Memorandum of Association - Global Crossing Marketing (UK) Ltd.


                        THE COMPANIES ACTS 1985 TO 1989

                       PRIVATE COMPANY LIMITED BY SHARES

                          MEMORANDUM OF ASSOCIATION OF


                     GLOBAL CROSSING MARKETING (UK) LIMITED


            As amended by Special Resolution passed on 8th May 1998

1.   The Company's name is 'Cheltrading 188 Limited'.

2.   The Company's registered office is to be situated in England and Wales.

3.             (i)    The object of the Company is to carry on business as a
                      general commercial company.

               (ii)   Without prejudice to the generality of the object and the
                      powers of the Company derived from Section 3A of the Act
                      the Company has power to do all or any of the following
                      things:-

              (a)     To purchase or by any other means acquire and take options
                      over any property whatever, and any rights or privileges
                      of any kind over or in respect of any property.

              (b)     To apply for, register, purchase, or by other means
                      acquire and protect, prolong and renew, whether in the
                      United Kingdom or elsewhere any patents, patent rights,
                      brevets d'invention, licences, secret processes, trade
                      marks, designs, protections and concessions and to
                      disclaim, alter, modify, use and turn to account and to
                      manufacture under or grant licences or privileges in
                      respect of the same, and to expend money in experimenting
                      upon, testing and improving any patents, inventions or
                      rights which the Company may acquire or propose to
                      acquire.

              (c)     To acquire or undertake the whole or any part of the
                      business, goodwill, and assets of any person, firm, or
                      company carrying on or proposing to carry on any of the
                      businesses which the Company is authorised to carry on and
                      as part of the consideration for such acquisition to
                      undertake all or any of the liabilities of such person,
                      firm or company, or to acquire an interest in, amalgamate
                      with, or enter into partnership or into any arrangement
                      for sharing profits, or for co-operation, or for mutual
                      assistance with any such person, firm, or company, or for
                      subsidising or otherwise assisting any such person, firm
                      or company, and to give or accept, by way of consideration
                      for any of the acts or

 
                                                                               2



                      things aforesaid or property acquired, any shares,
                      debentures, debenture stock or securities that may be
                      agreed upon, and to hold and retain, or sell, mortgage and
                      deal with any shares, debentures, debenture stock or
                      securities so received.

              (d)     To improve, manage, construct, repair, develop, exchange,
                      let on lease or otherwise, mortgage, charge, sell, dispose
                      of, turn to account, grant licences, options, rights and
                      privileges in respect of, or otherwise deal with all or
                      any part of the property and rights of the Company.

              (e)     To invest and deal with the moneys of the Company not
                      immediately required in such manner as may from time to
                      time be determined and to hold or otherwise deal with any
                      investments made.

              (f)     To lend and advance money or give credit on any terms and
                      with or without security to any person, firm or company
                      (including without prejudice to the generality of the
                      foregoing any holding company, subsidiary or fellow
                      subsidiary of, or any other company associated in any way
                      with, the Company), to enter into guarantees, contracts of
                      indemnity and suretyships of all kinds, to receive money
                      on deposit or loan upon any terms, and to secure or
                      guarantee in any manner and upon any terms the payment of
                      any sum of money or the performance of any obligation by
                      any person, firm or company (including without prejudice
                      to the generality of the foregoing any such holding
                      company, subsidiary, fellow subsidiary or associated
                      company as aforesaid).

              (g)     To borrow and raise money in any manner and to secure the
                      repayment of any money borrowed, raised or owing by
                      mortgage, charge, standard security, lien or other
                      security upon the whole or any part of the Company's
                      property or assets (whether present or future), including
                      its uncalled capital, and also by a similar mortgage,
                      charge, standard security, lien or security to secure and
                      guarantee the performance by the Company of any obligation
                      or liability it may undertake or which may become binding
                      on it.

              (h)     To draw, make, accept, endorse, discount, negotiate,
                      execute and issue cheques, bills of exchange, promissory
                      notes, bills of lading, warrants, debentures, and other
                      negotiable or transferable instruments.

