ARTICLES OF ASOCIATION OF WAL-MART

Exhibit 99.4

THE COMPANIES LAW (2001 SECOND REVISION)

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

WAL-MART CAYMAN (CANADIAN) FINANCE CO.

TABLE A

The. Regulations contained or incorporated in Table "A" in the First Schedule of
the Companies Law (2001 Second Revision) shall not apply to this Company and the
following Articles shall comprise the Articles of Association of the Company:

INTERPRETATION

1. In these Articles:

"Companies Law" means the Companies Law (2001 Second Revision) of the
Cayman Islands;

"Directors" and "Board of Directors" means the Directors of the Company for
the time being, or as the case may be, the Directors assembled as a Board
or as a committee thereof;

"Member" means a person whose name is entered in the Register of Members
and includes each subscriber to the Memorandum of Association pending the
issue to him of the subscriber share or shares;

"Memorandum of Association" means the Memorandum of Association of the
Company, as amended and re-stated from time to time;

"Ordinary Resolution" means a resolution:

(a) passed by a simple majority of such Members as, being entitled to do
so, vote in person or, where proxies are allowed, by proxy at a
general meeting of the Company and where a poll is taken regard shall
be had in computing a majority to the number of votes to which each
Member is entitled; or

(b) approved in writing by all of the Members entitled to vote at a
general meeting of the Company in one or more instruments each signed
by one or more: of the Members and the effective date of the
resolution so adopted shall be the date on which the instrument, or
the last of such instruments if more than one, is executed;

"paid up" means paid up as to the par value and any premium payable in
respect of the issue of any shares and includes credited as paid up;

"Register of Members" means the register to be kept by the Company in
accordance with Section 40 of the Companies Law;

"Seal" means the Common Seal of the Company (if adopted) including any
facsimile thereof;

"share" means any share in the capital of the Company, including a
fraction of any share;

"signed" includes a signature or representation of a signature affixed
by mechanical means;

"Special Resolution" means a resolution passed in accordance with
Section 60 of the Companies Law, being a resolution:

(a) passed by a majority of not less than two-thirds of such Members
as, being entitled to do so, vote in person or, where proxies are
allowed, by proxy at a general meeting of the Company of which
notice specifying the intention to propose the resolution as a
Special Resolution has been duly given and where a poll is taken
regard shall be had in computing a majority to the number of
votes to which each Member is entitled; or

(b) approved in writing by all of the Members entitled to vote at a
general meeting of the Company in one or more instruments each
signed by one or more of the Members and the effective date of
the Special Resolution so adopted shall be the date on which the
instrument or the last of such instruments if more than one, is
executed.

2. In these Articles, save where the context requires otherwise:

(a) words importing the singular number shall include the plural
number and vice versa;

(b) words importing the masculine gender only shall include the
feminine gender;

(c) words importing persons only shall include companies or
associations or bodies of persons, whether corporate or not;

(d) "may" shall be construed as permissive and "shall" shall be
construed as imperative;

(e) references to a "dollar" or "dollars" or $ is a reference to
dollars of the United States; and

(f) references to a statutory enactment shall include reference to
any amendment or reenactment thereof for the time being in force.

3. Subject to the last two preceding Articles, any words defined in the
Companies Law shall, if not inconsistent with the subject or context, bear
the same meaning in these Articles.

PRELIMINARY

4. The business of the Company may be commenced as soon after incorporation as
the Directors see fit.

5. The registered office of the Company shall be at such address in the Cayman
Islands, as the Directors shall from time to time determine. The Company
may in addition establish and maintain such other offices and places of
business and agencies in such places as the Directors may from time to time
determine.

SHARES

6. Subject as otherwise provided in these Articles, all shares for the time
being and from time to time unissued shall be under the control of the
Directors, and may be re-designated, allotted or disposed of in such
manner, to such persons and on such terms as the Directors in their
absolute discretion may think fit.

7. The Company may in so far as may be permitted by law, pay a commission to
any person in consideration of his subscribing or agreeing to subscribe
whether absolutely or conditionally for any shares. Such commissions may be
satisfied by the payment of cash or the lodgment of fully or partly paid-up
shares or partly in one way and partly in the other. The Company may also
on any issue of shares pay such brokerage as may be lawful.

VARIATION OF RIGHTS ATTACHING TO SHARES

8. If at any time the share capital is divided into different classes of
shares, the rights attaching to any class (unless otherwise provided by the
terms of issue of the shares of that class) may be varied or abrogated with
the consent in writing of the holders of two-thirds of the issued shares of
that class, or with the sanction of a resolution passed by at least a two-
thirds majority of the holders of shares of the class present in person or
by proxy at a separate general meeting of the holders of the shares of the
class. To every such separate general meeting the provisions of these
Articles relating to general meetings of the Company shall mutatis mutandis
apply, but so that the necessary quorum shall be at least one person
holding or representing by proxy at least one-third of the issued shares of
the class and that any holder of shares of the class present in person or
by proxy may demand a poll.

9. 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 or abrogated by the creation or issue of further shares ranking pari
passu therewith or the redemption or purchase of shares of any class by the
Company.

CERTIFICATES

10. Every person whose name is entered, as a member in the Register of Members
shall, without payment, be entitled to a certificate in the form determined
by the Directors. Such certificate may be under the Seal. All certificates
shall specify the share or shares held by that person and the amount paid
up thereon, provided that in respect of a 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.

11. If a share certificate is defaced, lost or destroyed it may be renewed on
such terms, if any, as to evidence and indemnity as the Directors think
fit.

