Exhibit 4.1


                         [SEAL OF REGISTRAR OF COMPANY]


                                                                       No: 5557

                             BRITISH VIRGIN ISLANDS
                 The International Business Companies Act, 1984

                            MEMORANDUM OF ASSOCIATION
                             ARTICLES OF ASSOCIATION

                                       of

                               GETGO MAIL.COM INC.
                               -------------------


                        An International Business Company


                    Incorporated the 17th day of March, 1988
               Amendment registered this 14th day of October 1999

                              CITCO B.V.I. LIMITED
                          CITCO Building, Wickhams Cay
                                    Road Town
                                     Tortola
                             British Virgin Islands
                    Tel: 1(284) 494-2217 Fax: 1(284) 494-3917


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                     TERRITORY OF THE BRITISH VIRGIN ISLANDS
                INTERNATIONAL BUSINESS COMPANIES ORDINANCE, 1984

                            MEMORANDUM OF ASSOCIATION
                                       OF

                               GETGO MAIL.COM INC.
                               -------------------

1.        The name of the Company is Getgo Mail.Com Inc.

2.        The Registered Office of the Company is at Citco Building, Wickams
          Cay, P.O. Box 662 in Road Town, Tortola, British Virgin Islands or at
          such other place within the British Virgin Islands as the Directors
          may from time to time determine.

3.        The Registered Agent of the Company in the British Virgin Islands is
          Citco Trust Corporation Limited whose address is P.O. Box 662, Citco
          Building, Wickhams Cay, Road Town, Tortola, British Virgin Islands.

4.        The object or purpose for which the Company is established 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.

5.        Without prejudice to the generality of clause 4 hereof and subject
          thereto, the Company has power to do any and all acts to carry on any
          business or businesses whatsoever and to engage in any activities
          which may conveniently be carried on with or be conducive to the
          attainment of the Company's objects or purposes, including the power
          to enter into any contract or undertaking whether directly or
          indirectly for the benefit or profit of the Company and to settle the
          Company's assets or property or any part thereof in trust or transfer
          the same to any other Company whether for the protection of its assets
          or not, and with respect to the transfer, the Directors may provide
          that the Company, its creditors, its members or any person having a
          direct or indirect interest in the Company or any of them may be the
          beneficiaries, creditors, members, certificate holders, partners or
          holders of any other similar interest.

6.        The Company has no power to--

          (i)       carry on business with persons resident in thc British
                    Virgin Islands except as provided by the Ordinance,

          (ii)      own an interest in real property situate in the British
                    Virgin Islands, other than 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,

          (iii)     accept banking deposits,

          (iv)      accept contracts of insurance.

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

8.        The Company shall have an authorised capital of US$ 2,000.00 divided
          into 20,000,000 shares with a par value of US$ 0.0001-----each.

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9.        The Company shall have one class of shares of one series comprising
          20,000,000 ordinary common shares of US$ 0.0001-----each.

10.       In as much as more than one class or more than one series of shares
          are authorized to be issued, the Directors shall have the authority
          and the power to fix by a resolution of directors the designations,
          powers, preferences, rights, qualifications, limitations and
          restrictions if any appertenant to that class or series of shares.

11.       The number of shares into which the share capital is divided, may be
          issued as registered nominative shares or as shares issued to bearer.

12.       Registered nominative shares may be exchanged and converted into
          shares issued to bearer and shares issued to bearer may be exchanged
          and converted into registered nominative shares.

13.       Any notice or other information required by the Ordinance to be given
          to the holder of shares issued to bearer shall be given by publishing
          the same in a newspaper of general circulation in the British Virgin
          Islands or in such other newspaper if any as the Company may from time
          to time by resolution of directors determine.

14.       The Memorandum and Articles of Association of the Company may be
          amended by a resolution of members or a resolution of directors.

We, Tortola Corporation Company Limited of P.O. Box 662, Citco Building,
Wickhams Cay, Road Town, Tortola 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 this 17th day of
March, 1988 in the presence of:


                                            (Sgd. Joseph Caminada)
 Witness                                    Tortola Corporation Company Limited
 Agnita Solomon
 Road Town,
 Tortola
 British Virgin Islands

 Secretary         (Sgd. Agnita Solomon)


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                     TERRITORY OF THE BRITISH VIRGIN ISLANDS

               THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE 1984

                             ARTICLES OF ASSOCIATION

                                       OF

                               GETGO MAIL.COM INC.
                               -------------------

1.        The following Regulations shall constitute the Regulations of the
          Company. In these Articles words and expressions defined in the
          International Business Companies Ordinance ("the Ordinance") shall
          have the same meaning and, unless otherwise required by the context,
          the singular shall include the plural and vice-versa, the masculine
          shall include the feminine and neuter and references to persons shall
          include corporations and all legal entities capable of having a legal
          existence.

                                     SHARES

2.        Subject to the provisions of these Articles the unissued shares of the
          Company (whether forming part of the original or any increased
          authorized capital) shall be at the disposal of the Directors who may
          offer, allot, grant options over or otherwise dispose of them to such
          persons at such times and for such consideration and upon such terms
          and conditions as the directors may determine.

3.        No share shall be issued except as fully paid up.

4.        The name and address of every person being the holder of registered
          nominative shares, their class or series and the date when they became
          or ceased to become a member shall be entered as a member in the share
          register.

