ARTICLES OF ASSOCIATION
                              AGRUPACION RUBI, S.A.



Article 1                Company Name

The company's name shall be AGRUPACION RUBI, S.A.

Article 2                Company Purpose

The  purpose  of the  company is to  construct,  operate  and  exploit a thermal
treatment plant for the efficient treatment of clay.

The company may carry on the aforementioned business, whether wholly or in part,
directly or indirectly by means of  shareholding in other companies that have an
analogous purpose, or in any other manner that is permissible in law.

Article 3                Registered Offices

The company's registered offices will be at 51 Avda. Paralelo, Barcelona.

The  company's  management  board  will have the power to remove  the  company's
registered offices to another address within the same municipal territory,  also
having the power to create or  eliminate  branch  offices or to move such branch
offices to other premises.

Article 4                Duration

The company will have an indefinite  existence and will commence  trading on the
day on which its  constitution is lodged,  except for those  activities that may
require inscription in any administrative  register,  in which event the company
will commence the relevant activities on the date of such inscription.

Article 5                Share Capital

The company's  share capital is fixed at TWO HUNDRED AND SEVENTY MILLION PESETAS
(Ptas.  270,000,000),  which will be divided into twenty seven thousand (27,000)
ordinary  shares,  each having a nominal  value of TEN THOUSAND  PESETAS  (Ptas.
10,000).  The shares shall be numbered  from 1 to 27, 000, both  inclusive,  and
shall be evidenced by share certificates, it being permissible to issue a single
share certificate in respect of one or more shares.

[Missing  text]...[illegible] all legal requirements and a director's signature.
The company's share capital is fully taken up and paid.


Article 6                SYNDICATION

a)       Transfer for Value:

A  shareholder  who  intends  to  transfer  one or more of his  shares  shall be
required to  communicate  his intention in writing to the company's  management,
indicating  the numbers of the shares in question,  the proposed  purchase price
and  the  name  of  the  purchaser.  The  company's  management  shall  in  turn
communicate  the  aforementioned  information to all the other  shareholders  at
their respective addresses as recorded in the share register, within a period of
ten calendar  days. The remaining  shareholders  shall have an option to acquire
the shares to be sold within a period of thirty  calendar  days from the date on
which the information in question was  communicated to them and, in the event of
there being more than one  shareholder  who wishes to exercise  the option,  the
shares in question shall be distributed between them in proportion to the shares
that they already own, and if any shares should be left over after the division,
they shall be awarded to the  shareholder  exercising  this  option who owns the
largest  number  of  shares.  If the  said  period  should  expire  without  any
shareholder exercising his option to acquire the shares in question, the company
shall be required to  exercise  an election  within a period of twenty  calendar
days,  calculated from the expiry of the previous thirty day period,  whether to
permit the proposed transfer of shares to proceed,  or to acquire the shares for
itself in a legally permissible manner. If this period should expire without the
shareholders  or the company  having  exercised  their  respective  preferential
options to acquire the shares in question,  the shareholder  wishing to transfer
his shares to the purchaser in question shall be free to do so in the terms that
were  communicated  to the company  management,  provided that such  transferral
takes place  within the two months  following  the date on which the last period
came to an end.  If the  shareholder  in  question  should  fail to  effect  the
transfer during this two-month  period,  he shall be obliged to repeat the offer
process.  In the event of there being disagreement with regard to price at which
the aforesaid  preferential option of acquisition is to be exercised,  the price
of acquisition shall be as determined by the company's auditor.  In the event of
the company not being obliged to have its accounts audited, an accountant may be
appointed at the instance of any interested party. The determination by the said
auditor or accountant shall be binding.