FRACTIONAL SHARES

12. The Directors may issue fractions of a share of any class of shares, and,
if so issued, a fraction of a share (calculated to three decimal points)
shall be subject to and carry the corresponding fraction of liabilities
(whether with respect to any unpaid amount thereon, contribution, calls or
otherwise), limitations, preferences, privileges, qualifications,
restrictions, rights (including, without limitation, voting and
participation rights) and other attributes of a whole share of the same
class of shares.

LIEN

13. The Company shall have a first priority lien and charge on every partly
paid share for all moneys (whether presently payable or not) called or
payable at a fixed time in respect of that share, and the Company shall
also have a first priority lien and charge on all partly paid shares
standing registered in the name of a Member (whether held solely or jointly
with another person) for all moneys presently payable by him or his estate
to the Company, but the Directors may at any time declare any share to be
wholly or in part exempt from the provisions of this Article. The
Company's lien, if any, on a share shall extend to all distributions
payable thereon.

14. The Company may sell, in such manner as the Directors in their absolute
discretion think fit, any shares on which the Company has a lien, but no
sale shall be made unless an amount in respect of which the lien exists is
presently payable nor until the expiration of 14 days after a notice in
writing, stating and demanding payment of such part of the amount in
respect of which the lien exists as is presently payable, has been given to
the registered holder for the time being of the share, or the persons
entitled thereto by reason of his death or bankruptcy.

15. For giving effect to any such sale the Directors may authorise some person
to transfer the shares sold to the purchaser thereof. The purchaser shall
be registered as the holder of the shares comprised in any such transfer
and he shall not be bound to see to the application of the purchase money,
nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.

16. The proceeds of the sale after deduction of expenses, fees and commission
incurred by the Company shall be received by the Company and applied in
payment of such part of the amount in respect of which the lien exists as
is presently payable, and the residue shall (subject to a like lien for
sums not presently payable as existed upon the shares prior to the sale) be
paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES

17. The Directors may from time to time make calls upon the Members in respect
of any moneys unpaid on their partly paid shares, and each Member shall
(subject to receiving at least 14 days notice specifying the time or times
of payment) pay to the Company at the time or times so specified the.
amount called on such shares.

18. The joint holders of a share shall be jointly and severally liable to pay
calls in respect thereof.

19. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall
pay interest upon the sum at the rate of eight per centum per annum from
the day appointed for the payment thereof to the time of the actual
payment, but the Directors shall be at liberty to waive payment of that
interest wholly or in part.

20. The provisions of these Articles as to the liability of joint holders and
as to payment of interest shall apply in the case of nonpayment of any sum
which, by the terms of issue of a share, becomes payable at a fixed time,
whether on account of the amount of the share, or by way of premium, as if
the same had become payable by virtue of a call duly made and notified.

21. The Directors may make arrangements on the issue of partly paid shares for
a difference between the Members, or the particular shares, in the amount
of calls to be paid and in the times of payment.

22. Thu Directors may, if they think fit, receive from any Member willing to
advance the same all or any part of the moneys uncalled and unpaid upon any
partly paid shares held by him, and upon all or any of the moneys so
advanced may (until the same would, but for such advance, become presently
payable) pay interest at such rate (not exceeding without the sanction of
an Ordinary Resolution, eight per cent. per annum) as may be agreed upon
between the Member paying the sum in advance and the Directors.

FORFEITURE OF SHARES

23. If a Member fails to pay any call or installment of a call in respect of
partly paid shares on the day appointed for payment, the Directors may, at
any time thereafter during such time as any part of such call or
installment remains unpaid, serve a notice on him requiring payment of so
much of the call or installment as is unpaid, together with any interest
which may have accrued.

24. The notice shall name a further day (not earlier than the expiration of 14
days from the date of the notice) on or before which the payment required
by the notice is to be made, and shall state that in the event of
nonpayment at or before the time appointed the shares in respect of which
the call was made will be liable to be forfeited.

25. If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which the notice has been given may at any time
thereafter, before the payment required by notice has been made, be
forfeited by a resolution of the Directors to that effect.

26. A forfeited share may be sold or otherwise disposed of on such terms and in
such manner as the Directors think fit, and at any time before a sale or
disposition the forfeiture may be cancelled on such terms as the Directors
think fit.

27. A person whose shares have been forfeited shall cease to be n Member in
respect of the forfeited shares, but shall, notwithstanding, remain liable
to pay to the Company all moneys which at the date of forfeiture were
payable by him to the Company in respect of the shares forfeited, but his
liability shall cease if and when the Company receives payment in full of
the amount unpaid on the shares forfeited.

28. A statutory declaration in writing that the declarant is a Director, and
that a share has been duly forfeited on a date stated in the declaration,
shall be conclusive evidence of the facts in the declaration as against all
persons claiming to be entitled to the share.

29. The Company may receive the consideration, if any, given for the share on
any sale or disposition thereof and may execute a transfer of the share in
favor of the person to whom the share is sold or disposed of and he shall
thereupon be registered as the holder of the share, and shall not be bound
to see to the application of the purchase money, if any, nor shall his
title to the share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal of the share.

30. The Company may receive the consideration, if any, given for a share on any
sale or disposition thereof pursuant to the provisions of these Articles as
to forfeiture and may execute a transfer of the share in favor of the
person to whom the share is sold or disposed of and that person shall be
registered as the holder of the share, and shall not be bound to see to the
application of the purchase money, if any, nor shall his title to the
shares be affected by any irregularity or invalidity in the proceedings in
reference to the disposition or sale.