5.        Every person whose name is entered as a member in the share register
          being the holder of registered nominative shares, shall, without
          payment, be entitled to a certificate specifying the share or shares
          held and the par value thereof, provided that in respect of a
          registered nominative share, or shares, held jointly by several
          persons the Company shall not be bound to issue more than one
          certificate, and delivery of a certificate for a share to one of
          several joint holders shall be sufficient delivery to all.

6.        In the case of shares issued to bearer, the share register shall
          contain the total number of each class and series of shares so issued
          and with respect to each certificate therefor, the identifying number,
          the number of each class or series of shares issued to bearer
          specified therein and the date of issue of the certificate.

7.        Every person to whom shares are issued to bearer must hold a
          certificate specifying the share or shares and the par value thereof.

8.        Registered nominative shares may pursuant to a resolution of directors
          be exchanged and converted into shares issued to bearer.

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9.        Shares issued to bearer may pursuant to a resolution of directors and
          on the giving of such indemnity as the Company by resolution of
          directors may reasonably require be exchanged and converted into
          registered nominative shares.

10.       The bearer of a certificate representing shares issued to bearer shal1
          for all purposes be deemed to be the owner of the shares comprised in
          such certificate.

11.       If a certificate 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 the directors may reasonably require.
          Any member receiving a share certificate shall indemnify and hold the
          Company and its officers harmless from any loss or liability which it
          or they may incur by reason of wrongful or fraudulent use or
          representation made by any person by virtue of the possession of such
          certificate.

                      SHARE CAPITAL AND VARIATION OF RIGHTS

12.       Without prejudice to any special rights previously conferred on the
          holders of any existing shares or class of shares, any share in the
          Company may be issued with such preferred, deferred or other special
          rights or such restrictions, whether in regard to dividend, voting,
          return of capital or otherwise as the directors may from time to time
          determine.

13.       Subject to the provisions of the Ordinance, any shares may be
          purchased, redeemed or acquired by the Company on such terms and in
          such manner as the directors may determine.

14.       If at any time the authorised share 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 any other class or
          series of shares which may be affected by such variation.

15.       The rights conferred upon the holders of the sl1ares 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.

16.       No notice of a trust, whether expressed, implied or constructive,
          shall be entered on the share register.

                               TRANSFER OF SHARES

17.       Registered nominative shares may be transferred by a written
          instrument signed by the transferor and containing the name and
          address of the transferee or in such other manner or form and subject
          to such evidence as the directors shall consider appropriate. The
          transfer shall take effect on registration of the transferee as holder
          of the shares and on surrender of the certificate if any representing
          the transferred shares.

18.       Shares issued to bearer may be transferred by delivery of the
          certificate representing such shares.

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19.       The directors shall have power to close the Share Register for such
          period as they shall think fit, but not exceeding 90 days in any one
          year.

                             TRANSMISSION OF SHARES

20.       (i)       The personal representatives, guardian or trustee as the
                    case may be of a deceased, incompetent or bankrupt sole
                    holder of a registered nominative share shall be the only
                    persons recognized by the Company as having any title to the
                    share. In the case of a share registered in the names of two
                    or more holders, the survivor or survivors and the personal
                    representative, guardian or trustee as the case may be of
                    the deceased, incompetent or bankrupt, shall be the only
                    persons recognized by the Company as having any title to the
                    share but they shall not be entitled to exercise any rights
                    as a member of the Company until they have proceeded as set
                    forth in the following Regulations.

          (ii)      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 for all
                    purposes shall be deemed to be a transfer of shares of the
                    deceased, incompetent or bankrupt member and the directors
                    shall treat it as such.

21.       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 a transferee of such share or shares and
          such request shall likewise be treated as if it were a transfer.

                            ACQUISITION OF OWN SHARES

22.       Subject to the provisions of the Ordinance, the Company may purchase,
          redeem or otherwise acquire any of its own shares for such
          consideration as the Company by resolution of directors considers fit,
          and either cancel or hold such shares as treasury shares. The Company
          may dispose of any shares held as treasury shares on such terms and
          conditions as the Company by a resolution of directors may from time
          to time determine. Shares may be purchased or otherwise acquired by
          the Company in exchange for newly issued shares in the Company.

23.       Subject to the provisions of the Ordinance as to reduction of capital
          the Company may, by resolution of directors amend it Memorandum of
          Association to increase or reduce its authorised capital.

24.       Any capital raised by the creation of new shares shall be considered
          as part of the original capital, and shall be subject to the same
          provisions as if it had been part of the original capital.

25.       The Company may amend its Memorandum of Association to

          (a)       consolidate all or any of its share capital into shares of
                    larger amount than its existing shares;

<PAGE>


          (b)       cancel any shares which, at the date of the passing of the
                    resolution, have not been taken or agreed to be taken by any
                    person and diminish the amount of its authorised share
                    capital by the amount of thc shares so cancelled;

          (c)       sub-divide its shares or any of them into shares of smaller
                    amount than is fixed by the Memorandum of Association and so
                    that subject to the provisions of Regulation 14 the
                    resolution whereby any share is sub-divided may determine
                    that as between the holders of the shares resulting from
                    such sub-division one or more of the shares may have such
                    preferred or other special rights over or may have such
                    qualified or deferred rights or be subject to any such
                    restrictions as compared with the other or others as the
                    Company has power to attach to unissued or new shares;

          (d)       subject to the provisions of the Ordinance, reduce its
                    issued share capital or any capital represented by the
                    capital redemption reserve fund or by the share premium
                    account in any manner.

26.       Where any difficulty arises in regard to any consolidation and
          division under Regulation 25, the Company by a resolution of directors
          may settle the same as it thinks expedient.

