EXHIBIT 3.26

TRADUCCION  PUBLICA

On the left there is a seal that reads Notary Public Association. Capital
Federal. Argentine Republic. Original Record of Deeds. Law 12.990. Sign and
seal. It appears a number 0924. nine hundred twenty four up to 0928 in the last
page of the document. There are two illegible signatures and two illegible
seals. A seal reads Ricardo Mihura de Estrada. Register 4669. Notary Public.
Another seal reads General Inspection of Justice. It appears a number 57781,
another number 2. A seal that reads Notary Public Association of Capital
Federal. It appears A 039631374 up to A 039631378 in the last page.

INCORPORATION CHARTER. ULTRAPETROL S.A. PUBLIC DEED NUMBER TWO HUNDRED AND SIXTY

In the city of Buenos Aires, Capital of the Argentine Republic, on the sixteenth
(16) day of the month of July in the year one thousand nine hundred and ninety
two (1992), before me, the Authorizing Notary Public, personally appeared the
following persons to me known: Mr. Juan Ernesto CAMBIASO, argentine, married,
holder of the Identity  Card of the Federal Police number 4.734.417, lawyer,
born on the twenty-fifth day of the month of February 1944, domiciled at Carlos
Pellegrini 887, 3rd floor, Buenos Aires; and Mr. Luis Maria Gonzalez Lanusa,
argentine, married, holder of the Identity Card of the Federal Police number
6.109.288, lawyer, born on the eighth day of the month of November 1954,
domiciled at Carlos Pellegrini 887, 3rd floor, Buenos Aires. They are both
authorized persons and to me known, I testify. The appearers say that they
incorporate a corporation pursuant to the following Articles of Incorporation:

ARTICLE 1: The name of the corporation is "ULTRAPETROL S.A." and its legal
domicile is in the city of Buenos Aires.

ARTICLE 2: Its duration is of ninety nine years from the date of its
incorporation.

ARTICLE 3: The purposes of the Corporation shall be to engage in the following
activities, in this country or abroad, on its own account, or on the account of
third parties, independently or associated to third parties, namely: a) To carry
out the management and exploitation of vessels of its own and of third parties,
as well as to act as representatives of other owners and shipowners or to engage
in other related activities, inherent or complementary to said purposes. b)
Handle the maritime, fluvial and lacustrine transportation, regular and/or not
regular, domestic or international, of persons or of cargoes; correspondence and
maritime works and services in general. c) To render training services to
personnel relative to sea navigation. d) For the  above mentioned purposes and,
in general, for every activity developed in accordance with its Articles of
Incorporation, the corporation may be constituted in owner, shipowner, to hire
and lease vessels, in time charter, bareboat charter, or under any other charter
to use vessels; to engage in the activities of transportation, transshipment and
litherage operations and cargo complement; to develop loading, unloading and
stowing operations; to render towage services; to act as shipbrokers and/or
freighters, to act as maritime agents and to represent vessels of its own or of
third parties; to build and repair vessels and many apparatus, as well as to
exploit public and private franchises of any kind, to construct ports and also
to operate them and represent third parties in any of the manner used in the
maritime business. e) To mediate in every matter relative to the establishment,
exploitation, management and distribution of new lines arisen from the policies
fixed by competent authorities. f) The purchase, sale, building, management and
exploitation of real estates, urban or rural, including the operations
contemplated within the laws and rules regulating the one-floor ownership. g) To
execute all kinds of acts, representations, agencies, commissions, consignments,
business activities and management of properties, stocks and enterprises in
general. For




these purposes the corporation is legally empowered to acquire rights, enter
into obligations and to perform all the acts which are not prohibited by law or
by these articles.

ARTICLE 4: The Capital stock is $12,000, divided into 1200 shares with a nominal
value of $10 each. The Capital Stock may be increased by decision of the
Ordinary Meeting up to the quintuple of its amount according to Article 188 of
Law N(degrees)19,550.

ARTICLE 5: The shares shall be registered shares, may be endorsed or not,
ordinary or preferred. The latter shares shall be entitled to a preferential
payment of dividend which may be cumulative or not, pursuant to the conditions
of issue. An additional profit may also be fixed to them.

ARTICLE 6: The stock certificates and the provisional certificates issued shall
contain the specifications and data required by Article 211 of Law 19,550.
Certificates representing more than one (1) share may be issued.

ARTICLE 7: In case of arrearages to integrate the capital stock, The Board of
Directors is empowered to proceed in accordance with any of the proceedings
allowed by Article 193 of Law 19,550.

ARTICLE 8: By resolution adopted at a Special Meeting of Shareholders, the
corporation may hereinafter issue debentures, negotiable instruments and any
other evidence of indebtedness for its private or public investment, within or
without the country, in the conditions of price, interests and amortization
which  may be deemed by the Meeting and subject to the standing legal
provisions. The above mentioned titles may be issued in national or foreign
currency with collateral, common or special guaranty.

