Exhibit 3.3

                                      DEED

I, Roderick M. Forrest, a Director of Glengarry Holdings Limited (the
"Company"), a company incorporated in Bermuda and having its registered office
at Bermuda Commercial Bank Building, 44 Church Street, Hamilton HM12, Bermuda,
pursuant to the authority of a resolution of the board of directors of the
Company of 31 January 2001 and of the shareholders of the Company of 31 January
2001 hereby declare that, with effect from 16 February 2001, the share capital
of the Company shall be consolidated, pursuant to section 45(1)(c) of the
Companies Act 1981, whereby the common shares of the Company, having a par value
of USS.005 each shall be consolidated into shares having par value US$.05 each,
the result of which being that the Company shall have an authorised share
capital of US$2,750,000 comprising 50,000,000 common shares of par value US$.05
each and 50,000,000 preferred shares of par value US$.005 each.

IN WITNESS WHEREOF this deed is executed by Roderick M. Forrest as of the 6th
day of February 2001 as follows:

Signed at Hamilton, Bermuda, before Patricia Colmet, Bermuda Commercial Bank
Building, 44 Church Street, Hamilton, Bermuda.

/s/ Roderick M.Forrest

/s/ Patricia Colmet