                               MEETINGS OF MEMBERS

27.       The directors may convene meetings of the members of the Company at
          such time and in such manner and places as the directors consider
          necessary or desirable, and they shall convene such a meeting upon the
          written request of members holding more than 30 percent of thc votes
          of the outstanding voting shares in the Company.

28.       At least seven days notice specifying the place, the day and the hour
          of the meeting and the general nature of the business to be conducted
          shall be given to such persons whose names on the date the notice is
          given appear as members in the share register of the Company.

29.       In the case of shares issued to bearer, the directors shall at least
          14 days prior to the date of the meeting cause notice of the same,
          specifying the place, the day and the hour of the meeting and the
          general nature of the business to be conducted, to be published in the
          manner prescribed by the Memorandum of Association.

30.       A meeting of the members shall be deemed to have been validly called,
          notwithstanding that it is called in contravention of the requirement
          to give notice in Regulations 28 and 29 if shorter notice of the
          meeting is agreed by members holding not less than 90 percent of the
          total number of shares having a right to attend and vote at the
          meeting or if all such members have waived notice of the meeting.
          Presence at the meeting shall be deemed to constitute waiver.

31.       The inadvertent failure of the directors to give notice of a meeting
          to a member or to the agent or attorney as the case may be or the fact
          that a member or such agent or attorney has not received the notice
          does not invalidate the meeting.

32.       A member may be represented at a meeting of members by proxy. The
          instrument appointing a proxy shall be in such form as the Chairman of
          the meeting shall accept and 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.

<PAGE>


33.       In the case of shares issued to bearer the holder of such shares may
          vote:

          in person, by producing the Certificate representing such shares to
          the Chairman of the meeting at which the holder proposes to vote;

          by proxy, by depositing the certificate with a law firm appointed in
          writing by the Company or with a recognised bank or trust company
          which shall give a certificate of deposit and voting instructions in
          the form below:

                             CERTIFICATE OF DEPOSIT

                                       AND

                               VOTING INSTRUCTIONS

The Undersigned hereby declares and certifies that            bearer-share
certificate(s), representing        shares of the share capital of

(the "Company"), an International Business Company organised under the laws of
the British Virgin Islands, is/are being held by the Undersigned on behalf of
the owner(s) of the said shares, who have authorised the Undersigned to
represent the said shares with full power of substitution at a shareholder's
meeting to be held with the following agenda:

( )       In the transaction of such other business as may properly come before
          meeting.

          To cast their votes on each of the above mentioned agenda matters at
          the meeting, and to designate any third party to act in and on its
          behalf as the representatives of the said shareholders and these
          shares at the meeting; and the Undersigned will continue to keep the
          said shares in safekeeping until the date indicated above.

          In accordance with this power authority the Undersigned hereby
          designates and appoints Messrs. . . . . . . . . . . . . . . . . . . .
          and each of them with full power of substitution to represent the
          Undersigned and said shareholders and to so vote the said shares at
          the meeting of shareholders of the Company to be held at

IN WITNESS WHEREOF, the Undersigned has caused this certificate to be duly
executed this            day of          19

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

                                            NAME OF BANK OR TRUST COMPANY

                                            NAME OF LAW FIRM

<PAGE>


                       PROCEEDINGS AT MEETINGS OF MEMBERS

34.       No business shall be transacted at any meeting of members unless a
          quorum of members is present at the time when the meeting proceeds to
          business. A quorum shall consist of one or more members present in
          person or by proxy representing at least one half of the votes of the
          shares of each class or series of share entitled to vote as a class or
          series and the same proportion of the votes of the remaining shares
          entitled to vote.

35.       If within one hour 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 he considered by the meeting, those present shall
          constitute a quorum but otherwise the meeting shall be dissolved.

36.       The Chairman, if any, of the board of directors shall preside as
          Chairman at every general meeting of the Company.

37.       If there is no such Chairman, or if at any meeting he is not present
          within fifteen minutes after the time appointed for holding the
          meeting, the members present shall choose someone of their number to
          be chairman.

38.       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.

39.       All shares vote as one class and each whole share has one vote If two
          or more persons are jointly entitled to a registered nominative share
          and if more than one of such persons is desirous of voting at the
          meeting whether in person or by proxy, the vote of that person whose
          name appears first among such voting joint holders in the share
          register alone shall be counted.

40.       A member may be present at a meeting if he participates by telephone
          or other electronic means and all members participating at the meeting
          are able to hear each other.

41.       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.

42.       Unless a poll be so demanded, a declaration by the Chairman that a
          resolution has, on a show of hands, been carried, and an entry to that
          effect in the book containing the minutes of the proceedings of the
          Company, shall be sufficient evidence of the fact without proof of the
          number or proportion of the votes recorded in favour of or against
          such resolution.

<PAGE>


43.       If a poll is duly demanded it shall be taken in such manner as the
          Chairman directs, and the result of the poll shall be deemed to be the
          resolution of the meeting at which the poll was demanded. The demand
          for a poll may be withdrawn.

44.       A resolution which has been notified to all members for the time being
          entitled to vote and which has been approved by a majority of the
          votes of those members in the form of one or more documents in writing
          by telex, telegram, cable or other written electronic communication
          shall without the need for any notice, become effectual as at the
          dates thereof as a resolution of the members.

45.       Any person other than an individual shall be regarded as one member
          and subject to Regulation 46 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.

