[STATE INSIGNIA]


                                      State
                                       of
                                    DELAWARE
                                     [LOGO]
                          Office of SECRETARY OF STATE

      I, Michael Harkins, Secretary of State of the State of Delaware, do hereby
      certify that the attached is a true and correct copy of Certificate of
      Incorporation filed in this office on December 2, 1983


                                       /s/ Michael Harkins
                                       -----------------------------------
                                       Michael Harkins, Secretary of State


                                       BY: /s/ J. Butler
                                           -------------------------------
                                       DATE: October  23,  1987

  [SEAL OF DEPARTMENT OF STATE
OFFICE OF THE SECRETARY OF STATE
          OF DELAWARE]

                                                                   8303360169

                                                                  FILED

                                                                DEC 2 1983

                                                           /s/ Steven C. Keaton
                                                            Secretary of State

                          CERTIFICATE OF INCORPORATION

                                       OF

                       INTERNATIONAL SILVER de P.R., INC.

      FIRST: The name of the corporation is

                      International Silver de P.R., Inc.

      SECOND: The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.


      THIRD: The nature or purposes of the business to be conducted or promoted
is:

            To engage in any and all lawful acts or activities for which
      corporations may be now or hereafter organized under The General
      Corporation Law of Delaware.

      FOURTH: The total number of shares of capital stock which the corporation
shall have authority to issue is one thousand (1,000) shares of Common Stock,
par value Ten Dollars ($10.00) per share, amounting in the aggregate to Ten
Thousand Dollars ($l0,000.00)

      FIFTH: The name and mailing address of the sole incorporator is as
follows:

                          Arthur R  Miller
                          135 South LaSalle Street
                          Suite l425
                          Chicago, Illinois 60603

      SIXTH: The corporation is to have perpetual existence.

      SEVENTH: Meetings of the stockholders ray be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such places as may be designated from time to time by the Board
of Directors or in the by-laws of the corporation. Elections of directors need
not be by written ballot unless he by-laws of the corporation shall so provide.

      EIGHTH: In furtherance of and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:

            To make, alter or repeal the by-laws of the corporation.


            To authorize and cause to be executed mortgages and liens upon the
      real and personal property of the corporation.

            To set apart out of any of the funds of the corporation available
      for dividends a reserve or reserves for any proper purpose and to abolish
      any such reserve in the manner in which it was created.

      NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

      THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purposes of forming a corporation pursuant to The General Corporation Law of the
State of Delaware, does make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 17th day of November  , 1983.


                                       /s/ Arthur R. Miller
                                       ----------------------------------
                                       Arthur R. Miller