ARTICLE 9: The Corporation shall be managed by a Board of Directors composed of
the number of members stipulated by the Meeting between a minimum of one (1) to
a maximum of five (5) who shall hold their office during the term of one (1)
year. The Meeting is to designate substitute members in equal or less number
than the principal members and to hold their office during the same term in
order to fill the vacancies created in each class. At their first meeting, the
members of the Board of Directors must appoint one President and, if there is
more than one, may designated one Vice-president; the latter replaces the first
in case of absence or inability. The Board of Directors may act with the
presence of the simple majority of their members, and resolutions may be
adopted by the majority of present votes.

ARTICLE 10: The Directors must give a guarantee in cash of $ 1,000 (one thousand
pesos).

ARTICLE 11: The Board of Directors have full power to manage and dispose of the
Properties, including those which by law require special powers of attorney
according to Article 1881 of the Civil Code and Article 9 of Decree Law
N(degrees) 5965/63. Consequently, they may enter into all kinds of legal
proceedings on behalf of the Corporation for the performance of the purpose
thereof, to trade with the Banks of Nacion Argentina, Nacional de Desarrollo,
Provincia de Buenos Aires, Ciudad de Buenos Aires, Hipotecario Nacional and
other credit institutions public or private, within or without the country; to
establish agencies, branches or other type of representations within or without
the country; to grant to one or more persons special judicial powers of
attorney, including for criminal complaint, or extrajudicial with the purpose
and as abroad as it may be deemed convenient. The legal representative of the
Corporation shall be the President of the Board of Directors or the
Vice-president in case of absence or inability or two Directors acting together.

ARTICLE 12: The Corporation leaves out the trusteeship according to Article 284
of Law 19,550. In case of increasing the capital, the Corporation will be
included in clause 2(degrees) of Article 299 of the mentioned Law, the Meeting
shall annually appoint a Regular Trustee or a Substitute Trustee, to hold their
office during the term of one (1) year.

ARTICLE 13: Any Meeting shall be summoned according to Article 237 of Law
19,550, without detriment to the stipulated there for the case of unanimous
Meeting.

ARTICLE 14: Each ordinary share issued is entitled to



one (1) to five (5) voting rights, as determined while the initial capital is
subscribed and opportunely when it is so increased by the Meeting. The
preferential shares may be issued with or without voting right.

ARTICLE 15: The quorum and majority attendance according to Articles 243 and 244
of Law 19,550 depending on the kind of Meeting, notice, and subjects to be
treated, except regarding the quorum of the Special Meeting in second notice,
which is considered to be hold no matter the number of present shares with
voting right.

ARTICLE 16: the fiscal year ends on the thirty first (31) day of December of
each year. At that time the financial statement shall be prepared in accordance
with standing accounting and technical principles commonly in use. The Meeting
may amend the fiscal year ending by the recordal of pertinent resolution at
Public Registry of Commerce Office informing this to the control authority. The
net and taken profits shall be consigned as follows: a) Five (5) per cent, to
reach up to twenty per cent (20%) of the capital subscribed for the funds of
legal reservation; b) For remuneration of the Board of Directors and Trustees in
such case; c) For dividends of the preferred stocks, with priority the unpaid
cumulatives; d) The surplus, in whole or partially, to additional participation
of the preferred stocks and to a dividend of the ordinary stocks, or to funds
for contingency or preservation reserve or to a new account or to a consignment
determined by the Meeting. The dividends are to be paid in proportion to the
respective participations, within the year of its authorization.

ARTICLE 17: The winding-up of the Corporation may be effected by the Board of
Directors or by the liquidator or liquidators appointed by the Meeting, under
the observation of the Trustee or Trustees in such case. Having paid the
liabilities and, reimbursed the capital, the surplus shall be distributed among
the shareholders, with the preferences mentioned in the preceding article.
Subscription and Payment of the Capital Stock: The Capital Stock is subscribed
and paid as follows: Juan Ernesto Cambiaso subscribes six hundred (600) non
endorsed ordinary registered shares, with a nominal value of ten (10) dollars
and of one vote each one, that's to say $ 6,000, and pays cash the 25%, that's
to say $ 1,500; and Luis Maria Gonzalez Lanuza subscribes six hundred (600) non
endorsed ordinary registered shares, with a nominal value of ten (10) dollars
and of one vote each one, that's to say $ 6,000, and pays cash the 25%, that's
to say $ 1,500. The surplus shall be paid within two (2) years. Appointment of
the Board of Directors: President : Juan Ernesto Cambiaso; Substitute Director:
Luis Maria Gonzalez Lanuza. The appraisers hereby accept the posts for which
they were appointed. Authorized: It is conferred SPECIAL POWER to the Directors
and/or to the doctors Alfredo Miguel O'FARREL Marcos BENEGAS LYNCH Maria
Alejandra FERRARI JASO and /or Sebastian Martin IRIBARNE, individually,
concomitantly or alternately, indistinctively, to accept or propose
modifications, to sign rectifying or complementary deeds, to carry out and
withdraw deposits of capital, to answer hearings, to take steps to be approved
by the control and register authority, to sign and seal books and specially set
the social domicile according to the General Resolution of the General
Inspection of Justice number 6/80 Article 16, clause a. And the appraisers go on
saying: According to the stipulated resolution, the social domicile will be at
Carlos Pellegrini 887, third floor, Buenos Aires. For the present deed it is
paid $120 (one hundred twenty) regarding Stamp Duty Tax, that will appear in the
corresponding Affidavit. READ AND APPROVE this present deed by the appraisers,
they sign in agreement, before me, I testify.

