parties hereto.

     9.3 Waiver; Remedies. No delay on the part of Seller or Buyer in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of Sellers or Buyer of any right, power or
privilege hereunder operate as a waiver of any other right, power or privilege
hereunder, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise of any other right,
power or privilege hereunder. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies which the parties
hereto may otherwise have at law or in equity.

     9.4 Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements or understandings of the parties relating thereto.

     9.5 Amendment. This Agreement may be modified or amended only by written
agreement of the parties hereto.

     9.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute a single instrument.

     9.7 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely within the State of New York.

     9.8 Captions. All section titles or captions contained in this Agreement,
in any Schedule referred to herein or in any Exhibit annexed hereto are for
convenience only, shall not be deemed a part of this Agreement and shall not
affect the meaning or interpretation of this Agreement.



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          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered on the day and year first above written.

                                     BUYER:

                                     PARTHANON INVESTMENT CORPORATION




                                     By:______________________________________

                                     SELLER:

                                     ASIA MEDIA COMMUNICATIONS, LTD.



                                         
                                     By:__________________________________
                                                 Edward J. Tobin



                                       9


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NO: 210525
                                     [LOGO]
                                                                    Schedule 2.8

                             British Virgin Islands
                    The International Business Companies Act
                                   (Cap. 291)


                           Memorandum of Association
                                      and
                            Articles of Association
                                       of

                        AMC INTERNATIONAL HOLDINGS, LTD.

                  Incorporated the 24th day of December, 1996.

                           Harney Westwood & Riegels
                               Craigmuir Chambers
                                   Road Town
                                    Tortola
                             British Virgin Islands


                                                                       [SEAL]


<PAGE>

<PAGE>

                    TERRITORY OF THE BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                   (CAP 291)

                           MEMORANDUM OF ASSOCIATION
                                       OF
                        AMC INTERNATIONAL HOLDINGS, LTD.

   NAME

1. The name of the Company is AMC International Holdings, Ltd.

   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 Craigmuir
   Chambers, P.O. Box 71, 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, 1990;

       (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, 1990; or

                                                                       [SEAL]

                                       1


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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 if

       (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

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

AUTHORIZED CAPITAL

The authorized capital of the Company is US$50,000.00.

                                                                       [SEAL]

                                       2


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                     CLASSES. NUMBER AND PAR VALUE OF SHARES

 7. The authorized capital is made up of two classes of shares of one series
    each, namely.

    (a) 49,000 Common Shares of $1.00 par value; and

    (b) 1.000 Preference Shares of $1.00 par value.

                DESIGNATIONS, POWERS. PREFERENCES, ETC. OF SHARES

 8. (1) Each Common Share shall carry the right to one vote.

    (2) The Preference Shares shall not carry the right to vote.

    (3) Subject to the foregoing. the designations, powers, preferences, rights,
        qualifications. limitations and restrictions of each class and series of
        the shares that the Company is authorized to issue shall be fixed by
        resolution of directors, but the directors shall not allocate different
        rights as to voting, dividends. redemption or distributions on
        liquidation unless the Memorandum of Association creates or shall have
        been amended to create separate classes of shares and all the aforesaid
        rights as to voting, dividends, redemption and distributions shall be
        identical in each separate class

                            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.

                                                                          [SEAL]
                                       3


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                       REGISTERED SHARES AND BEARER SHARES

11. Shares may be issued as registered shares or to bearer as may be determined
    by a resolution of directors.

                 EXCHANGE OF REGISTERED SHARES AND BEARER SHARES

12. Registered shares may be exchanged for bearer shares and bearer shares may
    be exchanged for registered shares.

                          TRANSFER OF REGISTERED SHARES

13. Subject to the provisions relating to the transfer of shares set forth in
    the Articles of Association annexed hereto (the "Articles of Association")
    registered shares in the Company may be transferred subject to the prior or
    subsequent approval of the Company as evidenced by a resolution of directors
    or by a resolution of members.