The company  shall in no  circumstances  recognise  the transfer of shares inter
vivos unless the rules set out are observed, whether such transfer be voluntary,
involuntary or by way of legal execution.  In the two last mentioned  instances,
the provisions set out in the following paragraph shall be observed.

b)       Gratuitous Transfers:

The same  preferential  option of  acquisition  shall  exist in the event of the
transfer of shares by reason of death or by way of gift. The heirs,  legatees or
donees, as the case may be, shall communicate their acquisition of the shares in
question to the company's  management board. From that moment onwards, the rules
set out in the preceding paragraph a) shall be applied, both with regard to time
periods and the right of acquisition. If the relevant time periods should expire
without any  shareholder or the company  having  manifested  their  intention to
acquire the shares,  there will be proceeded  with the recording of the transfer
of the shares in question in the company's share register.

The same rules shall apply in the event of the  acquisition  of shares by way of
judicial or administrative  execution  proceedings,  with the time periods being
calculated  from the  moment in which the  successful  bidder  communicates  his
acquisition of the shares to the management board.

In order to prevent a transfer  of shares from being  recorded in the  company's
share register in the instances dealt with in the present paragraph b), it shall
be  necessary  for the company to present one or more  shareholders  who wish to
acquire the said shares,  it being  necessary for these  shareholders  to be the
same ones that manifested  their wish to acquire the shares as set out above, or
in the event of the  company  not being able to present  such  shareholders,  it
shall be  necessary  for the  company to offer to acquire  the  relevant  shares
itself (in a legally permissible manner) at a price equal to the actual value of
the shares at the time when the person in question  requests  the transfer to be
recorded in the register.  For these purposes, the actual value of the shares in
question  shall be determined by the company's  auditor,  except in the event of
the company not being obliged to submit its accounts to an audit,  in which case
the  value in  question  shall be  determined  by an  auditor  appointed  at the
instance of any of the parties involved, or by the Registrar of Companies having
jurisdiction over the company's registered offices.

c)       Joint Dispositions.

1a.-  Transfers of shares in favour of a  shareholder's  spouse,  ascendants  or
descendents,  whether it be by way of a gift or for value,  shall not be subject
to any conditions.

Transfers  of shares  taking  place  from a parent  or  holding  company  to its
subsidiary  and vice versa,  as well as transfers of shares that spring from the
merger, acquisition, restructuring,  incorporation or liquidation of any company
that  holds  shares in the  present  company,  shall  likewise  be free from any
restrictions.  A company  shall be deemed to be a parent or  holding  company of
another company whenever such a company holds 51% or more of the other company's
share capital,  while a company shall be deemed to be a subsidiary  when another
company holds the same percentage of its share capital.

Article 7                Governance of the Company

The company shall be governed by the General Meeting of  Shareholders  and shall
be managed and represented by the Board of Directors.

Article 8                The General Meeting of Shareholders

An ordinary General Meeting of Shareholders  shall be held within the first half
of each financial  year,  while an  extraordinary  General Meeting shall be held
whenever such a meeting is called by the Board of Directors, or when the General
meeting itself takes the initiative,  or when an application is made in terms of
the provisions of Section 100 of the Act.

Without  prejudice  to what is set  out  below,  the  provisions  of the  Public
Companies  Act shall  apply to the  requirements  for  giving  notice of General
Meetings,  the conduct of such meetings, the debating and passing of resolutions
at such  meetings,  as well as the  taking and  approval  of  minutes,  the said
provisions being applicable to both ordinary and extraordinary General Meetings.

An ordinary or  extraordinary  General Meeting of Shareholders  shall be validly
convened at its first sitting when the shareholders  present,  whether in person
or by way of  representation,  hold more than 75% of the  company's  shares that
carry voting rights. At the second sitting of the General Meeting, it shall only
be required that  shareholders  holding 70% of the company's  shares with voting
rights be present.

Resolutions of the General Meeting of Shareholders  shall be adopted by means of
a vote in favour by the holders of the majority of the  company's  share capital
with voting rights,  being present in person or by way of  representation,  with
each share carrying one vote.