There appears four illegible signatures and a seal that reads ALVARO GUTIERREZ
ZALDIVAR, Notary Public, Register 2101.



NOTARIAL ORDER. Law 12.990. Sign and seal. Notary Public Association. Capital
Federal. Argentine Republic. On the right margin there is an illegible seal and
a number B000941509. It is in agreement with the original copy that is in leaf
924 of the Notarial Registry N(degrees) 374 of this Capital Federal, authorized
by the Notary Public Doctor Alvaro Gutierrez Zaldivar for the Corporation. As
Notary Public of this Registry I issue the present Copy in (five) photocopy/ies
and the present sheet that I seal and sign in Buenos Aires on the sixteenth day
of the month of July 1992. There appears an illegible seal and signature.
GENERAL INSPECTION OF JUSTICE. PAGE 1. Official Proceeding 00291. Description:
Incorporation Tram. Prequalified. Tram number. Correlative number 1559393.
Corporation ULTRAPETROL. Before. Inscribed in this Registry under number 7542 of
book 111, section A of SA. Deed/s 290 and 260. And/or private instruments.
Buenos Aires 8/14/92. There is an illegible signature and a seal that reads
Guillermo C. Rojas. Chief of the Registry Department. General Inspection of
Justice. Another seal reads certified copy/ies T 003108024. It appears an
illegible signature and a seal that reads Ricardo Mihura de Estrada. Register
4669. Notary Public. NOTARIAL ORDER. Law 404. Sign and seal. Notary Public
Association. Capital Federal. Argentine Republic. On the right margin there is a
number T 003108024. Buenos Aires, September 7th, 2004. As Notary Public HOLDER
OF THE NOTARIAL REGISTRY 137 CERTIFIES that the enclosed document, issued in 7
leaf/ves, that I sign and seal, is/are a true copy/ies of its original, I have
before me, I testify..

There is an illegible signature and a seal that reads Ricardo Mihura de Estrada.
Register 4669. Notary Public.

I, MARIA CRISTINA TOUBES, a Public Translator in the Argentine Republic, duly
admitted and sworn, do hereby certify the foregoing to be a true and accurate
translation into English of the document in Spanish I have before me, and
hereunto annexed. Done and signed in Buenos Aires, this sixteenth day of
November, 2004.

ES TRADUCCION FIEL al idioma ingles de una fotocopia del documento original
redactado en espanol que he tenido a la vista y al cual me remito. EN FE DE LO
CUAL estampo mi firma y sello en la Ciudad de Buenos Aires, a los 16 dias del
mes de noviembre de 2004.



TRADUCCION PUBLICA.

On the left there is a seal that reads Notary Public Association. Capital
Federal. Argentine Republic. Original Record of Deeds. Law 12.990. Sign and
seal. It appears a number 1181. one thousand one hundred eighty one. There are
three illegible signatures and one illegible seal. It appears A 039683561 up to
A 039683562 in the last page. There are three stamped seals. one is a number
57780, another number 2. Another that reads Notary Public Association of Capital
Federal. 3/25/98. Certification $ 010,00. Machine N(degrees) 2. The other seals
read Ricardo Mihura Seeber Notary Public. Registry 1950, Alvaro Gutierrez
Zaldivar.

AMENDMENT OF THE ARTICLE THIRD OF THE ARTICLES OF INCORPORATION. ULTRAPETROL
S.A. (in formation) PUBLIC DOCUMENT NUMBER TWO HUNDRED NINETY.

In the city of Buenos Aires, Capital of the Argentine Republic, on the fourth
(4) day of the month of August in the year one thousand nine hundred and ninety
two (1992), before me, the Authorizing Notary Public, personally appeared the
doctor Maria Alejandra FERRARI JASO, single, of legal age, resident of this
city, to me known and qualified, I testify: the person who comes for and on
behalf of and as being the representative of ULTRAPETROL S.A. (in formation),
legal status justified by the public document of the incorporation of the
corporation on the sixteenth day of the month of July of one thousand nine
hundred and ninety two (1992), written in leaf 224 of this Registry 374, that is
in pending inscription. And the appearer, in the invoke character, says: That
there are some parts of the article third of the incorporation that may be
remarkable, and that by the present she comes to modify the mentioned article,
as follows:

"ARTICLE 3: The purposes of the Corporation shall be to engage in the following
activities, in this country or abroad, on its own account, or on the account of
third parties, independently or associated to third parties, namely: a) To carry
out the management and exploitation of vessels of its own and of third parties,
as well as to act as representatives of other owners and shipowners or to engage
in other related activities, inherent or complementary to said purposes. b)
Handle the maritime, fluvial and lacustrine transportation, regular and/or not
regular, domestic or international, of cargoes; correspondence and maritime
works and services in general. c) To render training services to personnel
relative to sea navigation. d) For the above mentioned purposes and, in general,
for every activity developed in accordance with its Articles of Incorporation,
the corporation may be constituted in owner, shipowner, to hire and lease
vessels, in time charter, bareboat charter, or under any other charter to use
vessels; to engage in the activities of transportation, transshipment and
litherage operations and cargo complement; to develop loading, unloading and
stowing operations; to render towage services; to act as shipbrokers and/or
freighters, to act as maritime agents and to represent vessels of its own or of
third parties; to build and repair vessels and many apparatus, as well as to
exploit public and private franchises of any kind, to participate in bids, to
construct ports and also to operate them and represent third parties in any of
the manner used in the maritime business. e) The purchase, sale, building,
management and exploitation of real estates, urban or rural, including the
operations contemplated within the laws and rules regulating the one-floor
ownership. f) To execute all kinds of acts, representations, agencies,
commissions, consignments, business activities and management of properties,
stocks and enterprises in general. On top of this page it appears a number
1182.25. For these purposes the corporation is legally empowered to acquire
rights, enter into obligations and to perform all the acts which are not
prohibited



by law or by these articles". READ AND APPROVE this present deed by the
appraiser, she signs in agreement, before me, I testify.

There appears three illegible signatures and a seal that reads ALVARO GUTIERREZ
ZALDIVAR, Notary Public, Register 2101. At the back of the page it appears a
seal of Alvaro Gutierrez Zaldivar.

NOTARIAL ORDER. Law 12.990. Sign and seal. Notary Public Association. Capital
Federal. Argentine Republic. On the right margin there is an illegible seal and
a number B000960339. It appears the seal of Ricardo Mihura Seeber. Notary
Public. Registry 1950. It is in agreement with the original copy that is in leaf
1181 of the Notarial Registry N(degrees) 374 of this Capital Federal, authorized
by the Notary Public Doctor Alvaro Gutierrez Zaldivar for the Corporation. As
Notary Public of this Registry I issue the present Copy in 2 (two) photocopy/ies
and the present sheet that I seal and sign in Buenos Aires on the fourth day of
the month of August 1992. There appears an illegible signature and a seal Alvaro
Gutierrez Zaldivar. Notary Public. Registry 2101. GENERAL INSPECTION OF JUSTICE.
PAGE 1. Official Proceeding 00291. Description: Incorporation Tram.
Prequalified. Tram number. Correlative number 1559393. Corporation ULTRAPETROL.
Before. Inscribed in this Registry under number 7542 of book 111, section A of
SA. Deed/s 290 and 260. And/or private instruments. Buenos Aires 8/14/92. There
is an illegible signature and a seal that reads Guillermo C. Rojas. Chief of the
Registry Department. General Inspection of Justice. Another seal reads certified
copy/ies under notary seal N(degrees) T 003234566. It appears an illegible
signature and a seal that reads Ricardo Mihura Seeber. Register 1950. Notary
Public. NOTARIAL ORDER. Law 404. Sign and seal. Notary Public Association.
Capital Federal. Argentine Republic. On the right margin there is a number T
003234566. Buenos Aires, October 29th 2004. As Notary Public HOLDER OF THE
NOTARIAL REGISTRY 137 CERTIFIES that the enclosed document , issued in 4
leaf/ves, that I sign and seal, is/are a true copy/ies of its original, I have
before me, I testify.

There is an illegible signature and a seal that reads Ricardo Mihura Seeber.
Register 1950. Notary Public.

I, MARIA CRISTINA TOUBES, a Public Translator in the Argentine Republic, duly
admitted and sworn, do hereby certify the foregoing to be a true and accurate
translation into English of the document in Spanish I have before me, and
hereunto annexed. Done and signed in Buenos Aires, this sixteenth day of
November, 2004.

ES TRADUCCION FIEL al idioma ingles de una fotocopia del documento original
redactado en espanol que he tenido a la vista y al cual me remito. EN FE DE LO
CUAL estampo mi firma y sello en la Ciudad de Buenos Aires, a los 16 dias del
mes de noviembre de 2004.



TRADUCCION PUBLICA.

On top of each page except for the final two there is a seal that reads Notary
Public Association. Capital Federal. Argentine Republic. Original Record of
Deeds. Law 12.990. Sign and seal. On the left of the first page it appears a
number 3446. three thousand four hundred forty six. There are two illegible
signatures and one seal that reads RICARDO MIHURA SEEBER, REGISTER NUMBER 1950;
and another seal that reads BERNARDO MIHURA DE ESTRADA, REGISTRY NUMBER 4669 and
one illegible seal. It appears A 043190816 up to A 043190826 in the last page.