                  SERVICE OF NOTICE ON HOLDERS OF BEARER SHARES

14. Where shares are issued to bearer, the bearer. identified for this purpose
    by the number of the share certificate, shall be requested to provide the
    Company with the name and address of an agent for service of any notice,
    information or written statement required to be given to members, and
    service upon such agent shall constitute service upon the bearer of such
    shares until such time as a new name and address for service is provided to
    the Company. In the absence of such name and address being provided it shall
    be sufficient for the purposes of service for the Company to publish the
    notice, information or written statement or a summary thereof in one or more
    newspapers published or circulated in the British Virgin Islands and in such
    other place, if any, as the Company shall from time to time by a resolution
    of directors or a resolution of members determine. The directors of the
    Company must give sufficient notice of meetings to members holding shares
    issued to bearer to allow a reasonable opportunity for them to secure or
    exercise the right or privilege that is the subject of the notice other than
    the right or privilege to vote, as to which the period of notice shall be
    governed by the Articles of Association. What amounts to sufficient notice
    is a matter of fact to be determined after having regard to all the
    circumstances.

               AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION

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

                                                                          [SEAL]
                                        4


<PAGE>

<PAGE>


                                   DEFINITIONS

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

    We, HER 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 24th day of December, 1996 in the
presence of:

Witness                                Subscriber

/s/ CRAIGMUIR CHAMBERS                 /s/ ALI MUDEEN
 .................................     ....................................
Craigmuir Chambers                    Authorized Signatory
Road Town, Tortola                    HWR Services Limited

                                                                          [SEAL]
                                       5


<PAGE>

<PAGE>


                     TERRITORY OF THE BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                   (Cap. 291)

                             ARTICLES OF ASSOCIATION
                                       OF
                        AMC INTERNATIONAL HOLDINGS, LTD.

                                   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.

<TABLE>
<CAPTION>
    Words              Meaning
    -----              -------
<S>                    <C>
    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.

    resolution of      (a) A resolution approved at a duly convened and
    directors              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 presents at the meeting who voted and did
                           not abstain; or

</TABLE>
                                                                          [SEAL]

                                       1

<PAGE>

<PAGE>

<TABLE>
<S>                    <C>
                       (b) a resolution consented to in writing by all directors
                           or 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 convened and
    members                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 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 the 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
</TABLE>

                                                                          [SEAL]
                                       2


<PAGE>

<PAGE>


<TABLE>
<S>                    <C>
                                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 (CAP 291)
                       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.

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

 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.

                                                                          [SEAL]
                                       3



<PAGE>

<PAGE>


 5. A reference in these Articles to voting in relation to share. 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 receipt for any dividend payable in
    respect of such shares.

                                  BEARER SHARES

10. Subject to a request for the issue of bearer shares and to the payment of
    the appropriate consideration for the shares to be issued, the Company may,
    to the extent authorized by the Memorandum, issue bearer shares to, and at
    the expense of, such person as shall be specified in the request. Bearer
    shares may not be issued for debt obligations, promissory notes or other
    obligations to contribute money or property and registered shares issued for
    debt obligations, promissory notes or other obligations to contribute money
    or property shall not be exchanged for bearer shares unless such debt
    obligations, promissory notes or other obligations to contribute money or
    property have been satisfied. The Company may also upon receiving a request
    in writing accompanied by the share certificate for the shares in question,
    exchange registered shares for bearer shares or may exchange bearer shares
    for registered shares. Such request served on the Company by the holder of
    bearer shares shall specify the name and address of the person to be
    registered and unless the request is delivered in person by

                                                                          [SEAL]
                                       4


<PAGE>

<PAGE>


    the bearer shall be authenticated as hereinafter provided. Such request
    served on the Company by the holder of bearer shares shall also be
    accompanied by any coupons or talons which at the date of such delivery have
    not become due for payment of dividends or any other distribution by the
    Company to the holders of such shares. Following such exchange the share
    certificate relating to the exchanged shares shall be delivered as directed
    by the member requesting the exchange.

11. Bearer share certificates shall be under the Seal and shall state that the
    bearer is entitled to the shares therein specified, and may provide by
    coupons, talons or otherwise for the payment of dividends or other moneys on
    the shares included therein.

12. Subject to the provisions of the Act and of these Articles, the bearer of a
    bearer share certificate shall be deemed to be a member of the Company and
    shall be entitled to the same rights and privileges as he would have had if
    his name had been included in the share register of the Company as the
    holder of the shares.