              (i)     To apply for, promote, and obtain any Act of Parliament,
                      order, or licence of the Department of Trade or other
                      authority for enabling the Company to carry any of its
                      objects into effect, or for effecting any modification of
                      the Company's constitution, or for any other purpose which
                      may seem calculated directly or indirectly to promote the
                      Company's interests, and to oppose any proceedings or
                      applications

 
                                                                               3

                      which may seem calculated directly or indirectly to
                      prejudice the Company's interests.

              (j)     To enter into any arrangements with any government or
                      authority (supreme, municipal, local, or otherwise) that
                      may seem conducive to the attainment of the Company's
                      objects or any of them, and to obtain from any such
                      government or authority any charters, decrees, rights,
                      privileges or concessions which the Company may think
                      desirable and to carry out, exercise, and comply with any
                      such charters, decrees, rights, privileges, and
                      concessions.

              (k)     To subscribe for, take, purchase, or otherwise acquire,
                      hold, sell, deal with and dispose of, place and underwrite
                      shares, stocks, debentures, debenture stocks, bonds,
                      obligations or securities issued or guaranteed by any
                      other company constituted or carrying on business in any
                      part of the world, and debentures, debenture stocks,
                      bonds, obligations or securities issued or guaranteed by
                      any government or authority, municipal, local or
                      otherwise, in any part of the world.

              (l)     To control, manage, finance, subsidise, co-ordinate or
                      otherwise assist any company or companies in which the
                      Company has a direct or indirect financial interest, to
                      provide secretarial, administrative, technical, commercial
                      and other services and facilities of all kinds for any
                      such company or companies and to make payments by way of
                      subvention or otherwise and any other arrangements which
                      may seem desirable with respect to any business or
                      operations of or generally with respect to any such
                      company or companies.

              (m)     To promote any other company for the purpose of acquiring
                      the whole or any part of the business or property or
                      undertaking or any of the liabilities of the Company, or
                      of undertaking any business or operations which may appear
                      likely to assist or benefit the Company or to enhance the
                      value of any property or business of the Company, and to
                      place or guarantee the placing of, underwrite, subscribe
                      for, or otherwise acquire all or any part of the shares or
                      securities of any such company as aforesaid.

              (n)     To sell or otherwise dispose of the whole or any part of
                      the business or property of the Company, either together
                      or in portions, for such consideration as the Company may
                      think fit, and in particular for shares, debentures, or
                      securities of any company purchasing the same.

              (o)     To act as agents or brokers and as trustees for any
                      person, firm or company, and to undertake and perform sub-
                      contracts.

 
                                                                               4

              (p)     To remunerate any person, firm or company rendering
                      services to the Company either by cash payment or by the
                      allotment to him or them of shares or other securities of
                      the Company credited as paid up in full or in part or
                      otherwise as may be thought expedient.

              (q)     To distribute among the Members of the Company in kind any
                      property of the Company of whatever nature.

              (r)     To pay all or any expenses incurred in connection with the
                      promotion, formation and incorporation of the Company, or
                      to contract with any person, firm or company to pay the
                      same, and to pay commissions to brokers and others for
                      underwriting, placing, selling, or guaranteeing the
                      subscription of any shares or other securities of the
                      Company.

              (s)     To support and subscribe to any charitable or public
                      object and to support and subscribe to any institution,
                      society, or club which may be for the benefit of the
                      Company or its Directors or employees, or may be connected
                      with any town or place where the Company carries on
                      business; to give or award pensions, annuities,
                      gratuities, and superannuation or other allowances or
                      benefits or charitable aid and generally to provide
                      advantages, facilities and services for any persons who
                      are or have been Directors of, or who are or have been
                      employed by, or who are serving or have served the
                      Company, or any company which is a subsidiary of the
                      Company or the holding company of the Company or a fellow
                      subsidiary of the Company or the predecessors in business
                      of the Company or of any such subsidiary, holding or
                      fellow subsidiary company and to the wives, widows,
                      children and other relatives and dependents of such
                      persons; to make payments towards insurance including
                      insurance for any Director, officer or Auditor against any
                      liability as is referred to in Section 310(1) of the Act;
                      and to set up, establish, support and maintain
                      superannuation and other funds or schemes (whether
                      contributory or non-contributory) for the benefit of any
                      of such persons and of their wives, widows, children and
                      other relatives and dependents; and to set up, establish,
                      support and maintain profit sharing or share purchase
                      schemes for the benefit of any of the employees of the
                      Company or of any such subsidiary, holding or fellow
                      subsidiary company and to lend money to any such employees
                      or to trustees on their behalf to enable any such purchase
                      schemes to be established or maintained.