AMENDMENT OF THE INCORPORATION. ULTRAPETROL S.A. DEED NUMBER SIX HUNDRED AND
THREE

In the city of Buenos Aires, Capital of the Argentine Republic, on the
fourteenth (14) day of the month of November in the year one thousand nine
hundred and ninety four (1994), before me, the Authorizing Notary Public,
personally appeared to me known: Mr. Manuel Lucio TORINO, Argentine, married,
holder of the Identity Card of the Federal Police number 6,302,298, domiciled at
Sarmiento 811, 6th floor of this city, of legal age, he is an authorized person
and to me known, I testify; and that he comes for and on behalf of the
corporation called "ULTRAPETROL S.A." as the Chairman of its Board of Directors
and is duly qualified for this act, according to the following:

  FIRST.- The existence of the corporation with its Articles of Incorporation
and later amendment, subscribed by deeds dated on the sixteenth day of July of
1992 and on the fourth day of August of 1992, before the notary public Alvaro
Gutierrez Zaldivar to the leaves 924 and 1181 of the Notarial Registry 374, that
in their evidences, inscribed together in the Public Registry of Commerce of the
General Inspection of Justice on the fourteenth day of August of 1992 under
number 7542 of the Book 111, Section A of Corporations, I have before me for
this act and in a copy certified by me are enclosed to the leaf 1090, original
record of deed of the year 1992 of this Registry, which I refer, ATTESTING: a)
That there exists another amendment of the articles of incorporation, done by
the Meeting on the twenty first day of July of 1992 and recorded in a protocol
on the twenty second day of 1992, leaf 947 of the same notary public, lately
approved by the Meeting on the thirtieth day of September 1992, that according
to what the appraiser says it is not inscribed in the General Inspection of
Justice and that, as it can be seen hereinafter has been discontinued; b) that
the corporation has judicial capacity for this act, and it is directed and
managed by a Board of Directors of 5 members, with one year term of office,
among which one Chairman and maybe one Vicechairman have to be chosen, being the
legal representation on charge of the Chairman or Vicechairman in its case, or
two directors working together; c) that the capital stock is $12,000.- totally
subscribed or integrated.-

  SECOND.- The election of the appraiser as President of the corporation derives
from the Meeting of the thirty first day of January 1994 and of the meeting of
the Board of Directors on the fifteenth day of February of 1994, whose acts,
sealed respectively on leaves 52 to 54 and on leaves 48 and 49 of the Books of
Acts of Assemblies and Board of Directors, sealed by the General Inspection of
Justice on the thirty first day of August 1992 under numbers C 5822 and C 5823,
I have before me for this act and in a copy certified by me I enclosed to the
leaf 2855, original record of deed of the year 1994 of this Registry, which I
refer to.- and

  THIRD.- The authorization for this act is according to the resolutions of the
Special Meeting on the twenty seventh day of December of 1993, whose minutes
will be describe completely hereinafter.- it STIPULATES: that the corporation
that represents in its Ordinary and Special General Meeting celebrated on the
twenty seventh day of December of 1993 decided TO SUSPEND the modifications
incorporated to the Articles of Incorporation of the Special Meeting



