EXHIBIT 3.5

INCORPORATION

NAVEGACION MUNDIAL S.A. CORPORATION

   In Santiago, Chile, on the twenty-fifth of August, nineteen hundred and
ninety-five, before me, MARTIN VASQUEZ CORDERO, Lawyer, Notary substituting for
Mr. Andres Rubio Flores, Notary of the Eighth Notary of Santiago, in accordance
with Judicial Decree number eighty-six of August of the current year, both with
addresses at three hundred fifty-four Moranda street, appeared: ALFREDO
VIDAURRE VALDES, Chilean, married, commercial engineer, National ID number
three million six hundred thirty-nine thousand eight hundred twenty-eight -
zero, with residence in this city, El Bosque Norte Avenue zero four hundred
forty, office number one thousand one hundred and one, Las Condes, representing
PRINCELY INTERNATIONAL FINANCE CORPORATION, a Panamanian-based company; and
ALVARO RENCORET SILVA, Chilean, married, lawyer, National ID number three
million four hundred one thousand nine hundred two, residing in this city, one
hundred seventy-nine Paseo Ahumada, tenth floor, representing REGAL
INTERNATIONAL INVESTMENTS S.A., a Panamanian-based company; the persons
appearing, adults, who have proven their identities with the above-mentioned ID
cards, state: FIRST: that they have come to form a privately held corporation
that will be governed by the following statutes: FIRST TITLE.-NAME, RESIDENCE,
DURATION AND OBJECTIVE.- First Article: a corporation is established whose name
will be "CORPORACION DE NAVEGACION MUNDIAL S.A.," which, for advertising
purposes, will go by the acronym "Cornamu S.A.," which will be governed by the
present statutes and, in their absence, by governing legal and regulatory
provisions. Second Article: The duration of the corporation will be
indefinite.- Third Article: The address of the corporation will be Las Condes in
Santiago, but it can expand its operations and establish offices, affiliates,
branches and agencies in other locations in the Republic or abroad.- Fourth
Article: The objective of the corporation will be land, sea, air, river and lake
transport; the purchase, sale, lease and operation, either by it or by a third
party, of ships, airplanes and land vehicles, both in the country and abroad;
services linked to said activities, including brokering, crating, shipping,
loading and unloading, which can be carried out directly or through other
companies; investment in all types of shares and securities in general and/or in
real estate, and its utilization in any form.;- SECOND TITLE.-



CAPITAL AND STOCKS.- Fifth Article: The corporation's capital is four million
pesos divided into a thousand shares without nominal value.- Sixth Article.-
Subscription to the shares must be in writing. When a shareholder does not pay
for the shares subscribed to in a timely manner, the Corporation can sell on a
Securities and Exchange Commission, at the expense and risk of the debtor, the
unpaid balances and transfer fees, reducing ownership of the total number of
remaining shares.- THIRD TITLE.- ADMINISTRATION. - Seventh Article: The
corporation will be managed by a Board made up of three members who can be
reelected. The Board will last for three years, at the end of which it must be
renewed in its entirety. The position of Director is compatible with that of
Manager, but Manager cannot be the President of the Corporation.- Eighth
Article: The Board will meet at least once a year. Extraordinary sessions will
be held when called by the President either himself or a duly named person, with
the prior stipulation that the President demonstrate a need for the meeting,
except when it is requested by the absolute majority of the board, in which case
it must be held regardless. During extraordinary sessions, only those matters
mentioned in the request for a meeting can be addressed. Sessions will be held
at the corporation's headquarters, unless by unanimous agreement it is decided
otherwise. At the first meeting of the Board after its formation, a President
will be appointed, and he will also be the president of the corporation, and a
vice President, who will carry out the president's duties in his absence. The
manager or specially appointed person will carry out the duties of Secretary of
the Board.- Nineth Article: The quorum for the Board to meet will be two
directors at least. Resolutions will be passed by a vote of at least two
directors in favor.- Tenth Article: The directors will not receive payment.-
Eleventh Article.- The Board will have the judicial and extrajudicial
representation of the corporation and, in fulfilling the social objective, it
has all administrative authority that the law or this statute do not establish
as exclusive to General Shareholder Boards.- Twelth Article: The Board can issue
mandates and delegate part of its duties to the General Manager, Managers,
Assistent Managers and lawyers of the corporation, to a director or Board
Committee and, for special purposes, other persons.- Thirteenth Article: The
Board, through the personal responsibility of the directors who agree with the
respective agreement, is authorized to distribute provisional dividends during
the fiscal period based on the earnings of that period, as long as no losses
have accumulated.- Fourteenth Article: The corporation will



