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                            ARTICLES OF INCORPORATION

                                       OF

                            RAPID OCEAN CARRIERS INC.

                PURSUANT TO THE LIBERIAN BUSINESS CORPORATION ACT

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                            ARTICLES OF INCORPORATION
                PURSUANT TO THE LIBERIAN BUSINESS CORPORATION ACT

         The undersigned, for the purpose of forming a corporation pursuant to
the provisions of the Liberian Business Corporation Act, does hereby make,
subscribe, acknowledge and file in the Office of the Minister of Foreign Affairs
this instrument for that purpose, as follows:

A.       The name of the Corporation shall be:

                            RAPID OCEAN CARRIERS INC.

B. The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may now or hereafter be organized under the Liberian Business
Corporation Act and without in any way limiting the generality of the foregoing,
the corporation shall have the power:

         1) To purchase or otherwise acquire, own, use, operate, pledge,
hypothecate, mortgage, lease, charter, sub-charter, sell, build, and repair
steamships, motorships, tankers, whaling vessels, sailing vessels, tugs,
lighters, barges, and all other vessels and craft of any and all motive power
whatsoever, including aircraft, landcraft, and any and all means of conveyance
and transportation by land, water or air, together with engines, boilers,
machinery equipment and appurtenances of all kinds, including masts, sails,
boats, anchors, cables, tackle, furniture and all other necessities thereunto
appertaining and belonging, together with all materials, articles, tools,
equipment and appliances necessary, suitable or convenient for the construction,
equipment, use and operation thereof; and to equip, furnish, outfit such vessels
and ships.

         2) To engage in ocean, coastwise and inland commerce, and generally in
the carriage of freight, goods, cargo in bulk, passengers, mail and personal
effects by water between the various ports of the world and to engage generally
in waterborne commerce throughout the world.

         3) To purchase or otherwise acquire, own, use, operate, lease, build,
repair, sell or in any manner dispose of docks, piers, quays, wharves, dry
docks, warehouses and storage facilities of all kinds, and any property, real,
personal and mixed, in connection therewith.

         4) To act as ship's husband, ship brokers, custom house brokers, ship's
agents, manager of shipping property, freight contractors, forwarding agents,
warehousemen, wharfingers, ship chandlers, and general traders.

C. The registered address of the Corporation in Liberia shall be 80 Broad
Street, Monrovia, Liberia. The name of the Corporation's registered agent at
such address shall be The International Trust Company of Liberia.

D. The aggregate number of shares of stock that the Corporation is authorized to
issue is Five Hundred (500) registered and/or bearer shares without par value.

         The Corporation shall mail notices and information to holders of bearer
shares to the address provided to the Corporation by the shareholder for that
purpose.







         The holder of a stock certificate issued to bearer may cause such
certificate to be exchanged for another certificate in his name for a like
number of shares, and the holder of shares issued in the name of the owner may
cause his certificate to be exchanged for another certificate to bearer for a
like number of shares.

E. The Corporation shall have every power which a corporation now or hereafter
organized under the Liberian Business Corporation Act may have.

F. The name and mailing address of each incorporator and subscriber of these
Articles of Incorporation and the number of shares of stock subscribed by each
incorporator is:


                                                             No. Of Shares of
  Name                   Post Office Address             Common Stock Subscribed
  ----                   -------------------             -----------------------
K. Elliot                80 Broad Street                           One
                         Monrovia, Liberia


G. The number of directors constituting the initial board of directors is three
(3).

H. The Board of Directors as well as the Shareholders of the Corporation shall
have the authority to adopt, amend or repeal the by-laws of the Corporation.

I. Corporate existence shall begin upon filing these Articles of Incorporation
with the Minister of Foreign Affairs as of the filing date stated on these
Articles.

         IN WITNESS WHEREOF, I have executed this instrument on March 14, 1996.


                                                 /s/ K. Elliott
                                                     ---------------------------
                                                     K. Elliott