on the twenty first day of July of 1992, confirmed by the Special Meeting on the
thirtieth day of September of 1992, whose conformation by the control authority
is still pending; TO MODIFY THE NOMINAL VALUE OF THE SHARES; TO INCREASE THE
CAPITAL STOCK AND TO REFORM COMPLETELY THE ARTICLES OF INCORPORATION OF THE
CORPORATION.- The foregoing is stipulated in the act of the mentioned Meeting,
sealed on leaves 35 to 51 of the mentioned Book of Acts, that shall be furtherly
transcribed, after the entry corresponding to this Meeting of the Book of Stock
Deposits and Register of Assistance to General Assemblies number 1, sealed by
the General Inspection of Justice on the thirty first day of August of 1992
under number C5824.- The appraiser adds that this act LEGALIZES THE PUBLIC DEED
of the amendment introduced to the Incorporation of the Corporation by the
mentioned Meeting, and requests from the authorized person the transcription in
this Registry on my behalf of the Entry of the Assistance Registry and the
sealed Act of the mentioned Meeting, as well as the issuing of the copies,
edict, expert's reports and other documentation necessary to enable the design
of the amendments and their inscription, expressly authorizing the subscriber to
do so. As required, the following transcriptions are done: "ORDINARY AND SPECIAL
GENERAL MEETING ON THE TWENTY SEVENTH DAY OF DECEMBER OF 1993.- Serial Number.
Date. Year 1993. Day. Month. SHAREHOLDER. (Complete Name and Surname) (Identity
Document) (Domicile) Societe International D'Investissement. REPRESENTATIVE.
(Complete Name and Surname) (Identity Document) (Domicile). Eduardo Magarinos.
National Identity Document 7,604,420. Sarmiento 811. fifth floor. AMOUNT OF
SHARES OR CERTIFICATES. Class C 240. CAPITAL $ 2,400. Number of votes 240.
SIGNATURES (there is a signature) Serial Number. Date. Year 1993. Day. Month.
SHAREHOLDER (Complete Name and Surname) (Identity Document) (Domicile) Societe
International D'Investissement. REPRESENTATIVE. (Complete Name and Surname)
(Identity Document) (Domicile). Eduardo Magarinos. National Identity Document
7,604,420. Sarmiento 811. fifth floor. AMOUNT OF SHARES OR CERTIFICATES. Class D
240. CAPITAL $ 2,400. Number of votes 240. SIGNATURES (there is one signature)
Serial Number. Date. Year 1993. Day. Month. SHAREHOLDER (Complete Name and
Surname) (Identity Document) (Domicile) Societe International D'Investissement.
REPRESENTATIVE. (Complete Name and Surname) (Identity Identification)
(Domicile). Eduardo Magarinos. National Identity Document 7,604,420. Sarmiento
811. fifth floor. AMOUNT OF SHARES OR CERTIFICATES. Class E 240. CAPITAL
$2,400. Number of votes 240. SIGNATURES (there is one signature) Serial Number.
Date. Year 1993. Day. Month. SHAREHOLDER (Complete Name and Surname) (Identity
Document) (Domicile) Marine Financial Investment Corp. REPRESENTATIVE. (Complete
Name and Surname) (Identity Document) (Domicile) Betina Di Croce. National
Identity Document 14,464,127. Suipacha 1111. eighteenth floor. Capital Federal.
AMOUNT OF SHARES OR CERTIFICATES. Class A 240. CAPITAL $ 2,400. Number of votes
240. SIGNATURES (there is one signature) Serial Number. Date. Year 1993. Day.
Month. SHAREHOLDER. (Complete Name and Surname) (Identity Document) (Domicile)
Sociedad Anonima de Navegacion Petrolera (SONAP). REPRESENTATIVE. (Complete Name
and Surname) (Identity Document) (Domicile). Betina Di Croce. Identity National
Identification 14,464,127. Suipacha 1111. eighteenth floor. Capital Federal.
AMOUNT OF SHARES OR CERTIFICATES. Class B 240. CAPITAL $ 2,400. Number of votes
240. SIGNATURES (there is one signature) (TOTAL) AMOUNT OF SHARES OR
CERTIFICATES. 1,200. CAPITAL $ 12,000. NUMBER OF VOTES 1,200. This Register has
been filed at twelve on the twenty



seventh day of December of 1993, before three shareholders, all represented,
with a total of 1,200 shares which represent a capital of $ 12,000 and give
rights to 1,200 votes. (there is a signature).- ACT NUMBER 7.- In the city of
Buenos Aires, on the twenty seventh day of December of 1993, in the headquarters
of the corporation there is a meeting in Special and Ordinary Meeting of the
shareholders of ULTRAPETROL S.A. that are registered and sign the leaf 8 of the
Book of Share Deposits and Assistance Register to Assemblies N(degrees) 1, being
three, all duly represented, with a total of 1,200 shares, representing
$12,000.- of capital, the 100%, and give rights to 12,000 votes. At 10 the
meeting is opened being chairman Mr. Felipe Menendez and without the assistance
of the Justice Inspector, certifying that the communications stipulated by
article 238 of Law 19,550 presented to all shareholders have been received.
After that the President informs to the present shareholders the following
Agenda: 1) Considerations of the resolutions of the Special Meeting celebrated
on the twenty first day of July of 1992, approved by Special Meeting on the
thirtieth day of September of 1992 and its eventual reconsideration; 2)
Modification of the nominal value of the shares; 3) Increasing of the Capital
Stock up to six million eighty hundred sixteen thousand ninety hundred and
eighty pesos ($ 6,816,980); 4) Total Reform of the Incorporation of the
Corporation; 5) Appointment of the members of the Regulatory Commission; 6) To
confer the necessary authorizations to carry out the stipulated; 7) Appointment
of two shareholders to approve and sign the act. There follows the analysis of
the first item of the Agenda: Considerations of the resolutions of the Special
Meeting celebrated on the twenty first day of July of 1992, approved by Special
Meeting on the thirtieth day of September of 1992 and its eventual
reconsideration: The President expresses that the amendment of the articles of
incorporation decided by the Special Meeting on the twenty first day of July of
1992 (Act N(degrees) 1) and approved by the Special Meeting on the thirtieth day
of September of 1992 (Act N(degrees) 3) is still not inscribed in the General
Inspection of Justice while some amendments were questioned. Lately, due to the
incorporation of new shareholders to the Corporation, it was necessary to carry
out new modifications that are still not approved. Thus, and regarding the
shareholders' intention of amending again the incorporation, the resolutions
taken in the Special Meeting on the twenty first day of July of 1992 (Act
N(degrees) 1) and in the first item of the Special Meeting on the thirtieth day
of September of 1992 (Act N(degrees) 3) shall be null and void, and this
circumstance shall be communicated to the corresponding entity. After discussing
the above mentioned, the shareholders unanimously accept the Chairman's report,
considering the resolutions in the Special Meeting on the twenty first day of
July of 1992 and in the first item of the Special Meeting on the thirtieth day
of September of 1992 null void , being the valid incorporation the one that is
inscribed in the Public Registry of Commerce on the fourteenth day of August
1992, with the N(degrees) 7542 of the Book 111, Section A of the Corporations.
The second item of the Agenda: Modification of the nominal value of the shares
in circulation: Mr. Chairman speaks and says that it is convenient to modify the
nominal value of the shares, now from $10 to $1. After discussing it, those
attending the meeting unanimously accept to modify the nominal value of the
shares in circulation from $10 to $1, cancel the whole of the stock certificates
in circulation, and issue new stock certificates according to the new nominal
value, being the Board of Directors in charge of putting in force the already
mentioned. Third item of the Agenda: Increase of the Capital Stock up to six
million eight hundred and sixteen thousand nine hundred and eighty pesos ($
6,816,980) the shareholders unanimously resolve, for the best fulfillment of the
social objective, increase the capital stock in six million eight hundred and
four thousand nine hundred and eighty pesos ($