Notwithstanding  the  provisions  set out in the previous  paragraph,  a vote in
favour by the holders of 70% of the company's  share capital with voting rights,
being  present in person or by way of  representation,  shall be required in the
following instances:

a)  Any kind of amendment to the company statutes;
b)  An increase or reduction of the company's share capital;
c)  Any merger, demerger or restructuring of the company;
d)  Any change to the company's purpose;
e)  Any changes to the requirements established for the adoption of resolutions;
f)  The approval of the company's annual statements;
g)  The issuing of debentures;
h)  Changes to the number of votes of each shareholder;
i)  The appointment of the company's auditors; and
j)  The appointment or discharge of officers of the company.

Article 9                The Board of Directors

The authority to represent the company both in and outside judicial proceedings,
shall vest in the Board of Directors.  Consequently,  the Board of Directors may
take or  perform...[missing  text],  provided that it is encompassed  within the
company's  purpose,  and may also  exercise  all powers  that are not  expressly
reserved to the General  meeting of  Shareholders in terms of the Act. Merely by
way of enumeration,  the following matters fall under the authority of the Board
of  Directors,  as well as all matters that are related to the ones  enumerated,
without any limitation:

To represent  the company in the offices of the state,  autonomous  communities,
provinces  or  municipalities,  as well as  before  the  courts,  tribunals  and
authorities at any hierarchical level and to act as the legal  representative of
the company;  to execute any kind of public and private documents or instruments
in the name of the company;  to buy, sell and lease - except acting as lessor in
terms of  financial  leases -, to  conclude  leasing  contracts  as  lessee,  to
encumber or mortgage  the  company's  movable and  immovable  property;  to buy,
encumber,  alienate,  sell, acquire in any manner and, in general,  to carry out
any transaction in relation to shares, debentures and other stock or securities;
to form mergers and  associations,  to separate and split off companies,  and to
make  declarations for new works, as well as performing any act that is required
to be recorded in a registry;  to acquire  immovable  property,  industries  and
machinery  by way of lease,  or to rent out that which the  company  may own; to
provide surety and guarantees for third parties, without any limitation; to open
current and credit accounts and to sign the relevant documents and policies;  to
operate such accounts and to perform transactions in the Bank of Spain or in any
other mercantile or credit institution, as well as in savings banks; to take out
any kind of bond or pledge with regard to all kinds of property  and assets;  to
discharge, accept, endorse, negotiate, discount or protest bills of exchange and
any other  kind of  document  drawn on a bank;  to  organise  and  regulate  the
business of the company in respect of all its activities;  to employ and dismiss
personnel;  to make and withdraw deposits and surety payments,  including in the
Central  Bank of  Deposits;  to present for  payment as well as pay,  discharge,
endorse,  negotiate,  accept or perform any kind of  transaction  with regard to
bank drafts and credits;  to present  postal orders for payment as well as claim
payment  of  such  amounts  as may  be  owing  to the  company  from  any  cause
whatsoever,  including  the  claiming  of  payment  of sums of  money  from  the
Department  of  Finance.  The  aforegoing  does  not  constitute  an  exhaustive
enumeration  of the Board's  executive  powers,  but is rather of an explanatory
nature.

The Board of Directors may confer and revoke all kinds of powers, including that
of commercial  agent and the  authorisation  of barristers and solicitors of the
courts for the purposes of lawsuits.

Article 10

The  Board of  Directors  shall  have a minimum  of three and a maximum  of five
members.  If any vacancy  should  arise during the period for which any director
was  appointed,  the Board of  Directors  may fill the vacancy by  appointing  a
shareholder  to the  Board,  who shall hold the  office  until the next  General
Meeting of Shareholders.

The Board of Directors  shall appoint a president and a secretary,  it not being
necessary  for the  latter to be a  director,  in which case he shall be able to
address the Board without having any right to vote.