13. Subject to any specific provisions in these Articles, in order to exercise
    his rights as a member of the Company, the bearer of a bearer share
    certificate shall produce the bearer share certificate as evidence of his
    membership of the Company. Without prejudice to the generality of the
    foregoing, the following rights may be exercised in the following manner:

    (a) for the purpose of exercising his voting rights at a meeting, the bearer
        of a bearer share certificate shall produce such certificate to the
        chairman of the meeting;

    (b) for the purpose of exercising his vote on a resolution in writing, the
        bearer of a bearer share certificate shall cause his signature to any
        such resolution to be authenticated as hereinafter set forth;

    (c) for the purpose of requisitioning a meeting of members, the bearer of a
        bearer share certificate shall address his requisition to the directors
        and his signature thereon shall be duly authenticated as hereinafter
        provided; and

    (d) for the purpose of receiving dividends, the bearer of a bearer share
        certificate shall present at such places as may be designated by the
        directors any coupons or talons issued for such purpose, or shall
        present the bearer share certificate to any paying agent authorized to
        pay dividends.

14. The signature of the bearer of a bearer share certificate shall be deemed to
    be duly authenticated if the bearer of the bearer share certificate shall
    produce such certificates

                                                                          [SEAL]
                                        5

<PAGE>

<PAGE>


    to a notary public or a bank manager or a director or officer of the Company
    (herein referred to as an "authorized person") and the authorized person
    endorses the document bearing such signature with a statement:

    (a) identifying the bearer share certificate produced to him by number and
        date and specifying the number of shares and the class of shares (if
        appropriate) comprised therein;

    (b) confirming that the signature of the bearer of the bearer share
        certificate was subscribed in his presence and that if the bearer is
        representing a body corporate he has so acknowledged and has produced
        satisfactory evidence thereof; and

    (c) specifying the capacity in which he is qualified as an authorized person
        and, if a notary public, affixing his seal thereto or, if a bank
        manager, attaching an identifying stamp of the bank of which he is a
        manager.

15. Notwithstanding any other provisions of these Articles, at any time, the
    bearer of a bearer share certificate may deliver the certificate for such
    shares into the custody of the Company at its registered office, whereupon
    the Company shall issue a receipt therefor under the Seal signed by a
    director or officer identifying by name and address the person delivering
    such certificate and specifying the date and number of the bearer share
    certificate so deposited and the number of shares comprised therein. Any
    such receipt may be used by the person named therein for the purpose of
    exercising the rights vested in the shares represented by the bearer share
    certificate so deposited including the right to appoint a proxy. Any bearer
    share certificate so deposited shall be returned to the person named in the
    receipt or his personal representative if such person be dead and thereupon
    the receipt issued therefor shall be of no further effect whatsoever and
    shall be returned to the Company for cancellation or, if it has been lost or
    mislaid, such indemnity as may be required by resolution of directors shall
    be given to the Company.

16. The bearer of a bearer share certificate shall for all purposes be deemed to
    be the owner of the shares comprised in such certificate and in no
    circumstances shall the Company or the chairman of any meeting of members or
    the Company's registrars or any director or officer of the Company or any
    authorized person be obliged to inquire into the circumstances whereby a
    bearer share certificate came into the hands of the bearer thereof, or to
    question the validity or authenticity of any action taken by the bearer of a
    bearer share certificate whose signature has been authenticated as provided
    herein.

17. If the bearer of a bearer share certificate shall be a corporation, then all
    the rights exercisable by virtue of such shareholding may be exercised by an
    individual duly

                                                                          [SEAL]
                                       6


<PAGE>

<PAGE>


    authorized to represent the corporation but unless such individual shall
    acknowledge that he is representing a corporation and shall produce upon
    request satisfactory evidence that he is duly authorized to represent the
    corporation, the individual shall for all purposes hereof be regarded as the
    holder of the shares in any bearer share certificate held by him.

18. The directors may provide for payment of dividends to the holders of bearer
    shares by coupons or talons and in such event the coupons or talons shall be
    in such form and payable at such time and in such place or places as the
    directors shall resolve. The Company shall be entitled to recognize the
    absolute right of the bearer of any coupon or talon issued as aforesaid to
    payment of the dividend to which it relates and delivery of the coupon or
    talon to the Company or its agents shall constitute in all respects a
    good discharge of the Company in respect of such dividend.

19. If any bearer share certificate, coupon or talon be worn out or defaced, the
    directors may, upon the surrender thereof for cancellation, issue a new one
    in its stead, and if any bearer share certificate, coupon or talon be lost
    or destroyed, the directors may upon the loss or destruction being
    established to their satisfaction, and upon such indemnity being given to
    the Company as it shall by resolution of directors determine, issue a new
    bearer share certificate in its stead, and in either case on payment of
    such sum as the Company may from time to time by resolution
    of directors require. In case of loss or destruction the person to whom such
    new bearer share certificate, coupon or talon is issued shall also bear and
    pay to the Company all expenses incidental to the investigation by the
    Company of the evidence of such loss or destruction and to such indemnity.