31. The provisions of these Articles as to forfeiture shall apply in the case
of nonpayment of any sum which by the terms of issue of a share becomes due
and payable, whether on account of the amount of the share, or by way of
premium, as if the same had been payable by virtue of a call duly made and
notified.

TRANSFER OF SHARES

32. The instrument of transfer of any share shall be in any usual or common
form or such other form as the Directors may, in their absolute discretion,
approve and be executed by

or on behalf of the transferor and if in respect of a nil or partly paid up
share, or if so required by the Directors, shall also be executed on behalf
of the transferee, shall be accompanied by the certificate (if any) of the
shares to which it relates and such other evidence as the Directors may
reasonably require to show the right of the transferor to make the
transfer. The transferor shall be deemed to remain a holder of the share
until the name of the transferee is entered in the Register of Members in
respect thereof.

33. The Directors may in their absolute discretion decline to register any
transfer of shares without assigning any reason therefor. If the Directors
refuse to register a transfer of any shares, they shall within two months
after the date on which the transfer was lodged with the Company send to
the transferee notice of the refusal.

34. The registration of transfers may be suspended at such times and for such
periods as the Directors may, in their absolute discretion, from time to
time determine, provided always that such registration shall not be
suspended for more than 45 days in any year.

35. All instruments of transfer which are registered shall be retained by the
Company, but any instrument of transfer which the Directors decline to
register shall (except in any case of fraud) be returned to the person
depositing the same.

TRANSMISSION OF SHARES

36. The legal personal representative of a deceased sole holder of a share
shall be the only person recognised by the Company as having any title to
the share. In the case of a share registered in the name of two or more
holders, the survivors or survivor, or the legal personal representatives
of the deceased survivor, shall be the only person recognised by the
Company as having any title to the share.

37. Any person becoming entitled to a share in consequence of the death or
bankruptcy of a Member shall upon such evidence being produced as may from
time to time be required by the Directors, have the right either to be
registered as a Member in respect of the share or, instead of being
registered himself, to make such transfer of the share as the deceased or
bankrupt person could have made; but the Directors shall, in either case,
have the same right to decline or suspend registration as they would have
had in the case of a transfer of the share by the deceased or bankrupt
person before the death or bankruptcy,

38. A person becoming entitled to a share by reason of the death or bankruptcy
of the holder shall be entitled to the same dividends and other advantages
to which be would be entitled if he were the registered holder of the
share, except that he shall not, before being registered as a Member in
respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the Company.

ALTERATION OF CAPITAL

39. The Company may from time to time by Ordinary Resolution increase the share
capital by such sum, to be divided into shares of such classes and amount,
as the resolution shall prescribe.

40. The Company may by Ordinary Resolution:


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


(b) convert all or any of its paid up shares into stock and reconvert that
stock into paid up shares of any denomination;

(c) subdivide its existing shares, or any of them into shares of a smaller
amount provided that in the subdivision the proportion between the amount
paid and the amount, if any, unpaid on each reduced share shall be the same
as it was in case of the share from which the reduced share is derived;

(d) 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 share capital by the amount of the shares so cancelled.

41. The Company may by Special Resolution reduce its share capital and any
capital redemption reserve in any manner authorised by law.

REDEMPTION AND PURCHASE OF OWN SHARES

42. Subject to the provisions of the Companies Law, the Company may:

(a) issue shares on terms that they are to be redeemed or are liable to be
redeemed at the option of the Company or the Member on such terms and in
such manner as the Directors may, before the issue of such shares,
determine;

(b) purchase its own shares (including any redeemable shares) on such
terms and in such manner as the Directors may determine and agree with the
Member; and

(c) make a payment in respect of the redemption or purchase of its own
shares otherwise than out of profits or the proceeds of a fresh issue of
shares.

43. Any share in respect of which notice of redemption has been given shall not
be entitled to participate in the profits of the Company in respect of the
period after the date specified as the date of redemption in the notice of
redemption.

44. The redemption or purchase of any share shall not be deemed to give rise to
the redemption or purchase of any other share.

45. The Directors may when making payments in respect of redemption or purchase
of shares, if authorised by the terms of issue of the shares being redeemed
or purchased or

with the agreement of the holder of such shares, make such payment either
in cash or in specie.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

46. For the purpose of determining those Members that are entitled to receive
notice of, attend or vote at any meeting of Members or any adjournment
thereof, or those Members that are entitled to receive payment of any
dividend, or in order to make a determination as to who is a Member for any
other purpose, the Directors may provide that the Register of Members shall
be closed for transfers for a stated period which shall not exceed in any
case 40 days. If the Register of Members shall be so closed for the purpose
of determining those Members that are entitled to receive notice of, attend
or vote at a meeting of Members the register shall be so closed for at
least 10 days immediately preceding such meeting and the record date for
such determination shall be the date of the closure of the Register of
Members.

47. In lieu of or apart from closing the Register of Members, the Directors may
fix in advance a date as the record date for any such determination of
those Members that are entitled to receive notice of, attend or vote at a
meeting of the Members and for the purpose of determining those Members
that are entitled to receive payment of any dividend the Directors may, at
or within 90 days prior to the date of declaration of such dividend fix a
subsequent date as the record date for such determination.

48. If the Register of Members is not so closed and no record date is fixed for
the determination of those Members entitled to receive notice of, attend or
vote at a meeting of Members or those Members that are entitled to receive
payment of a dividend, the date on which notice of the meeting is posted or
the date on which the resolution of the Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such
determination of Members. When a determination of those Members that are
entitled to receive notice of, attend or vote at a meeting of Members has
been made as provided in this Article, such determination shall apply to
any adjournment thereof.

