EXHIBIT 3.2(a)


                        THE COMPANIES LAW (2000 REVISION)

                            Company Limited by Shares

                            MEMORANDUM OF ASSOCIATION

                                       OF

                                     NEW SAC

1.       The name of the Company is NEW SAC.

2.       The Registered Office of the Company will be situate at the offices of
         MAPLES & CALDER, P.O. BOX 309GT, UGLAND HOUSE, SOUTH CHURCH STREET,
         GEORGE TOWN, GRAND CAYMAN, CAYMAN ISLANDS or at such other location as
         the Directors may from time to time determine.

3.       The objects for which the Company is established are unrestricted and
         the Company shall have full power and authority to carry out any object
         not prohibited by any law as provided by Section 7(4) of The Companies
         Law (2000 Revision).

4.       The Company shall have and be capable of exercising all the functions
         of a natural person of full capacity irrespective of any question of
         corporate benefit as provided by Section 27(2) of The Companies Law
         (2000 Revision).

5.       Nothing in the preceding sections shall be deemed to permit the Company
         to carry on the business of a Bank or Trust Company without being
         licensed in that behalf under the provisions of the Banks & Trust
         Companies Law (2000 Second Revision), or to carry on Insurance Business
         from within the Cayman Islands or the business of an Insurance Manager,
         Agent, Sub-agent or Broker without being licensed in that behalf under
         the provisions of the Insurance Law (1999 Revision), or to carry on the
         business of Company Management without being licensed in that behalf
         under the provisions of the Companies Management Law (2000 Revision).

6.       The Company will not trade in the Cayman Islands with any person, firm
         or corporation except in furtherance of the business of the Company
         carried on outside the Cayman Islands; Provided that nothing in this
         section shall be construed as to prevent the Company effecting and
         concluding contracts in the Cayman Islands, and exercising in the
         Cayman Islands all of its powers necessary for the carrying on of its
         business outside the Cayman Islands.

7.       The liability of the members is limited to the amount, if any, unpaid
         on the shares respectively held by them.




8.       The capital of the Company is US$22,000 comprising 100 million Ordinary
         Shares with a par value of US$0.0001 and having the rights and
         preferences attached thereto as set out in the Articles of Association
         (the "Ordinary Shares"); and 100 million Preferred Shares with a par
         value of US$0.0001 having the rights and preferences attached thereto
         as set out in the Articles of Association (the "Preferred Shares"); and
         20 million Non-Voting Ordinary Shares with a par value of US$0.0001
         having the rights and preferences attached thereto as set out in the
         Articles of Association (the "Non-Voting Ordinary Shares"); provided
         always that, subject to the provisions of The Companies Law (2000
         Revision) and the Articles of Association, the Company shall have power
         to redeem or purchase any of its shares and to sub-divide or
         consolidate the said shares or any of them and to issue all or any part
         of its capital whether original, redeemed, increased or reduced with or
         without any preference, priority or special privilege or subject to any
         postponement of rights or to any conditions or restrictions whatsoever
         and so that unless the conditions of issue shall otherwise expressly
         provide every issue of shares whether stated to be Ordinary, Preferred,
         Non-Voting Ordinary or otherwise shall be subject to the powers on the
         part of the Company hereinbefore provided.

9.       The Company may exercise the power contained in Section 224 of The
         Companies Law (2000 Revision) to deregister in the Cayman Islands and
         be registered by way of continuation in some other jurisdiction.