              (t)     Subject to and in accordance with a due compliance with
                      the provisions of Sections 155 to 158 (inclusive) of the
                      Act ( if and so far as such provisions shall be
                      applicable), to give, whether directly or indirectly, any
                      kind of financial assistance (as defined in Section
                      152(1)(a) of the Act) for any such purpose as is specified
                      in Section 151(1) and/or Section 151(2) of the Act.

 
                                                                               5

              (u)     To procure the Company to be registered or recognised in
                      any part of the world.

              (v)     To do all or any of the things or matters aforesaid in any
                      part of the world and either as principals, agents,
                      contractors or otherwise, and by or through agents,
                      brokers, sub-contractors or otherwise and either alone or
                      in conjunction with others.

              (w)     To do all such other things as may be deemed incidental or
                      conducive to the attainment of the Company's object or of
                      any of the powers given to it by the Act or by this
                      Clause.

          AND so that:-

              (1)     None of the provisions set forth in any sub-clause of this
                      Clause shall be restrictively construed but the widest
                      interpretation shall be given to each such provision, and
                      none of such provisions shall, except where the context
                      expressly so requires, be in any way limited or restricted
                      by reference to or inference from any other provision set
                      forth in such sub-clause, or by reference to or inference
                      from the terms of any other sub-clause of this Clause, or
                      by reference to or inference from the name of the Company.

              (2)     The word 'Company' in this Clause, except where used in
                      reference to the Company, shall be deemed to include any
                      partnership or other body of persons, whether incorporated
                      or unincorporated and whether domiciled in the United
                      Kingdom or elsewhere.

              (3)     In this Clause the expression 'the Act' means the
                      Companies Act 1985, but so that any reference in this
                      Clause to any provision of the Act shall be deemed to
                      include a reference to any statutory modification or re-
                      enactment of that provision for the time being in force.

4.   The liability of the Members is limited.

5.   The Company's share capital is (Pounds)1,000 divided into 1000 shares of
     (Pounds)1 each.

 
                                                                               6

     We, the subscribers to this Memorandum of Association, wish to be formed
into a Company pursuant to this Memorandum; and we agree to take the number of
shares shown opposite our respective names.

 
 NAME AND ADDRESSES OF SUBSCRIBERS            NUMBER OF SHARES TAKEN BY EACH
                                                        SUBSCRIBER
 
1.  Stoorne Incorporations Limited
    4th Floor                                               ONE
    The Quadrangle
    Imperial Square
    Cheltenham
    Gloucestershire
    GL50 1YX
 
2.  Stoorne Services Limited
    4th Floor                                               ONE
    The Quadrangle
    Imperial Square
    Cheltenham
    Gloucestershire
    GL50 1YX
-------------------------------------------------------------------------
Total shares taken                                          TWO
-------------------------------------------------------------------------

Dated the  day of
 
Witness to the above Signatures:-    Gerald Ireland
                                     4th Floor
                                     The Quadrangle
                                     Imperial Square
                                     Cheltenham
                                     Gloucestershire
                                     GL50 1YX
  
                                         Chartered Secretary

 
                                                                               7

                        THE COMPANIES ACTS 1985 TO 1989

                       PRIVATE COMPANY LIMITED BY SHARES

                           ARTICLES OF ASSOCIATION OF


                     GLOBAL CROSSING MARKETING (UK) LIMITED

            As amended by Special Resolution passed on 8th May 1998


PRELIMINARY

1.   (a)  The Regulations contained in Table A in the Schedule to the
          Companies (Tables A to F) Regulations 1985 (SI 1985 No 805) as amended
          by the Companies (Tables A to F) (Amendment) Regulations 1985 (SI 1985
          No 1052) (such Table being hereinafter called 'Table A') shall apply
          to the Company save in so far as they are excluded or varied hereby
          and such Regulations (save as so excluded or varied) and the Articles
          hereinafter contained shall be the regulations of the Company.