GENERAL MEETINGS

49. The Directors may, whenever they think fit, convene a general meeting of
the Company.

50. General meetings shall also be convened on the written requisition of any
Member or Members entitled to attend and vote at general meetings of the
Company who hold not less than 10 per cent of the paid up voting share
capital of the Company deposited at the registered office of the Company
specifying the objects of the meeting for a date no later than 21 days from
the date of deposit of the requisition signed by the requisitionists, and
if the Directors do not convene such meeting for a date not later than 45
days after the date of such deposit, the requisitionists themselves may
convene the general meeting in

the same manner, as nearly as possible, as that in which general meetings
may be convened by the Directors, and all reasonable expenses incurred by
the requisitionists as a result of the failure of the Directors to convene
the general meeting shall be reimbursed to them by the Company.

51. If at any time there are no Directors, any two Members (or if there is only
one Member then that Member) entitled to vote at general meetings of the
Company may convene a general meeting in the same manner as nearly as
possible as that in which meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

52. At least seven days notice counting from the date service is deemed to take
place as provided in these Articles specifying the place, the day and the
hour of the meeting and, in case of special business, the general nature of
that business, shall be given in the manner hereinafter provided or in such
other manner (if any) as may be prescribed by the Company by Ordinary
Resolution to such persons as are, under these Articles, entitled to
receive such notices from the Company, but with the consent of all the
Members entitled to receive notice of some particular meeting and attend
and vote thereat, that meeting may be convened by such shorter notice or
without notice and in such manner as those Members may think fit.

53. The accidental omission to give notice of a meeting to or the non-receipt
of a notice of a meeting by any Member shall not invalidate the proceedings
at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

54. All business carried out at a general meeting shall be deemed special with
the exception of sanctioning a dividend, the consideration of the accounts,
balance sheets, and any report of the Directors or of the Company's
auditors, the appointment and removal of Directors and the fixing of the
remuneration of the Company's auditors. No special business shall be
transacted at any general meeting without the consent of all Members
entitled to receive notice of that meeting unless notice of such special
business has been given in the notice convening that meeting.

55. No business shall be transacted at any general meeting unless a quorum of
Members is present at the time when the meeting proceeds to business. Save
as otherwise provided by these Articles, one or more Members holding at
least a majority of the paid up voting share capital of the Company present
in person or by proxy shall be a quorum.

56. If within half an 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 same
day in the next week, at the same time and place, and if at the adjourned
meeting a quorum is not present within half an hour from

the time appointed for the meeting the Member or Members present and
entitled to vote shall be a quorum.

57. If the Directors wish to make this facility available to Members for a
specific or all general meetings of the Company, a Member may participate
in any general meeting of the Company, by means of a telephone or similar
communication equipment by way of which all persons participating in such
meeting can hear each other and such participation shall be deemed to
constitute presence in person at the meeting.

58. The chairman, if any, of the Board of Directors shall preside as chairman
at every general meeting of the Company.

59. If there is no such chairman, or if at any general meeting he is not
present within fifteen minutes after the time appointed for holding the
meeting or is unwilling to act as chairman, the Members present shall
choose one of their number to be chairman of that meeting.

60. The chairman may with the consent of any general meeting at which a quorum
is present (and shall if so directed by the meeting) adjourn a 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. When a meeting is adjourned
for 14 days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting. Save as aforesaid it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.

61. At any general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands, unless a poll is (before or on the declaration
of the result of the show of hands) demanded by one or more Members present
in person or by proxy entitled to vote, and unless a poll is so demanded, a
declaration by the chairman that a resolution has, on a show of bands, been
carried, or carried unanimously, or by a particular majority, or lost, and
an entry to that effect in the book of the proceedings of the Company,
shall be conclusive evidence of the fact, without proof of the number or
proportion of the votes recorded in favor of, or against, that resolution.

62. 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.

63. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or
at which the poll is demanded, shall be entitled to a second or casting
vote.

64. A poll demanded on the election of a chairman of the meeting or on a
question of adjournment shall be taken forthwith. A poll demanded on any
other question shall be taken at such time as the chairman of the meeting
directs.

VOTES OF MEMBERS

65. Subject to any rights and restrictions for the time being attached to any
class or classes of shares, on a show of hands every Member present in
person and every person representing a Member by proxy shall at a general
meeting of the Company have one vote and on a poll every Member and every
person representing a Member by proxy shall have one vote for each share of
which he or the person represented by proxy is the holder.

66. In the case of joint holders the vote of the senior who tenders a vote
whether in person or by proxy shall be accepted to the exclusion of the
votes of the joint holders and for this purpose seniority shall be
determined by the order in which the names stand in the Register of
Members.

67. A Member of unsound mind, or in respect of whom an order has been made by
any court having jurisdiction in lunacy, may vote, whether on a show of
hands or on a poll, by his committee, or other person in the nature of a
committee appointed by that court, and any such committee or other person
may vote by proxy.

68. No Member shall be entitled to vote at any general meeting unless all calls
or other sums presently payable by him in respect of shares carrying the
right to vote held by him have been paid.

69. On a poll votes may be given either personally or by proxy.

70. The instrument appointing a proxy shall be in writing under the hand of the
appointor or of his attorney duly authorised in writing or, if the
appointor is a corporation, either under seal or under the hand of an
officer or attorney duly authorised. A proxy need not be a Member.

71. An instrument appointing a proxy may be in any usual or common form or such
other form as the Directors may approve.

72. The instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll.

73. A resolution in writing signed by all the Members for the time being
entitled to receive notice of and to attend and vote at general meetings
(or being corporations by their duly authorised representatives) shall be
as valid and effective as if the same had been passed at a general meeting
of the Company duly convened and held.


CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

74. Any corporation which is a Member or a Director 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 or of the Board of Directors or of a committee of Directors, and
the person so authorised shall be entitled to exercise the same powers on
behalf of the corporation which he represents as that corporation could
exercise if it were an individual Member or Director.


DIRECTORS

75. The name of the first Director(s) shall either be determined in writing by
a majority (or in the case of a sole subscriber that subscriber) of, or
elected at a meeting of, the subscribers of the Memorandum of Association.

76. The Company may by Ordinary Resolution appoint any person to be a Director.

77. Subject to the provisions of these Articles, a Director shall hold office
until such time as he is removed from office by the Company by Ordinary
Resolution.

78. The Company may by Ordinary Resolution from time to time fix the maximum
and minimum number of Directors to be appointed but unless such number is
fixed as aforesaid the number of Directors shall be unlimited.

79. The remuneration of the Directors may be determined by the Board of
Directors or by the Company by Ordinary Resolution.

80. There shall be no shareholding qualification for Directors unless
determined otherwise by the Company by Ordinary Resolution.

81. The Directors shall have power at any time and from time to time to appoint
a person as Director, either as a result of a casual vacancy or as an
additional Director, subject to the maximum number (if any) imposed by the
Company by Ordinary Resolution.


ALTERNATE DIRECTOR

82. Any Director may in writing appoint another person to be his alternate to
act in his place at any meeting of the Directors at which he is unable to
be present. Every such alternate shall be entitled to notice of meetings of
the Directors and to attend and vote thereat as a Director when the person
appointing him is not personally present and where he is a

Director to have a separate vote on behalf of the Director he is
representing in addition to his own vote. A Director may at any time in
writing revoke the appointment of an alternate appointed by him. Such
alternate shall not be an officer of the Company and shall be deemed to be
the agent of the Director appointing him. The remuneration of such
alternate shall be payable out of the remuneration of the Director
appointing him and the proportion thereof shall be agreed between them.


83. Any Director may appoint any person, whether or not a Director, to be the
proxy of that Director to attend and vote on his behalf, in accordance with
instructions given by that Director, or in the absence of such instructions
at the discretion of the proxy, at a meeting or meetings of the Directors
which that Director is unable to attend personally. The instrument
appointing the proxy shall be in writing under the hand of the appointing
Director and shall be in any usual or common form or such other form as the
Directors may approve, and must be lodged with the chairman of the meeting
of the Directors at which such proxy is to be used, or first used, prior to
the commencement of the meeting.


POWERS AND DUTIES OF DIRECTORS


84. Subject to the provisions of the Companies Law, these Articles and to any
resolutions made in a general meeting, the business of the Company shall be
managed by the Directors, who may pay all expenses incurred in setting up
and registering the Company and may exercise all powers of the Company. No
resolution made by the Company in general meeting shall invalidate any
prior act of the Directors which would have been valid if that resolution
bad not been made.

85. The Directors may from time to time appoint any person, whether or not a
Director to hold such office in the Company as the Directors may think
necessary for the administration of the Company, including but not limited
to, the office of president, one or more vice-presidents, treasurer,
assistant treasurer, manager or controller, and for such term and at such
remuneration (whether by way of salary or commission or participation in
profits or partly in one way and partly in another), and with such powers
and duties as the Directors may think fit. Any person so appointed by the
Directors may be removed by the Directors. The Directors may also appoint
one or more of their number to the office of managing director upon like
terms, but any such appointment shall ipso facto determine if any managing
director ceases from any cause to be a Director, or if the Company by
Ordinary Resolution resolves that his tenure of office be terminated.

86. The Directors may appoint a Secretary (and if need be an Assistant
Secretary or Assistant Secretaries) who shall hold office for such term, at
such remuneration and upon such conditions and with such powers as they
think fit. Any Secretary or Assistant Secretary so appointed by the
Directors may be removed by the Directors.

87. 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.


88. The Directors may from time to time and at any time by power of attorney
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
discretion (not exceeding those vested in or exercisable by the Directors
under these Articles) and for such period and subject to such conditions as
they may think fit, and any such power 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
discretion vested in him.


89. The Directors may from, time to time provide for the management of the
affairs of the Company in such manner as they shall think fit and the
provisions contained in the three next following Articles shall not limit
the general powers conferred by this Article.


90. The Directors from time to time and at any time may establish any
committees, local boards or agencies for managing any of the affairs of the
Company and may appoint any persons to be members of such committees or
local boards and may appoint any managers or agents of the Company and may
fix the remuneration of any such persons.

91. The Directors from time to time and at any time may delegate to any such
committee, local board, manager or agent any of the powers, authorities and
discretions for the time being vested in the Directors and may authorise
the members for the time being of any such local board, or any of them to
fill any vacancies therein and to act notwithstanding vacancies and any
such appointment or delegation may be made on such terms and subject to
such conditions as the Directors may think fit and the Directors may at any
time remove any person so appointed and may annul or vary any such
delegation, but no person dealing in good faith and without notice of any
such annulment or variation shall be affected thereby.


92. Any such delegates as aforesaid may be authorised by the Directors to
subdelegate all or any of the powers, authorities, and discretion for the
time being vested in them.


BORROWING POWERS OF DIRECTORS

93. The Directors may exercise all the powers of the Company to borrow money
and to mortgage or charge its undertaking, property and uncalled capital 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.