46.       Any person other than an individual which is a member of the Company
          may by resolution of its directors or other governing body authorise
          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 authorised 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.

                                    DIRECTORS

47.       The first director or directors shall be elected by the subscriber to
          the Memorandum of Association. Thereafter, the directors, other than
          in the case of a vacancy, shall be elected by the members for such
          term as the members may determine and may be removed by them.

48.       The number of the directors shall be not less than one nor more than
          seven.

49.       Each director holds office according to the terms of his appointment
          until his successor takes office or until his earlier death,
          resignation or removal.

50.       A vacancy in the board of directors may be filled by the appointment
          of a new director pursuant to a resolution of members or of a majority
          of the remaining directors.

51.       A director shall not require a share qualification, but nevertheless
          shall be entitled to attend and speak at any meeting of the members
          and at any separate meeting of the holders of any class of shares in
          the Company.

52.       A director by writing under his hand deposited at the Registered
          Office of the Company may from time to time appoint another director
          or any other person to be his alternate. Every such alternate shall be
          entitled to be given notice of meetings of the directors and to attend

<PAGE>


          and vote as a director at any such meeting at which the director
          appointing him is not personally present and generally at such meeting
          to have and exercise all the powers, rights, duties and authorities of
          the director appointing him. Every such alternate shall be deemed to
          be an officer of the Company and shall not be deemed to be an agent of
          the director appointing him. If undue delay or difficulty would be
          occasioned by giving notice to a director of a resolution of which his
          approval is sought in accordance with Regulation 80 his alternate (if
          any) shall be entitled to signify approval of the same on behalf of
          that director. A director by writing under his hand deposited at the
          Registered Office of the Company may at any time revoke the
          appointment of an alternate appointed by him. If a director shall die
          or cease to hold the office of director, the appointment of his
          alternate shall thereupon cease and terminate.

53.       The directors may, by resolution of directors, fix the emoluments of
          directors in respect of services rendered or to be rendered in any
          capacity to the Company. The directors may also be paid such
          travelling, hotel and other expenses properly incurred by them in
          attending and returning from meetings of the directors, or any
          committee of the directors or meetings of thc members, or in
          connection with the business of the Company as shall be approved by
          resolution of directors.

54.       Any director who, by request, goes or resides abroad for any purposes
          of the Company or who performs services which in the opinion of the
          Board go beyond the ordinary duties of a director, may be paid such
          extra remuneration (whether by way of salary, commission,
          participation in profits or otherwise) as shall be approved by
          resolution of directors.

55.       The Company may pay to a director who at the request of the Company
          holds any office (including a directorship) in, or renders services to
          any company in which the Company may be interested, such remuneration
          (whether by way of salary, commission, participation in profits or
          otherwise) in respect of such office or services as shall be approved
          by resolution of directors.

56.       The office of director shall be vacated if the director:--

          (a)       is removed from office by resolution of members or

          (b)       becomes bankrupt or makes any arrangement or composition
                    with his creditors generally, or

          (c)       becomes of unsound mind, or of such infirm health as to be
                    incapable of managing his affairs, or

          (d)       resigns his office by notice in writing to the Company.

57.       A director may hold any other office or position of profit under the
          Company (except that of auditor) in conjunction with his office of
          director, and may act in a professional capacity to the Company on
          such terms as to remuneration and otherwise as the directors shall
          arrange.

58.       A director may be or become a director or other officer of, or
          otherwise interested in any company promoted by the Company, or in
          which the Company may be interested, as a member or otherwise, and no
          director shall be accountable for any remuneration or other benefits

<PAGE>


          received by him as director or officer or from his interest in such
          other company. The directors may also exercise the voting powers
          conferred by the shares in any other company held or owned by the
          Company in such manner in all respects as they think fit, including
          the exercise thereof in favour of any resolutions appointing them, or
          any of their number, directors or officers of such other company, or
          voting or providing for the payment of remuneration to the directors
          or officers of such other company. A director may vote in favour of
          the exercise of such voting rights in manner aforesaid,
          notwithstanding that he may be, or be about to become, a director or
          officer of such other company, and as such in any other manner is, or
          may be, interested in the exercise of such voting rights in manner
          aforesaid.

59.       No director shall be disqualified by reason of his office from
          contracting with the Company, either as vendor, purchaser or
          otherwise, nor shall any such contract or arrangement entered into by
          or on behalf of the Company in which any director shall be in any way
          interested be avoided, nor shall any director so contracting or being
          so interested be liable to account to the Company for any profit
          realised by any such contract or arrangement, by reason of such
          director holding that office or of the fiduciary relationship thereby
          established. The nature of a director's interest must be declared by
          him at the meeting of the directors at which the question of entering
          into the contract or arrangement is first taken into consideration,
          and if the director was not at the date of that meeting interested in
          the proposed contract or arrangement, or shall become interested in a
          contract or arrangement after it is made, he shall forthwith after
          becoming so interested advise the Company in writing of the fact and
          nature of his interest. A general notice to the directors by a
          director that he is a member of a specified firm or company, and is to
          be regarded as interested in any contract or transaction which may,
          after the date of notice, be made with such firm or company shall (if
          such director shall give the same at a meeting of the directors, or
          shall take reasonable steps to secure that the same is brought up and
          read at the next meeting of directors after it is given) be a
          sufficient declaration of interest in relation to such contract or
          transaction with such firm or company.