6,804,980), thus from the amount of $12,000 to $6,816,980 capital stock
investing the irrevocable contributions made by the shareholders the twenty
third day of July 1992, the sixteenth day of June 1993 and the thirtieth day of
November 1993 to the nominal value of their respective payment for an amount the
same as the one of the increase resolved, in proportion to their respective
payments. By virtue of what has been resolved, considering the second item of
the Agenda, the shareholders unanimously accept to issue the whole of the
capital stock of $6,816,980, that is 6,816,980 non endorsed registered common
stocks of $1 nominal value and with the right to one vote each, being the Board
of Directors in charge of the issuing. The issuing of the corresponding stock
certificates in favor of the shareholders shall be in proportion to their
present holding. The fourth item of the Agenda: Total Reform of the
Incorporation of the Corporation: the shareholders shall consider the need for
the integral reform of the current incorporation of the corporation, since the
amendment proposed that includes the modification of the articles and the
inclusion of new ones is very long and complex, changing in that way the
original order, it is unanimously resolved to completely adopt and approved the
new text that follows:

"ARTICLE 1: The name of the corporation is "ULTRAPETROL S.A." and its legal
domicile is in the city of Buenos Aires.

ARTICLE 2: Its duration is of ninety nine years from the date of its
incorporation.

ARTICLE 3: The purposes of the Corporation shall be to engage in the following
activities, in this country or abroad, on its own account, or on the account of
third parties, independently or associated to third parties, namely: a) To carry
out the management and exploitation of vessels of its own and of third parties,
as well as to act as representatives of other owners and shipowners or to engage
in other related activities, inherent or complementary to said purposes. b)
Handle the maritime, fluvial and lacustrine transportation, regular and/or not
regular, domestic or international, of people or of cargoes; correspondence and
maritime works and services in general. c) To render training services to
personnel relative to sea navigation. d) For the above mentioned purposes and,
in general, for every activity developed in accordance with its Articles of
Incorporation, the Corporation may be constituted in owner, shipowner, to hire
and lease vessels, in time charter, bareboat charter, or under any other charter
to use vessels; to engage in the activities of transportation, transshipment in
unloading operations and cargo complement; to carry out loading activities,
unloading and stowing operations; to render towage services; to act as
shipbrokers and/or freighters, to act as maritime agents and to represent
vessels of its own or of third parties; to build and repair vessels and naval
appliances, as well as to exploit public and private franchises of any kind, to
participate in public bids, to construct ports and also to operate them and
represent third parties in any way used in the maritime business. e) The
purchase, sale, building, management and exploitation of real estates, urban or
rural, including the operations contemplated within the laws and rules
regulating the one-floor ownership. f) To execute all kinds of acts,
representations, agencies, commissions, consignments, business activities and
management of properties, stocks and enterprises in general. For these purposes
the corporation is legally empowered to acquire rights, enter into obligations
and to perform all the acts which are not prohibited by law or by these
articles.

ARTICLE 4: The Capital stock is six million eight hundred and sixteen thousand
nine hundred and eighty pesos (6,816,980), represented by 6,816,980 shares with
a nominal value of $1 each.

ARTICLE 5: The shares shall be registered shares, may be endorsed or not,
ordinary or preferred. The latter shares shall be entitled to a preferential
payment of dividend which may be cumulative or not, pursuant to the conditions
of issue. An additional profit may also be



fixed to them. The ordinary shares shall be divided in five (5) classes A, B, C,
D, and E. Each class shall represent a 20% of the social stock.

ARTICLE 6: Each ordinary share issued is entitled to one (1) to five (5) voting
rights, as determined while the initial capital is subscribed and opportunely
when it is so increased by the Meeting. The preferential shares may be issued
with or without voting right.

ARTICLE 7: The stock certificates and the provisional certificates issued shall
contain the specifications and data required by Article 211 of Law 19,550.
Certificates representing more than one (1) share may be issued.