     (b)  In these Articles the expression 'the Act' means the Companies Act
          1985, but so that any reference in these Articles to any provision of
          the Act shall be deemed to include a reference to any statutory
          modification or re-enactment of that provision for the time being in
          force.

ALLOTMENT OF SHARES

2.   (a)  Shares which are comprised in the authorised share capital with
          which the Company is incorporated shall be under the control of the
          Directors who may (subject to Section 80 of the Act and to paragraph
          (d) below) allot, grant options over or otherwise dispose of the same,
          to such persons, on such terms and in such manner as they think fit.

     (b)  All shares which are not comprised in the authorised share capital
          with which the Company is incorporated and which the Directors propose
          to issue shall first be offered to the Members in proportion as nearly
          as may be to the number the existing shares held by them respectively
          unless the Company in General Meeting shall by Special Resolution
          otherwise direct.  The offer shall be made by notice specifying the
          number of shares offered, and limiting a period (not being less than
          fourteen days) within which the offer, if not accepted, will be deemed
          to be declined.  After the expiration of that period, those shares so
          deemed to be declined shall be offered in the proportion aforesaid to
          the persons who have, within the said period, accepted all the shares
          offered to them; such further offer shall be made in like terms in the

 
                                                                               8

          same manner and limited by a like period as the original offer.  Any
          shares not accepted pursuant to such offer or further offer as
          aforesaid or not capable of being offered as aforesaid except by way
          of fractions and any shares released from the provisions of this
          Article by any such Special Resolution as aforesaid shall be under the
          control of the Directors, who may allot, grant options over or
          otherwise dispose of the same to such persons, on such terms, and in
          such manner as they think fit, provided that, in the case of shares
          not accepted as aforesaid, such shares shall not be disposed of on
          terms which are more favourable to the subscribers therefor than the
          terms on which they were offered to the Members.  The foregoing
          provisions of this paragraph (b) shall have effect subject to Section
          80 of the Act.

     (c)  In accordance with Section 91(1) of the Act Sections 89(1) and 90(1)
          to (6) (inclusive) of the Act shall not apply to the Company.

     (d)  The Directors are generally and unconditionally authorised for the
          purposes of Section 80 of the Act, to exercise any power of the
          Company to allot and grant rights to subscribe for or convert
          securities into shares of the Company up to the amount of the
          authorised share capital with which the Company is incorporated at any
          time or times during the period of five years from the date of
          incorporation and the Directors may, after that period, allot any
          shares or grant any such rights under this authority in pursuance of
          an offer or agreement so to do made by the Company within that period.
          The authority hereby given may at any time (subject to the said
          Section 80) be renewed, revoked or varied by Ordinary Resolution of
          the Company in General Meeting.

SHARES

3.   The lien conferred by Clause 8 in Table A shall attach also to fully paid-
     up shares, and the Company shall also have a first and paramount lien on
     all shares, whether fully paid or not, standing registered in the name of
     any person indebted or under liability to the Company, whether he shall be
     the sole registered holder thereof or shall be one of two or more joint
     holders, for all moneys presently payable by him or his estate to the
     Company.  Clause 8 in Table A shall be modified accordingly.

4.   The liability of any Member in default in respect of a call shall be
     increased by the addition at the end of the first sentence of Clause 18 in
     Table A of the words 'and all expenses that may have been incurred by the
     Company by reason of such non-payment'.

GENERAL MEETINGS AND RESOLUTIONS

5.   (a)  Every notice convening a General Meeting shall comply with the
          provisions of Section 372(3) of the Act as to giving information to
          Members in regard to their right to appoint proxies; and notices of
          and other communications relating

 
                                                                               9

          to any General Meeting which any Member is entitled to receive shall
          be sent to the Directors and to the Auditors for the time being of the
          Company.