60.       A director may be counted as one of a quorum upon a motion in respect
          of any contract or arrangement which he shall make with the Company,
          or in which he is so interested as aforesaid, and may vote upon such
          motion. However, if the agreement or transaction cannot be approved by
          a resolution of directors without counting the vote or consent of any
          interested director the agreement or transaction may only be validated
          by approval or ratification by a resolution of members.

                                    OFFICERS

 61.      (i)       The Company may, by a resolution of directors, appoint
                    officers of the Company at such times as shall be considered
                    necessary or expedient, and such officers may consist of a
                    President, one or more Vice-Presidents, a Secretary and a
                    Treasurer and such other officers as may from time to time
                    be deemed desirable. 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 by the directors thereafter, but in the absence
                    of any specific allocation of duties it shall be the
                    responsibility of the President to manage the day to day
                    affairs of the Company, the Vice-Presidents to act in order
                    of seniority in the absence of the President but otherwise
                    to perform such duties as may be delegated to them by the
                    President, the Secretary to maintain the registers, 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.

<PAGE>


          (ii)      Any person may hold more than one office and no officer need
                    be a director or member of the Company. The officers shall
                    remain in office until removed from office by the directors
                    whether or not a successor is appointed.

62.       Any officer who is a body corporate may appoint any person its duly
          authorised representative for the purpose of representing it and
          transacting any of the business of the officers.

63.       The Registered Agent may certify to whom it may concern the names and
          addresses of the directors and officers of the Company and the terms
          of their encumbency.

                               POWERS OF DIRECTORS

64.       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 Ordinance or
          by these Regulations required to be exercised by the members subject
          to any delegation of such powers as may be authorised by these
          Regulations and to such requirements as may be prescribed by
          resolution of the members; but no requirement made by resolution of
          the members shall invalidate any prior act of the directors which
          would have been valid if such requirement had not been made.
          Notwithstanding the generality of the foregoing the Company may by
          resolution of directors exercise the several powers granted to it by
          Section 9 of the Ordinance and by the Memorandum of Association to
          inter alia transfer any of its assets in trust.

65.       The Board may entrust to and confer upon any director or officer any
          of the powers exercisable by it upon such terms and conditions and
          with such restrictions as it thinks fit, and either collaterally with,
          or to the exclusion of, its own powers, and may from time to time
          revoke, withdraw, alter or vary all or any of such powers. The
          directors may delegate any of their powers to committees consisting of
          such member or members of their body as they think fit; any committee
          so formed shall in the exercise of the powers so delegated conform to
          any regulations that may be imposed on it by the directors.

66.       The Company may from time to time and at any time by resolution of
          directors appoint any company, firm or person or body of persons,
          whether nominated directly or indirectly by the directors, to be the
          attorney or attorneys of the Company for such purposes and with such
          powers, authorities and discretions (not exceeding those vested in or
          exercisable by the directors under these Regulations) and for such
          period and subject to such conditions as they may think fit, and any
          such powers of attorney may contain such provisions for the protection
          and convenience of persons dealing with any such attorney as the
          directors may think fit and may also authorise any such attorney to
          delegate all or any of the powers, authorities and discretions vested
          in him.

67.       Any director who is a body corporate may appoint any person its duly
          authorised representative for the purpose of representing it at Board
          Meetings and of transacting any of the business of the directors.

<PAGE>


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

69.       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.

70.       Subject to Regulation 48 the continuing directors may act
          notwithstanding any vacancy in their body.

                            PROCEEDINGS OF DIRECTORS

71.       The directors may meet together for the despatch of business, adjourn
          and otherwise regulate their meetings as they think fit. Questions
          arising at any meeting shall be decided by a majority of votes; in
          case of an equality of votes the Chairman shall have a second or
          casting vote. A director may at any time summon a meeting of
          directors.

72.       Provided that there shall be more than one director the quorum for
          directors' meetings shall be one third of the total number of
          directors and a minimum of 7 days notice (exclusive of the day of the
          meeting) shall be given to all directors and alternate directors of
          any meeting of the board unless all the directors or their alternates
          on their behalf shall waive such notice for any particular meeting or
          any director shall waive his right to receive notice. Presence at the
          meeting shall be deemed to constitute waiver.

73.       A sole director shall have full power to represent the Company
          notwithstanding the reference in these Regulations to a Board of
          Directors consisting of more than one person.

74.       The directors may elect a chairman of their meeting and determine the
          period for which he is to hold office, but if no such chairman is
          present at the time appointed for holding the same, the directors
          present shall choose one of their number to be the chairman of such
          meeting.

75.       The directors may, subject to the Ordinance, delegate any of their
          powers to committees consisting of such of their body as they think
          fit; any committee so formed shall, in the exercise of the powers so
          delegated conform to any regulations that may be imposed on it by the
          directors.

76.       A committee may elect a chairman of its meeting; if no such chairman
          is elected, or if he is not present at the time appointed for holding
          the meeting the members of the committee present shall choose one of
          their number to be chairman of such meeting.

77.       A committee may meet and adjourn as it thinks proper. Questions
          arising at any meeting shall be determined by a majority of votes of
          its members present, and in case of an equality of votes, the chairman
          shall have a second casting vote.

<PAGE>


78.       All acts done by any meeting of the directors or of a committee of
          directors, or by any person acting as a director, not withstanding
          that it be afterwards discovered that there was some defect in the
          appointment of any such directors or persons acting as aforesaid, or
          that they or any of them were disqualified are hereby ratified and
          shall be as valid as if every such person had been duly appointed and
          was qualified to be a director.