                 SHARES, AUTHORIZED CAPITAL, CAPITAL AND SURPLUS

20. 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.

21. 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.

                                                                          [SEAL]
                                       7


<PAGE>
<PAGE>

22.  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.

23.  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.

24.  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.

25.  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.

26.  The Company may issue fractions of a share and a fractional share shall
     have the same corresponding fractional liabilities, limitations,
     preferences, privileges, qualifications, restrictions, rights and other
     attributes of a whole share of the same class or series of shares.

27.  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.

28.  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.

29.  Subject to provisions to the contrary in

     (a) the Memorandum or these Articles;

                                                                          [SEAL]

                                       8

<PAGE>
<PAGE>


     (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.

30.  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.

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

     (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 59;

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

     (d) pursuant to an order of the Court.

32.  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.

33.  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.

34.  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

                                                                          [SEAL]

                                       9

<PAGE>
<PAGE>



     (a) the Memorandum or these Articles; or

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

35.  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

36.  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.

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

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

     (a) with the consent of the named mortgagee or chargee 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.

     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

     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.

                                                                          [SEAL]

                                       10



<PAGE>
<PAGE>


41.  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.

42.  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.

43.  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.

44.  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

45.  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.

46.  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

                                                                          [SEAL]

                                       11



<PAGE>
<PAGE>


     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.

47.  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 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

48.  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.

49.  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.

50.  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 of any period of 12 months.

                             TRANSMISSION OF SHARES

51.  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

                                                                          [SEAL]

                                       12




<PAGE>
<PAGE>



     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.

52.  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 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.

53.  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.

54.  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.

55.  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

56.  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.

57.  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

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     (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.

58.  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.

59.  Subject to the provision. of the two next succeeding Regulations, the
     capital of the Company may by resolution of directors be reduced by
     transferring an amount of the capital of the Company to surplus.

60.  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.

61.  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

     The directors of the Company may convene meetings of the members of the
     Company at such times and in such manner and places within or outside the
     British Virgin Islands as the directors consider necessary or desirable.

     Upon the written request of members holding 10 percent or more of the
     outstanding voting shares in the Company the directors shall convene a
     meeting of members.

     The directors shall give not less than 7 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.


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65.  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.

66.  A meeting of members may be called on short notice:

     (a) if members holding not less than 90 percent of the total number of
         shares entitled to vote on all matters to be considered at the meeting,
         or 90 percent of the votes of each class or series of shares where
         members are entitled to vote thereon as a class or series together with
         not less than a 90 percent majority of the remaining votes, have agreed
         to short notice of the meeting, or

     (b) if all members holding shares entitled to vote on all or any matters to
         be considered at the meeting have waived notice of the meeting and for
         this purpose presence at the meeting shall be deemed to constitute
         waiver.

67.  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.

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

69.  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.

70.  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

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



                                                                          [SEAL]

                                       15




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<PAGE>



     (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.

72.  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.

73.  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
     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.

74.  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.

75.  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 members present shall choose some one of their number to
     be the chairman. If the members are unable to choose a chairman for any
     reason, then the person representing the greatest number of voting shares
     present in person or by prescribed form of proxy at the meeting shall
     preside as chairman failing which the oldest individual or representative
     of a member present shall take the chair.


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                                       16




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<PAGE>



76.  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.

77.  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.

78.  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 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.

79.  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.

80.  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.

81.  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.



                                                                          [SEAL]

                                      17



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<PAGE>


82.  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

83.  The first directors of the Company shall be appointed by the subscribers to
     the Memorandum; and thereafter, the directors shall be elected by the
     members for such term as the members determine.

84.  The minimum number of directors shall be one and the maximum number shall
     be 7.

85.  Each director shall hold office for the term, if any, fixed by resolution
     of members or until his earlier death, resignation or removal.

86.  A director may be removed from office, with or without cause, by a
     resolution of members or, with cause, by a resolution of directors.

87.  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.

88.  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.

89.  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.

                                                                          [SEAL]

                                       18




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<PAGE>


90.  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.