The Board of Directors  shall hold  meetings  whenever the  president  should so
decide or when two of its members  should  request such a meeting.  A meeting of
the Board of Directors shall be validly  convened when fifty percent plus one of
the Board's members is present,  either in person or by way of representation by
another  member  of  the  Board.  Members  of  the  Board  shall  appoint  their
representatives by way of a letter addressed to the president of the Board.

Resolutions  of the Board of Directors  shall be adopted when three  quarters of
the  members  vote in  favour  thereof,  except  in the  instances  of  managing
directors  and  members  of  the  executive  committee.  In the  last  mentioned
instance,  an  absolute  majority  vote of the members  present at the  relevant
meeting, whether in person or by way of representation,  shall be required, such
meetings being called by the president or whomsoever may be acting as president.
The president shall have a casting vote in the event of a deadlock.

A vote taken by way of a circular  letter and  without  there  being any meeting
shall be valid, provided that there be no opposition by any director. The debate
held at the  meetings  with regard to its  resolutions  shall be recorded in the
minutes, which shall be signed by president and secretary.

Article 11

It is not necessary to be a shareholder  of the company in order to be appointed
as member of the Board of Directors. The members of the Board shall be appointed
by the General Meeting of Shareholders for a period of FIVE YEARS.

Persons who are hit by the legal provisions relating to incompatibility shall be
excluding from holding office as directors of the company.

Article 12

The company's  financial year shall end on the  thirty-first  day of December of
each year.

Article 13

The Board of Directors is obliged to draw up the company's annual statements, as
well  as the  management  report  and a  proposal  for the use to be made of the
profits,  within a maximum of three months as calculated from the closing of the
company's  financial year. The annual  statements,  which shall be signed by all
the directors,  shall consist of a balance sheet,  the profit and loss statement
and the company's annual report. These documents, which shall form a unit, shall
be drawn up in a lucid manner and shall  reflect the  situation of the company's
assets, its financial position and its results in accordance with the provisions
of the Act and the Commercial Code.

Article 14

The shareholders shall have the right to consult, whether alone or together with
an expert,  the company's  annual  statements and all  background  documentation
during the period intervening between the giving of notice of and the holding of
a General  Meeting of  Shareholders.  The right of the minority  shareholders to
appoint  an  auditor  for the  account  of the  company  shall  not  entail  any
limitation of the aforesaid  right.  Similarly,  any shareholder  shall have the
right,  from the moment that notice of a General Meeting is given, to obtain the
documents that are to be submitted for approval at the General  Meeting from the
company  immediately  and free of  charge.  The last  mentioned  right  shall be
mentioned in the notice of the General Meeting of Shareholders.

Article 15

The General  Meeting of Shareholders  shall  determine  which  percentage of the
liquid profit shown by the company in each financial  year,  after  deduction of
the amount to be  appropriated  to the legal  reserve  and after any other legal
obligations  have been met,  is to be withheld  for the  purposes of a voluntary
reserve fund.

DISSOLUTION AND WINDING-UP

Article 16

The  company  shall be wound up on any of the  grounds  envisaged  in the Public
Companies Act. The liquidators,  who shall always be of uneven number,  shall be
appointed by the General Meeting of Shareholders.

Article 17

After  all the  claims of  creditors  have  been  satisfied,  or after the funds
necessary to satisfy their claims have been  assigned,  any equity  remaining in
the company shall be distributed amongst the shareholders in proportion to their
respective number of shares.

ARBITRATION - Any litigious  company  matters that may arise between the company
and its directors or  shareholders,  or between the companies  directors and its
shareholders,  or between the  shareholders  themselves,  shall be submitted for
institutional   arbitration  to  the  Arbitration  Tribunal  of  the  Catalonian
Association of Arbitration at Barcelona,  the  arbitration  tribunal in question
also being  entrusted with the  appointment of the arbitrator and the conduct of
the arbitration proceedings in accordance with its regulations.  The decision of
the said arbitration tribunal shall be binding.  Matters that are not subject to
free will are excluded from the obligatory submission to arbitration.