79.       The directors shall cause the following books to be kept:

          (a)       minutes of all meetings of directors, members and committees
                    appointed by them;

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

          (c)       such other books and records as may be necessary or
                    desirable in their opinion to reflect the financial position
                    of the Company.

80.       A resolution approved by all the directors or members of a committee
          for the time being entitled to receive notice of a meeting of the
          directors or of a committee of the directors and taking the form of
          one or more documents in writing or messages transmitted by
          teleprinter from a duly authenticated source shall be as valid and
          effectual as if it had been passed at a meeting of the directors of
          such committee duly convened and held. Any one or more members of the
          board of directors or any committee thereof may participate in a
          meeting of such board or committee by means of a conference telephone
          or similar communication equipment allowing all persons participating
          in the meeting to hear each other at the same time. Participation by
          such means shall constitute presence in person at a meeting.

                                    INDEMNITY

81.       Subject to the provisions of the Ordinance every director or other
          officer of the Company shall be entitled to be indemnified out of the
          assets of the Company against all losses or liabilities which he may
          sustain or incur in or about the execution of the duties of his office
          or otherwise in relation thereto, and no director or other officer
          shall bc liable for any loss, damage or misfortune which may happen
          to, or be incurred by the Company in the execution of the duties of
          his office, or in relation thereto provided he acted honestly and in
          good faith with a view to the best interest of the Company and except
          for his own wilful mis-conduct or negligence.

                                      SEAL

82.       The directors shall provide for the safe custody of the seal, and
          every instrument to which the seal shall be affixed shall be signed by
          one or more persons so authorised from time to time by the directors.
          If so authorised by resolution of directors, a facsimile of the seal
          and of the signatures of any authorised signatory as is herein
          provided may be reproduced by printing or other means on any
          instrument and 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.

<PAGE>


                             DIVIDENDS AND RESERVES

83.       The directors may from time to time declare and pay a dividend whether
          interim or final and whether in money or in specie, but no dividend
          shall be declared and paid: --

          (1)       except out of surplus:

          (2)       unless the directors determine that immediately after
                    payment of the dividend;

                    (a)       the Company will be able to satisfy its
                              liabilities as they become due in the ordinary
                              course of its business and

                    (b)       the realisable 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 of its capital.

84.       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
          for whatever purpose, and may invest the sum so set apart as a reserve
          fund upon such securities as they may select.

85.       The directors may deduct from the dividends payable to any shareholder
          all such sums of money as may be due from him to the Company.

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

87.       No dividends shall bear interest as against the Company.

88.       Any one of the joint holders of a share may give a valid receipt to
          the Company for dividends paid thereon.

                                    ACCOUNTS

89.       The books of account shall be kept at the registered office of the
          Company, or at such other place or places as the directors think fit.

90.       The directors may be required by a resolution of members to cause to
          be made out and lay before the Company in a meeting of members at some
          date not later than eighteen months after incorporation of the Company
          and subsequently once at least every calendar year a profit and loss
          account for a period in the case of the first account since
          incorporation of the Company and in any other case, since the
          preceding account, made to a date not earlier than the date of the
          meeting by more than twelve months, and a balance sheet as at the date
          to which the profit and loss account is made up. The Company's profit
          and loss account and balance sheet shall be drawn up so as to give
          respectively a true and fair view of the profit or loss of the Company
          for that financial period, and a true and fair view of the state of
          the affairs of the Company as at the end of that fiscal period.

<PAGE>


91.       If so required by the members, a copy of such profit and loss account
          and balance sheet shall be served on every member in the manner to
          that prescribed herein for calling a meeting.

                                      AUDIT

92.       The directors may call for the accounts to be examined by an auditor
          or auditors and shall do so if required by a resolution of members.

93.       The auditors shall be appointed by the directors, unless otherwise
          appointed by a resolution of members.

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

95.       The remuneration of the auditors of the Company:--

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

          (b)       subject to the foregoing, shall be fixed by the Company by a
                    resolution of members.

96.       The auditors shall examine each profit and loss account and balance
          sheet required to be laid before the Company in accordance with
          Regulation 90 and shall state in a written report whether or not:--

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

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

97.       The report of the auditors shall be annexed to the accounts and shall
          be read at the meeting, if any, at which the accounts are laid before
          the Company.

98.       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 officers of the Company such information
          and explanations as he thinks necessary for the performance of the
          duties of the auditors.

99.       The auditors of the Company shall be entitled to receive notice of and
          to attend any meeting of members of the Company at which the Company's
          profit and loss account and balance sheet are to be presented in
          accordance with Regulation 90.

                   CAPITALISATION OF PROFITS AND BONUS SHARES

100.      The directors may resolve that it is desirable to capitalise any part
          of the amount for the time being standing to the credit of the
          Company's surplus account or otherwise available for distribution as a
          dividend and accordingly that such sum be set free for distribution
          amongst the members who would have been entitled thereto if
          distributed by way of dividend and in the same proportions on
          condition that the same be not paid in cash but applied either in or
          towards paying up in full unissued shares or debentures of the Company
          to be allotted and distributed credited as fully paid to and amongst
          such members.

<PAGE>


101.      A share allotted in accordance with Regulation 100 hereof 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.

102.      In the case of an allotment of authorised 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 allotment.

103.      In the case of an allotment of authorised but unissued shares without
          par value, the amount designated by the directors shall be transferred
          from surplus to capital at the time of the allotment, except that the
          Company by resolution of 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.

104.      The allotment of bonus shares shall for the purposes of the Ordinance
          be treated as a dividend of shares.