THE SEAL

94. The Seal shall not be affixed to any instrument except by the authority of
a resolution of the Board of Directors provided always that such authority
may be given prior to or after the affixing of the Seal and if given after
may be in general form confirming a number of affixings of the Seal. The
Seal shall be affixed in the presence of a Director or a Secretary (or an
Assistant Secretary) or in the presence of any one or more persons as the
Directors may appoint for the purpose and every person as aforesaid shall
sign every instrument to which the Seal is so affixed in their presence.

95. The Company may maintain a facsimile of the Seal in such countries or
places as the Directors may appoint and such facsimile Seal shall not be
affixed to any instrument except by the authority of a resolution of the
Board of Directors provided always that such authority may be given prior
to or after the affixing of such facsimile Seal and if given after may be
in general form confirming a number of affixings of such facsimile Seal.
The facsimile Seal shall be affixed in the presence of such person or
persons as the Directors shall for this purpose appoint and such person or
persons as aforesaid shall sign every instrument to which the facsimile
Seal is so affixed in their presence and such affixing of the facsimile
Seal and signing as aforesaid shall have the same meaning and effect as if
the Seal had been affixed in the presence of and the instrument signed by a
Director or a Secretary (or an Assistant Secretary) or in the presence of
any one or more persons as the Directors may appoint for the purpose.


96. Notwithstanding the foregoing, a Secretary or any Assistant Secretary shall
have the authority to affix the Seal, or the facsimile Seal, to any
instrument for the purposes of attesting authenticity of the matter
contained therein but which does not create any obligation binding on the
Company.


DISQUALIFICATION OF DIRECTORS

97. The office of Director shall be vacated, if the Director:

(a) becomes bankrupt or makes any arrangement or composition with his
creditors;

(b) is found to be or becomes of unsound mind;

(c) resigns his office by notice in writing to the Company;

(d) is removed from office by Ordinary Resolution; or

(e) is removed from office by notice addressed to him at his last known
address and signed by all his co-directors (not being less than two in
number).


PROCEEDINGS OF DIRECTORS

98. The Directors may meet together (either within or without the Cayman
Islands) for the dispatch of business, adjourn, and otherwise regulate
their meetings and proceedings 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, and
a Secretary or Assistant Secretary on the requisition of a Director shall,
at any time summon a meeting of the Directors.


99. A Director or Directors may participate in any meeting of the Board of
Directors, or of any committee appointed by the Board of Directors of which
such Director or Directors are members, by means of telephone or similar
communication equipment by way of which all persons participating in such
meeting can hear each other and such participation shall be deemed to
constitute presence in person at the meeting.


100. The quorum necessary for the transaction of the business of the Directors
may be fixed by the Directors, and unless so fixed, if there be two or more
Directors shall be two, and if there be one Director the quorum shall be
one. A Director represented by proxy or by an Alternate Director at any
meeting shall be deemed to be present for the purposes of determining
whether or not a quorum is present.


101. A Director who is in any way, whether directly or indirectly, interested in
a contract or proposed contract with the Company shall declare the nature
of his interest at a meeting of the Directors. A general notice given to
the Board of Directors by any Director to the effect that he is a member of
any specified company or firm und is to be regarded as interested in any
contract which may thereafter be made with that company or firm shall be
deemed a sufficient declaration of interest in regard to any contract so
made. A Director may vote in respect of any contract or proposed contract
or arrangement notwithstanding that he may be interested therein and if he
does so his vote shall be counted and he may be counted in the quorum at
any meeting of the Directors at which any such contract or proposed
contract or arrangement shall come before the inciting for consideration.


102. A Director may hold any other office or place of profit under the Company
(other than the office of auditor) in conjunction with his office of
Director for such period and on such terms (as to remuneration and
otherwise) as the Directors may determine and no Director or intending
Director shall be disqualified by his office from contracting with the
Company either with regard to his tenure of any such other office or place
of profit or 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 is in any way
interested, be liable to 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 relation thereby established. A
Director, notwithstanding his interest, may be counted in the quorum
present at any meeting of the Directors whereat be or any other Director is
appointed to hold any such office or place of profit under the Company or
whereat the terms of any such appointment are arranged and he may vote on
any such appointment or arrangement.


103. Any Director may act by himself or his firm in a professional capacity for
the Company, and he or his firm shall be entitled to remuneration for
professional services as if he were not a Director; provided that nothing
herein contained shall authorise a Director or his firm to act as auditor
to the Company.


104. The Directors shall cause minutes to be made in books or loose-leaf folders
as provided for the purpose of recording:


(a) all appointments of officers made by the Directors;

(b) the names of the Directors present at each meeting of the Directors
and of any committee of the Directors;

(c) all resolutions and proceedings at all meetings of the Company, and of
the Directors and of committees of Directors.


105. When the chairman of a meeting of the Directors signs the minutes of such
meeting those minutes shall be deemed to have been duly held
notwithstanding that all the Directors have not actually come together or
that there may have been a technical defect in the proceedings.


106. A resolution signed by all the Directors shall be as valid and effectual as
if it had been passed at a meeting of the Directors duly called and
constituted. When signed a resolution may consist of several documents each
signed by one or more of the Directors.


107. The continuing Directors may act notwithstanding any vacancy in their body
but if and so long as their number is reduced below the number fixed by or
pursuant to these Articles as the necessary quorum of Directors, the
continuing Directors may act for the purpose of increasing the number, or
of summoning a general meeting of the Company, but for no other purpose.

108. The Directors may elect a chairman of their meetings and determine the
period for which he is to hold office but if no such chairman is elected,
or if at any meeting the chairman is not present within fifteen minutes
after the time appointed for holding the meeting, the Directors present may
choose one of their number to be chairman of the meeting.