91.  With the prior or subsequent approval by a resolution of members, 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.

92.  A director shall not require a share qualification and may be an individual
     or a company.

                               POWERS OF DIRECTORS

93.  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 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.

94.  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.

95.  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.

96.  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.

97.  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,

                                                                          [SEAL]

                                       19




<PAGE>
<PAGE>


     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.

98.  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.

99.  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.

100. 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;

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

     (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.

101. 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

102. 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.

103. 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.

                                                                          [SEAL]

                                       20




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<PAGE>


104. 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.

105. 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.

106. 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, unless there are only
     2 directors in which case the quorum shall be 2.

107. If the Company shall have only one director the provisions herein contained
     for meetings of the directors shall not apply but such sole director shall
     have full power to represent and act for the Company in all matters as are
     not by the Act or the Memorandum or these Articles required to be exercised
     by the members of the Company and in lieu of minutes of a meeting shall
     record in writing and sign a note or memorandum of all matters requiring a
     resolution of directors. Such a note or memorandum shall constitute
     sufficient evidence of such resolution for all purposes.

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

109. 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 all directors or all members
     of the committee as the case may be, without the need for any notice. The
     consent may be in th form of counterparts, each counterpart being signed by
     one or more directors.

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

                                                                          [SEAL]

                                       21




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<PAGE>


     (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.

111. 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.

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

113. 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.

114. 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

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

116. 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

                                                                          [SEAL]

                                       22




<PAGE>
<PAGE>

     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.

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

118. 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

119. 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 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.

120. 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

121. 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

                                                                        [SEAL]

                                       23




<PAGE>
<PAGE>


     (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 wan acting
         for, another company or a partnership, joint venture, trust or other
         enterprise.

122. 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.

123. 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.

124. 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.

125. 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.

126. 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.

127. 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

                                                                        [SEAL]

                                       24




<PAGE>
<PAGE>


     may refer to any number of scalings. 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

128. 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.

129. 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.

130. 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.

131. 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.

132. 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.

133. 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.

134. 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.

                                                                        [SEAL]

                                       25




<PAGE>
<PAGE>


135. 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.

136. 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.

137. 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

138. 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.

139. The Company may by resolution of members call for the accounts to be
     examined by auditors.

140. The first auditors shall be appointed by resolution of directors;
     subsequent auditors shall be appointed by a resolution of members.

141. 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.

142. 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.

143. 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

                                                                        [SEAL]

                                       26




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     (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.

144. 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.

145. 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.

146. 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

147. 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 can reasonably be expected to reach each member or by
     mail addressed to each member at the address shown in the share register
     and in the case of members holding shares issued to bearer, in the manner
     provided in the Memorandum.

148. 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.

149. 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.

                                                                        [SEAL]

                                       27




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                       PENSION AND SUPERANNUATION FUNDS

150. 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 in 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

151. 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 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.

152. 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

153. 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 directors.

                                                                        [SEAL]

                                       28




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                                 CONTINUATION

154. 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 24th December, 1996 in the
presence of:

Witness                                       Subscriber



Craigmuir Chambers                            [signature illegible]
 .............................                 .............................
Craigmuir Chambers                            Authorized Signatory
Road Town, Tortola                            HWR Services Limited

                                                                        [SEAL]

                                       29




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                                                                    SCHEDULE 2.9
                        AMC INTERNATIONAL HOLDINGS LTD.

                             DIRECTOR/OFFICER LIST


Edward J. Tobin, Director and President
Steven A. Saide, Secretary





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                                             September 1, 1997

Board of Directors
AMC International Holdings, Ltd.
245 Park Avenue
New York, NY 10019

     I hereby resign as Director and President of AMC International Holdings,
Ltd., a British Virgin Islands company (the "Company"), and in every other
fiduciary capacity in which I serve the Company. Such resignation shall be
effective as of September 1, 1997.

                                       Sincerely,

                                       /s/ Edward J. Tobin

                                       Edward J. Tobin




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<PAGE>


                                             September 1, 1997

Board of Directors
AMC International Holdings, Ltd.
245 Park Avenue
New York, NY 10019

     I hereby resign as Secretary of AMC International Holdings, Ltd., a British
Virgin Islands company (the "Company"), and in every other fiduciary capacity in
which I serve the Company. Such resignation shall be effective as of September
1, 1997.

                                       Sincerely,

                                       /s/ Steven A. Saide

                                       Steven A. Saide



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