105.      The directors shall make all appropriations and applications of the
          surplus thereby resolved to be capitalised and all allotments and
          issues of fully-paid shares or debentures if any, and generally shall
          do all acts and things required to give effect thereto, with full
          power to the directors to ignore fractions altogether or to determine
          that payment be made in cash or otherwise as they think fit in the
          case of shares or debentures becoming distributable in fractions, and
          also to authorise any person to enter on behalf of all the members
          entitled thereto into an agreement with the Company providing for the
          allotment to them respectively, credited as fully paid, of any further
          shares or debentures to which they may be entitled upon such
          capitalisation, and any agreement made under such authority shall be
          effective and binding on all such shareholders. The directors may
          appoint any person to sign on behalf of the person entitled to
          participate in the distribution any contract necessary or desirable
          for giving effect thereto and such appointment shall be effective and
          binding upon the shareholders.

                                     NOTICES

106.      A notice may be served by the Company upon any registered nominative
          shareholder either personally or by posting it by airmail service in a
          prepaid letter addressed to him at his address as shown in the share
          register or by cable or by telex should the directors think it
          appropriate and in the case of the holders of shares issued to bearer
          notice may be served by the Company in the manner prescribed by the
          Memorandum.

107.      All notices directed to be given to the shareholders shall, with
          respect to any share to which persons are jointly entitled, be given
          to whichever of such persons is named first in the Register of
          Shareholders, and notice so given shall be sufficient notice to all
          the holders of such share.

108.      Any notice, if served by post, shall be deemed to have been served
          within ten days of posting and in proving such service, it shall be
          sufficient to prove that the letter containing the notice was properly
          addressed and put into the Post Office. Notices by cable or telex
          shall be deemed to have been served 24 hours after despatch.

<PAGE>


109.      Notice may be served on the Company by posting it by prepaid service
          addressed to the Company at its Registered Office or to its Registered
          Agent.

                        PENSION AND SUPERANNUATION FUNDS

110.      The directors may establish and maintain or procure the establishment
          and maintenance of any non-contributory or contributory pension or
          superannuation funds for the benefit of, and give or procure the
          giving of donations, gratuities, pensions, allowances or emoluments to
          any persons who are or were at any time in the employment or service
          of the Company or any Company which is a subsidiary of the Company or
          is allied to or associated with the Company or with any such
          subsidiary or who are or were at any time directors or officers of the
          Company or of any such other Company as afore-said 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
          if the Ordinance shall so require to particulars with respect thereto
          being disclosed to the shareholders, and to the proposals being
          approved by the Company 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.

                                   WINDING UP

111.      The Company may commence winding up and dissolve by resolution of
          members save that if the Company has never issued shares, by
          resolution of directors. The Company and its liquidator shall wind up
          the affairs of the Company pursuant to the provisions of the
          Ordinance.

                                   ARBITRATION

112.      Whenever any differences arise between the Company on the one hand and
          any of the shareholders, their executors, administrators or assigns on
          the other hand touching the true intent and construction or the
          incidence or consequences of these presents or of the Ordinance,
          touching anything then or thereafter done or executed, omitted or
          suffered in pursuance of the Ordinance or touching any breach or
          alleged breach or otherwise relating to the premises or to these
          presents 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 two
          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.

113.      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 ten 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.

<PAGE>


                              AMENDMENT TO ARTICLES

114.      The Company may by resolution of directors or by resolution of members
          alter or modify these Regulations as originally drafted or as amended
          from time to time.

                                  CONTINUATION
                                      UNDER
                                   FOREIGN LAW

115.      The Company may by a resolution of directors or a resolution of
          members continue as a company incorporated under the laws of another
          jurisdiction which may permit such continuation and in the manner
          provided by those laws and may by a resolution of directors or of
          members amend its Memorandum and Articles to be consistent therewith.

We, Tortola Corporation Company Limited of P.O. Box 669, Citco Building,
Wickhams Cay, Road Town, Tortola for the purposes of incorporating an
International Business Company under the Laws of the British Virgin Islands
hereby subscribe our name to these Articles of Association in thc presence of:

 Witness

 Agnita Solomon                             (Sgd. Joseph Caminada)
 Road Town                                  Tortola Corporation Company Limited
 Tortola                                                             Subscriber
 British Virgin Islands

 Secretary         (Sgd. Agnita Solomon)


<PAGE>
                                   GETGO INC.

                       CERTIFIED TRUE COPY OF A RESOLUTION
                ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY
                              ON FEBRUARY 22, 2001

          RESOLVED, that Section 72 of the Articles shall be deleted in its
          entirety and replaced by the following:

          "72. Provided that there shall be more than one director, the quorum
          for directors' meetings shall be a majority of the total number of
          directors and a minimum of 7 days notice (exclusive of the day of the
          meeting) shall be given to all directors and alternate directors of
          any meeting of the board unless all the directors or their alternates
          shall waive such notice for any particular meeting or any director
          shall waive his right to receive notice. Presence at the meeting shall
          be deemed to constitute waiver. A meeting at which a quorum is
          initially present may continue to transact business notwithstanding
          the withdrawal of directors, if any action taken is approved by at
          least a majority of the required quorum for that meeting. Every act or
          decision done or made by a majority of the directors present at a duly
          held meeting at which a quorum is present shall be regarded as the act
          of the board of directors, subject to the provisions of the Memorandum
          and Articles of Association."

<PAGE>


                               GETGO MAIL.COM INC.