have a General Manager who will be appointed by the Board and will be imbued
with all authority inherent in a trade factor and all those expressly granted by
the Board.- FOURTH TITLE.- COMMITTEES.- Fifteenth Article: Shareholders will
meet in Ordinary Committees within the four-quarter period following the
Summary.- Sixteenth Article: The Shareholder Committees will be appointed during
the first quorum session by an absolute majority of shareholders with voting
rights, and in the second session, with the shares present and represented,
regardless of the number. Both in the Ordinary Committees as well as in the
Extraordinary Shareholder Meetings, agreements will be adopted by absolute
majority vote for which the shares that are present or represented in the
Committee have a right, except where the law or these statutes require different
majorities. Shareholders will have the right to one vote per share in their
possession or represented by them, and they can accumulate them or distribute
them in votings however they deem convenient.- Seventeenth Article: Agreement on
the following matters can only be adopted by an Extraordinary Shareholder
Committee: one) dissolution of the corporation; two) transformation, merger or
division of the corporation and reform of its statutes; three) emission of bonds
or convertible debentures in shares; four) transfer of fixed assets or
liabilities of the corporation or of the total of its assets; five) the granting
of real or personal guarantees to ensure obligations of third parties, except in
the case of affiliate corporations, in which case approval by the Board will be
sufficient; six) Other matters that by law or statute correspond to the
knowledge or authority of the Shareholder Committees. The agreement on matters
pointed out in numbers one, two, three and four can only be reached at a meeting
held in the presence of a Notary, who must certify that the act is a faithful
expression of the events and agreement in the meeting.-FIFTH TITLE.- SUMMARY AND
EARNINGS.- Eighteenth Article: On December 31 of this year, a General Summary of
the operations of the Corporation will be conducted. The destination of the
earnings will be determined annually by the Shareholder Committee.- SIXTH
TITLE.- EXTERNAL AUDITORS AND ACCOUNT INSPECTORS.- Nineteenth Article: The
Ordinary Shareholder Committee will annually name External Auditors and two
Propietary Account Inspectors and two Replacements to examine accounts,
inventory and corporation statements, monitor operations and report, in writing,
to the next meeting concerning compliance with the mandate. The duties of the
Inspectors will be reinbursed and it will be the



responsibility of the Ordinary Committee to determine the amount of said
remuneration.- SEVENTH TITLE.- DISSOLUTION AND LIQUIDATION. Twentieth Article:
The corporation will dissolve if any of the causes set forth by law or in these
statutes occur.- Twenty-First Article: Once the Corporation has dissolved, it
will continue to exist as a Legal Entity for purposes of its liquidation, in
which case it should add to its name the words "in liquidation." During the
liquidation, the statutes will apply to anything compatible with the state of
the liquidation.- Twenty-Second Article: Once the Corporation has dissolved,
liquidation will be carried out by a Liquidation Committee made up of three
people appointed by the Shareholder Committee.-EIGHTH TITLE.- GENERAL
PROVISIONS.- Twenty-Third Article. The differencies that can develop among
shareholders, and between them and the corporation and its administrators,
whether during their existence or during liquidation, will be resolved by
referees appointed for each party and a neutral third appointed by agreement of
both parties or by a civil judge in Santiago, with the three acting as a court.
The shareholders must reside in Santiago. TRANSITORY PROVISIONS.- First
Transitory Provision. Four million pesos of the corporation's capital without
nominal value will be provided by and paid in the following fashion: 1) Alfredo
Vidaurre Valdes, representing Princely International Corp, subscribes in this
act to nine hundred ninety-nine shares, at four thousand pesos per share, that
is, with a total price of three million nine hundred ninety-six thousand pesos,
to be paid in cash in this act. B) Don Alvaro Rencoret Silva, representing Regal
International Investments S.A., subscribes in this act to one share, at four
thousand pesos per share, that is, with a total price of four thousand pesos, to
be paid in cash in this act. -Second Transitory Article: The first Board of the
corporation will be comprised of Mr. Patricio Guzman Mira, Mr. Ignacio Larrain
Arroyo and Mr. Ricardo Menendez Ross.- The Board will function until the First
Ordinary Shareholder Committee is held at which time a final appointment will be
made.- Third Transitory Article: The board is authorized to appoint an
independent external audit company for the one thousand nine hundred ninety-five
period, choosing the most convenient among the firms Grant Thornton-Chile, Price
Waterhouse and Langton Clarke.- SECOND: The holder of an abstract of this
document is authorized to proceed with legalization of the Corporation.- The
person of Alfredo Vidaurre Valdes to act as representative of PRINCELY
INTERNATIONAL FINANCE CORPORATION, has the



special power granted in Panama dated August fifteenth, one thousand nine
hundred and ninety-five, which is formalized at the end of these documents under
number one hundred seventy-two. The person of Alvaro Rencoret Silva to act in
representation of REGAL INTERNATIONAL INVESTMENTS S.A., has the special power
granted in Panama dated August fifteenth, one thousand nine hundred ninety-five,
which is formalized at the end of these documents under number one hundred
seventy-three.- Upon reading this document, those present sign. - A copy is
provided. - I Attest - Alfredo Vidaurre Valdes.- Alvaro Rencouret Silva.- Martin
Vasquez Cordero.-Substitute Notary.-

This is a true copy of the original that I authorize as substitute and seal it
with the Notary seal. - Santiago, August 29, 1995.-