109. A committee appointed by the Directors may elect a chairman of its
meetings. If no such chairman is elected, or if at any meeting the chairman
is not present within five minutes after the time appointed for holding the
meeting, the members present may choose one of their number to be chairman
of the meeting.


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


111. All acts done by any meeting of the Directors or of a committee of
Directors, or by any person acting as a Director, shall notwithstanding
that it be afterwards discovered that there was some defect in the
appointment of any such Director or person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such person
had been duly appointed and was qualified to be a Director.


DIVIDENDS

112. Subject to any rights and restrictions for the time being attached to any
class or classes of shares, the Directors may from time to time declare
dividends (including interim dividends) and other distributions on shares
in issue and authorise payment of the same out of the funds of the Company
lawfully available therefor.


113. Subject to any rights and restrictions for the time being attached to any
class or classes of shares, the Company by Ordinary Resolution may declare
dividends, but no dividend shall exceed the amount recommended by the
Directors.


114. The Directors may, before recommending or declaring any dividend, set aside
out of the funds legally available for distribution such sums as they think
proper as a reserve or reserves which shall, in the absolute discretion of
the Directors be applicable for meeting contingencies, or for equalising;
dividends or for any other purpose to which those funds may be properly
applied and pending such application may in the absolute discretion of the
Directors, either be employed in the business of the Company or be invested
in such investments (other than shares) as the Directors may from time to
time think fit.

115. Any dividend may be paid by cheque sent through the post to the registered
address of the Member or person entitled thereto, or in the case of joint
holders, to any one of such joint holders at his registered address or to
such person and such address as the Member or person entitled, or such
joint holders as the case may be, may direct. Every such cheque shall be
made payable to the order of the person to whom it is sent or to the order
of such other person as the Member or person entitled, or such joint
holders as the case maybe, may direct.

116. The Directors when paying dividends to the Members in accordance with the
provisions of these Articles may make such payment either in cash or in
specie.

117. Subject to any rights and restrictions for the time being attached to any
class or classes of shares, all dividends shall be declared and paid
according to the amounts paid on the shares, but if and so long as nothing
is paid up on any of the shares dividends may be declared and paid
according to the par value of the shares. No amount paid on a share in
advance of calls shall, while carrying interest, be treated for the
purposes of this Article as paid on the share.

118. If several persons are registered as joint holders of any share, any of
them may give effectual receipts for any dividend or other moneys payable
on or in respect of the share.

119. No dividend shall bear interest against the Company.


ACCOUNTS AND AUDIT

120. The books of account relating to the Company's affairs shall be kept in
such manner as may be determined from time to time by the Directors.


121. 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, and shall
always be open to the inspection of the Directors.

122. The Directors shall from time to time determine whether and to what extent
and at what times and places and under what conditions or regulations the
accounts and books of the Company or any of them shall be open to the
inspection of Members not being Directors, and no Member (not being a
Director) shall have any right of inspecting any account or book or
document of the Company except as conferred by law or authorised by the
Directors or by the Company by Ordinary Resolution.


123. The accounts relating to the Company's affairs shall only be audited if the
Directors so determine, in which case the financial year-end and the
accounting principles will be determined by the Directors.


CAPITALISATION OF PROFITS

124. Subject to the Companies Law, the Directors may, with the authority of an
Ordinary Resolution:


(a) resolve to capitalise an amount standing to the credit of reserves
(including a share premium account, capital redemption reserve and profit
and loss account), whether or not available for distribution;


(b) appropriate the sum resolved to be capitalised to the Members in
proportion to the nominal amount of shares (whether or not fully paid) held
by them respectively and apply that sum on their behalf in or towards:


(i) paying up the amounts (if any) for the time being unpaid on
shares held by them respectively, or

(ii) paying up in full unissued shares or debentures of a nominal
amount equal to that sum,

and allot the shares or debentures, credited as fully paid, to the Members
(or as they may direct) in those proportions, or partly in one way and
partly in the other, but the share premium account, the capital redemption
reserve and profits which are not available for distribution may, for the
purposes of this Article, only be applied in paying up unissued shares to
be allotted to Members credited as fully paid;

(c) make any arrangements they think fit to resolve a difficulty arising
in the distribution of a capitalised reserve and in particular, without
limitation, where shares or debentures become distributable in fractions
the Directors may deal with the fractions as they think fit;


(d) authorise a person to enter (on behalf of all the Members concerned)
an agreement with the Company providing for either:


(i) the allotment to the Members respectively, credited as fully
paid, of shares or debentures to which they may be entitled on the
capitalisation, or

(ii) the payment by the Company on behalf of the Members (by the
application of their respective proportions of the reserves resolved
to be capitalised) of the amounts or part of the amounts remaining
unpaid on their existing shares,

and any such agreement made under this authority being effective and
binding on all those Members; and

(e) generally do all acts and things required to give effect to the
resolution.

SHARE PREMIUM ACCOUNT

125. The Directors shall in accordance with Section 34 of the Companies Law
establish a share premium account and shall carry to the credit of such
account from time to time a sum equal to the amount or value of the premium
paid on the issue of any share.


126. There shall be debited to any share premium account on the redemption or
purchase of a share the difference between the nominal value of such share
and the redemption or purchase price provided always that at the discretion
of the Directors such sum may be paid out of the profits of the Company or,
if permitted by Section 37 of the Companies Law, out of capital.

NOTICES


127. Any notice or document may be served by the Company or by the person
entitled to give notice to any Member either personally, by facsimile or by
sending it through the post in a prepaid letter or via a recognised courier
service, fees prepaid, addressed to the Member at his address as appearing
in the Register of Members. In the case of joint holders of a share, all
notices shall be given to that one of the joint holders whose name stands
first in the Register of Members in respect of the joint holding, and
notice so given shall be sufficient notice to all the joint holders.