     (b)  No business shall be transacted at any General Meeting unless a quorum
          is present.  Subject to paragraph (c) below two persons entitled to
          vote upon the business to be transacted, each being a Member or a
          proxy for a Member or a duly authorised representative of a
          corporation, shall be a quorum.

     (c)  If and for so long as the Company has only one Member, that Member
          present in person or by proxy or if that Member is a corporation by a
          duly authorised representative shall be a quorum.

     (d)  If a quorum is not present within half an hour from the time appointed
          for a General Meeting the General Meeting shall stand adjourned to the
          same day in the next week at the same time and place or to such other
          day and at such other time and place as the Directors may determine;
          and if at the adjourned General Meeting a quorum is not present within
          half an hour from the time appointed therefor such adjourned General
          Meeting shall be dissolved.

     (e)  Clauses 40 and 41 in Table A shall not apply to the Company.

6.   (a)  If and for so long as the Company has only one Member and that
          Member takes any decision which is required to be taken in General
          Meeting or by means of a written resolution, that decision shall be as
          valid and effectual as if agreed by the Company in General Meeting
          save that this paragraph shall not apply to resolutions passed
          pursuant to sections 303 and 391 of the Act.

     (b)  Any decision taken by a sole Member pursuant to paragraph (a) above
          shall be recorded in writing and delivered by that Member to the
          Company for entry in the Company's Minute Book.

APPOINTMENT OF DIRECTORS

7.   (a)  Clause 64 in Table A shall not apply to the Company.

     (b)  The maximum number and minimum number respectively of the Directors
          may be determined from time to time by Ordinary Resolution in General
          Meeting of the Company.  Subject to and in default of any such
          determination there shall be no maximum number of Directors and the
          minimum number of Directors shall be one.  Whensoever the minimum
          number of Directors shall be one, a sole Director shall have authority
          to exercise all the powers and discretions by Table A and by these
          Articles expressed to be vested in the Directors generally, and Clause
          89 in Table A shall be modified accordingly.

     (c)  The Directors shall not be required to retire by rotation and Clauses
          73 to 80 (inclusive) in Table A shall not apply to the Company.

 
                                                                              10

     (d) No person shall be appointed a Director at any General Meeting unless
either:-

               (i)   he is recommended by the Directors; or
                     

               (ii)  not less than fourteen nor more than thirty-five clear days
                     before the date appointed for the General Meeting, notice
                     signed by a Member qualified to vote at the General Meeting
                     has been given to the Company of the intention to propose
                     that person for appointment, together with notice signed by
                     that person of his willingness to be appointed.

     (e)  Subject to paragraph (d) above, the Company may by Ordinary Resolution
          in General Meeting appoint any person who is willing to act to be a
          Director, either to fill a vacancy or as an additional Director.

     (f)  The Directors may appoint a person who is willing to act to be a
          Director, either to fill a vacancy or as an additional Director,
          provided that the appointment does not cause the number of Directors
          to exceed any number determined in accordance with paragraph (b) above
          as the maximum number of Directors and for the time being in force.

     (g)  In any case where as the result of the death of a sole Member of the
          Company the Company has no Members and no Directors the personal
          representatives of such deceased member shall have the right by notice
          in writing to appoint a person to be a Director of the Company and
          such appointment shall be as effective as if made by the Company in
          General Meeting pursuant to paragraph (e) of this Article.

BORROWING POWERS

8.   The Directors may exercise all the powers of the Company to borrow money
     without limit as to amount and upon such terms and in such manner as they
     think fit, and subject (in the case of any security convertible into
     shares) to Section 80 of the Act to grant any mortgage, charge or standard
     security over its undertaking, property and uncalled capital, or any part
     thereof, and to issue debentures, debenture stock, and other securities
     whether outright or as security for any debt, liability or obligation of
     the Company or of any third party.