                     CERTIFIED TRUE COPY OF THE RESOLUTIONS
                      ADOPTED BY THE MEMBERS OF THE COMPANY
                               ON OCTOBER 25, 2000
                             ----------------------

1.   RESOLVED, that subject to the approval of the Registrar of Companies in the
     British Virgin Islands, the Memorandum of Association of the Company be
     amended by deleting clauses 8 and 9 and substituting therefor the following
     new clauses 8 and 9:

     "8.  The Company shall have an authorized capital of U.S.$6,000,000 divided
          into 100,000,000 shares of common stock with a par value of U.S.$0.01
          per share, and 5,000,000 shares of preferred stock with a par value of
          U.S.$1.00 per share.

     9.   The Company shall have two classes of shares comprising 100,000,000
          shares of common stock, U.S.$0.01 par value, and 5,000,000 shares of
          preferred stock, U.S.$1.00 par value.

               The designations, powers, preferences, rights, qualifications,
          limitations and restrictions of the shares of each class of stock are
          as follows:

                                 PREFERRED STOCK

               The Preferred Stock may be issued from time to time by the Board
          of Directors in their sole discretion without the approval of the
          members in one or more series. The description of shares of each
          series of Preferred Stock, including designations, powers,
          preferences, rights, qualifications, limitations, restrictions,
          conversion and other rights, voting powers, limitations as to
          distributions, qualifications, and terms and conditions of redemption
          shall be as fixed in resolutions adopted by the Board of Directors and
          filed with the Registrar of Companies as required by law from time to
          time prior to the issuance of any shares of such series.

               The Board of Directors is expressly authorized, prior to
          issuances, by adopting resolutions providing for the issuances of, or
          providing for a change in the number of, shares of any particular
          series of Preferred Stock and, if and to the extent from time to time
          required by law, by filing Amendments to the Memorandum of Association
          to state the terms of each series of Preferred Shares or change the
          number of shares to be included in each series of Preferred Stock and
          to set or change in any one or more respect the designations, powers,
          preferences, rights, qualifications, limitations, restrictions,
          conversion and other rights, voting powers, limitations as to
          distributions, qualifications, and terms and conditions of redemption

<PAGE>


          relating to the shares of each such series. Notwithstanding the
          foregoing, the Board of Directors shall not be authorized to change
          the right of the Common Stock of the Company to vote one vote per
          share on all matters submitted for stockholder action. The authority
          of the Board of Directors with respect to each series of Preferred
          Stock shall include, but not be limited to, setting or changing the
          following:

               (a) the distinctive serial designation of such series and the
          number of shares constituting such series (provided that the aggregate
          number of shares constituting all series of Preferred Stock shall not
          exceed 5,000,000);

               (b) the annual distribution rate on shares of such series,
          whether distributions shall be cumulative and, if so, from which date
          or dates;

               (c) whether the shares of such series shall be redeemable and, if
          so, the terms and conditions of such redemption, including the date or
          dates upon and after which such shares shall be redeemable, and the
          amount per share payable in case of redemption, which amount may vary
          under different conditions and at different redemption dates;

               (d) the obligation, if any, of the Company to redeem or
          repurchase shares of such series pursuant to a sinking fund;

               (e) whether shares of such series shall be convertible into, or
          exchangeable for, shares of stock of any other class or classes and,
          if so, the terms and conditions of such conversion or exchange,
          including the price or prices or the rate or rates of conversion or
          exchange and the terms of adjustment, if any;

               (f) whether the shares of such series shall have voting rights,
          in addition to the voting rights provided by law, and if so, the terms
          of such voting rights;

               (g) the rights of the shares of such series in the event of
          voluntary or involuntary liquidation, dissolution or winding-up of the
          Company; and

               (h) any other relative rights, powers, preferences,
          qualifications, limitations or restrictions thereof relating to such
          series which may authorized under the International Companies Business
          Ordinance.

               The shares of Preferred Stock of any one series shall be
          identical with each other in all respects except as to the dates from
          and after which dividends thereon shall cumulate, if cumulative.

<PAGE>


                                  COMMON STOCK

               Subject to all of the rights of the Preferred Stock as expressly
          provided herein, by law or by the Board of Directors pursuant to this
          Clause, the Common Stock of the Company shall possess all such rights
          and privileges as are afforded to capital stock by applicable law in
          the absence of any express grant of rights or privileges in this
          Memorandum of Association including, but not limited to, the following
          rights and privileges:

               (a) distributions may be declared and paid or set apart for
          payment upon the Common Stock out of any assets or funds of the
          Company legally available for the payment of distributions;

               (b) the holders of Common Stock shall have the right to vote for
          the election of directors and on all other matters requiring
          stockholder action, each share being entitled to one vote; and

               (c) upon the voluntary or involuntary liquidation, dissolution or
          winding up of the Company, the net assets of the Company shall be
          distributed pro rata to the holders of the Common Stock in accordance
          with their respective rights and interests."

2.   RESOLVED, that subject to the approval of the Registrar of Companies in the
     British Virgin Islands, the Memorandum of Association of the Company be
     amended to change the name of the Company from GETGO MAIL.COM INC. to GETGO
     Inc.

3.   FURTHER RESOLVED, that the registered agent of the Company be and hereby is
     authorized to register a copy of the foregoing resolutions with the
     Registrar of Companies in the British Virgin Islands.

     Dated this 21st day of December, 2000.


                                            ------------------------
                                            HWR SERVICES LIMITED
                                            Registered Agent