128. Any Member present, either personally or by proxy, at any meeting of the
Company shall for all purposes be deemed to have received due notice of
such meeting and, where requisite, of the purposes for which such meeting
was convened.

129. Any notice or other document, if served by (a) post, shall be deemed to
have been served five days after the time when the letter containing the
same is posted, or, (b) facsimile, shall be deemed to have been served upon
production by the transmitting facsimile machine of a report confirming
transmission of the facsimile in full to the facsimile number of the
recipient or (c) recognised courier service, shall be deemed to have been
served 48 hours after the time when the letter containing the same is
delivered to the courier service. In proving service by post or courier
service it shall be sufficient to prove that the letter containing the
notice or documents was properly addressed and duly posted or delivered to
the courier service.

130. Any notice or document delivered or sent by post to or left at the
registered address of any Member in accordance with the terms of these
Articles shall notwithstanding that such Member be then dead or bankrupt,
and whether or not the Company has notice of his death or bankruptcy, be
deemed to have been duly served in respect of any share registered in the
name of such Member as sole or joint holder, unless his name shall at the
time of the service of the notice or document, have been removed from the
Register of Members as the holder of the share, and such service shall for
all purposes be deemed a

sufficient service of such notice or document on all persons interested
(whether jointly with or as claiming through or under him) in the share.

131. Notice of every general meeting of the Company shall be given to:


(a) all Members holding shares with the right to receive notice and who
have supplied to the Company an address for the giving of notices to them;
and


(b) every person entitled to a share in consequence of the death or
bankruptcy of a Member, who but for his death or bankruptcy would be
entitled to receive notice of the meeting.


No other person shall be entitled to receive notices of general meetings.

INDEMNITY

132. Every Director (including for the purposes of this Article any alternate
Director appointed pursuant to the provisions of these Articles),
Secretary, Assistant Secretary, or other officer for the time being and
from time to time of the Company (but not including the Company's auditors)
and the personal representatives of the same shall be indemnified and
secured harmless out of the assets and funds of the Company against all
actions, proceedings, costs, charges, expenses, losses, damages or
liabilities incurred or sustained by him in or about the conduct of the
Company's business or affairs or in the execution or discharge of his
duties, powers, authorities or discretions, including without prejudice to
the generality of the foregoing, any costs, expenses, losses or liabilities
incurred by him in defending (whether successfully or otherwise) any civil
proceedings concerning the Company or its affairs in any court whether in
the Cayman Islands or elsewhere.


133. No such Director, alternate Director, Secretary, Assistant Secretary or
other officer of the Company (but not including the Company's auditors)
shall be liable (a) for the acts, receipts, neglects, defaults or omissions
of any other such Director or officer or agent of the Company or (b) for
any loss on account of defect of title to any property of the Company or
(c) on account of the insufficiency of any security in or upon which any
money of the Company shall be invested or (d) for any loss incurred through
any bank, broker or other similar person or (e) for any loss occasioned by
any negligence, default, breach of duty, breach of trust, error of judgment
or oversight on his part or (f) for any loss, damage or misfortune
whatsoever which may happen in or arise from the execution or discharge of
the duties, powers authorities, or discretions of his office or in relation
thereto, unless the same shall happen through his own dishonesty.

NON-RECOGNITION OF TRUSTS

134. No person shall be recognised by the Company as holding any share upon any
trust and the Company shall not, unless required by law, be bound by or be
compelled in any way to recognise (even when having notice thereof) any
equitable, contingent or future interest in any of its share, or any other
rights in respect thereof except an absolute light to the entirety thereof
in each Member registered in the Register of Members.


WINDING UP

135. If the Company shall be wound up the liquidator may, with the sanction of
an Ordinary Resolution of the Company divide amongst the Members in specie
or kind the whole or any part of the assets of the Company (whether they
shall consist of property of the same kind or not) and may, for such
purpose set such value as he deems fair upon any property to be divided as
aforesaid and may determine how such division shall be carried out as
between the Members or different classes of shares. The liquidator may,
with the like sanction, vest the whole or any part of such assets in
trustees upon such trusts for the benefit of the contributories as the
liquidator, with the like sanction shall think fit, but so that no Member
shall be compelled to accept any shares or other securities whereon there
is any liability.

AMENDMENT OF ARTICLES OF ASSOCIATION


136. Subject to the Companies Law and the rights attaching to the various
classes of shares, the Company may at any time and from time to time by
Special Resolution alter or amend these Articles in whole or in part.


REGISTRATION BY WAY OF CONTINUATION

137. The Company may by Special Resolution resolve to be registered by way of
continuation in a jurisdiction outside the Cayman Islands or such other
jurisdiction in which it is for the time being incorporated, registered or
existing. In furtherance of a resolution adopted pursuant to this Article,
the Directors may cause an application to be made to the Registrar of
Companies to deregister the Company in the Cayman Islands or such other
jurisdiction in which it is for the time being incorporated, registered or
existing and may cause all such further steps as they consider appropriate
to be taken to effect the transfer by way of continuation of the Company.


NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER

Vicki Hazelden /s/ Vicki Hazelden
P.O. Box 265GT --------------------------
Grand Cayman Vicki Hazelden
Attorney-at-Law

28 June 2001



/s/ Lisa C. So-So
- ---------------------------------------------
Witness to the above signature: Lisa C. So-So

Address: P.O. Box 265GT, Grand Cayman

Occupation: Secretary