ALTERNATE DIRECTORS

9.   (a)  An alternate Director shall not be entitled as such to receive
          any remuneration from the Company, save that he may be paid by the
          Company such part (if any) of the remuneration otherwise payable to
          his appointor as such appointor may by notice in writing to the
          Company from time to time direct, and the first sentence of Clause 66
          in Table A shall be modified accordingly.

 
                                                                              11

     (b)  A Director, or any such other person as is mentioned in Clause 65 in
          Table A, may act as an alternate Director to represent more than one
          Director, and an alternate Director shall be entitled at any meeting
          of the Directors or of any committee of the Directors to one vote for
          every Director whom he represents in addition to his own vote (if any)
          as a Director, but he shall count as only one for the purpose of
          determining whether a quorum is present.

GRATUITIES AND PENSIONS

10.  (a)  The Directors may exercise the powers of the Company conferred by
          Clause 3(ii)(s) of the Memorandum of Association of the Company and
          shall be entitled to retain any benefits received by them or any of
          them by reason of the exercise of any such powers.

     (b)  Clause 87 in Table A shall not apply to the Company.

PROCEEDINGS OF DIRECTORS

11.  (a)  A Director may vote, at any meeting of the Directors or of any
          committee of the Directors, on any resolution, notwithstanding that it
          in any way concerns or relates to a matter in which he has, directly
          or indirectly, any kind of interest whatsoever, and if he shall vote
          on any such resolution as aforesaid his vote shall be counted; and in
          relation to any such resolution as aforesaid he shall (whether or not
          he shall vote on the same) be taken into account in calculating the
          quorum present at the meeting.

     (b)  Clauses 94 to 97 (inclusive) in Table A shall not apply to the
          Company.

THE SEAL

12.  (a)  If the Company has a seal it shall only be used with the authority of
          the Directors or of a committee of Directors.  The Directors may
          determine who shall sign any instrument to which the seal is affixed
          and unless otherwise so determined it shall be signed by a Director
          and by the Secretary or second Director.  The obligation under Clause
          6 of Table A relating to the sealing of share certificates shall apply
          only if the Company has a seal. Clause 101 of Table A shall not apply
          to the Company.

     (b)  The Company may exercise the powers conferred by Section 39 of the Act
          with regard to having an official seal for use abroad, and such powers
          shall be vested in the Directors.

 
                                                                              12

INDEMNITY

13.  (a)  Every Director or other officer or Auditor of the Company shall be
          indemnified out of the assets of the Company against all losses or
          liabilities which he may sustain or incur in or about the execution of
          the duties of his office or otherwise in relation thereto, including
          any liability incurred by him in defending any proceedings, whether
          civil or criminal, or in connection with any application under Section
          144 or Section 727 of the Act in which relief is granted to him by the
          Court, and no Director or other officer shall be liable for any loss,
          damage or misfortune which may happen to or be incurred by the Company
          in the execution of the duties of his office or in relation thereto.
          But this Article shall only have effect in so far as its provisions
          are not avoided by Section 310 of the Act.

     (b)  The Directors shall have power to purchase and maintain for any
          Director, officer or Auditor of the Company insurance against any such
          liability as is referred to in Section 310(1) of the Act.

     (c)  Clause 118 in Table A shall not apply to the Company.

TRANSFER OF SHARES

14.  The Directors may, in their absolute discretion and without assigning any
     reason therefor, decline to register the transfer of a share, whether or
     not it is a fully paid share, and the first sentence of Clause 24 in Table
     A shall not apply to the Company.

 
                      NAMES AND ADDRESSES OF SUBSCRIBERS
 
1.  Stoorne Incorporations Limited
    4th Floor
    The Quadrangle
    Imperial Square
    Cheltenham
    Gloucestershire GL50 1YX

2.  Stoorne Services Limited
    4th Floor
    The Quadrangle
    Imperial Square
    Cheltenham
    Gloucestershire GL50 1YX

 
                                                                              13

Dated this      day of

Witness to the above signatures,  Gerald Ireland
                                  4th Floor
                                  The Quadrangle
                                  Imperial Square
                                  Cheltenham
                                  Gloucestershire
                                  GL50 1YX

                                      Chartered Secretary