ARTICLE 8: In case of arrearages to integrate the capital stock, The Board of
Directors is empowered to proceed in accordance with any of the proceedings
allowed by Article 193 of Law 19,550.

ARTICLE 9: For the transfer of shares, the shareholders shall meet with the
following provisions: 9.1: the shareholders shall have the preferential right to
acquire the shares of the other shareholders and said requirement must be stated
in the stock certificates issued by the Corporation, which shall read as
follows: "In order to be transferred, the shares are to be offered first to the
other shareholders, in the way stated in the By-laws of the Corporation ". In
order to exercise this preferential right the shareholders must follow these
regulations: (i) For the purposes of the preferential rights, shares class A and
B are considered as a single class, except if they are considered to have
individual rights in the present by-laws. Shares classes C, D and E are also
considered as a single class. (ii) There shall be no partial offer of sale of
shares of one class. Every offer must be made for all the shares representative
of the class opened by the seller shareholder. (iii) If the seller were the
shareholder of Class A shares, the shareholder of Class B shares must offer them
for sale in the same conditions offered by the shareholder of Class A shares,
and the said preferential right may only be jointly exercised by the
shareholders of Classes C, D and E. In case of the exercise of this preferential
right by the shareholders of Classes C, D and E jointly, they shall acquire the
total shares jointly offered by the shareholders of Classes A and B, being
unable to acquire shares from only one of the shareholders of Classes A and B.
(iv) If the seller were the Class B shareholder, this preferential right shall
be exercised, in the first place, by the Class A shareholders. If the Class A
shareholders are not willing to exercise their preferential right, this right
may be jointly exercised by the shareholders of Classes C, D and E, but the
Class A shareholder shall be entitled to offer for sale together with the Class
B and in the same terms and conditions, their shareholdings to the shareholders
of Classes C, D and E, who, in case of exercising their preferential right, must
jointly acquire the Classes A and B shares offered for sale. (v) If Classes C, D
or E were the property of different shareholders, and one of the m were the
seller of his shareholding, he shall offer them to the shareholders of Classes
C, D and E who were not sellers. If they were both interested in buying the
shares on sale, they shall jointly acquire them and in the same proportion. If
one of them were interested in the purchase, he shall acquire the whole of the
shares on sale. If two of the shareholders of shares Classes C, D or E were
sellers, they shall jointly offer their shares for sale to the remaining
shareholders of shares Classes C, D or E, so that they exercise their
preferential right, who can buy both Classes or just one. If those having the
right according to this clause shall not exercise their preferential right, then
the seller shareholder/s shall offer their shareholdings for sale in the same
conditions to the shareholders of Classes A and B jointly so that they can
exercise their preferential right. If the shares Classes C, D or E belong to one
shareholder and seller, he shall offer for sale the whole of his shareholding
without being able to offer for sale in a partial way some of the Classes of
shares that he holds. The purchase preference can only be exercised by the
shareholders of Classes A and B jointly, who shall jointly



buy all the shares of Classes C, D and E for sale, without being able to buy the
shares of only one Class. 9.2: Whenever a shareholder wishes to totally or
partially transfer his shares, he shall firstly offer them for sale to the other
shareholders pursuant to the provisions of 9.1, and must so notify it to the
Chairman of the Board of Directors and to the shareholder entitled to the
preferential right as to the transfer he wants to carry out, the price and other
terms of the operation (which in all cases shall be cash) and the whereabouts of
the person to whom he intends to transfer his hares, so that the shareholders
entitled to the preferential right may exercise their right and purchase all
said shares. This right must be exercised within the thirty (30) days upon
receipt of the notification of the decision to sell. The answer must be given in
writing and shall be notified in the same way to the Chairman of the Board of
Directors and to the seller shareholder. If no answer is received from the
shareholder entitled to the preferential right, it shall be understood that he
rejects the offer. In those cases in which the preferential right corresponds
successively to more than one shareholder, and the first shareholder does not
exercise his preferential right, in the same way and in the same term, the
seller shareholder must notify to the subsequent shareholder with preferential
right so that he may exercise his right. 9.3: If the shareholder with
preferential right had accepted timely and formally the offer, the transferor
shareholder must deliver the shares within the thirty (30) days after the date
of the notice of the acceptance given by the acquiring shareholder, who shall
comply with the purchase conditions. 9.4: The exercise of the preferential right
is to be made for all the shares offered. If the term for the shareholders to
exercise the said right is elapsed, the Chairman of the Board of Directors shall
so advise to the shareholder who informed of this decision to transfer his
shares that he may transfer the said shares to the offering third party
identified in the original notice and in the price and under the conditions
indicated therein. If the latter transfer is not completed within the term of
thirty (30) days after receipt of the notice from the president, which transfer
is to be entered into the respective registry books of the Corporation, then the
seller shareholder must again follow the procedure set forth in the provisions
of this Clause 9 and the corresponding shareholders shall recuperate their
preferential right over the said shares. 9.5: The acquisition of the shares of
the corporation, of the By-laws, of the resolutions adopted by the Meeting of
Shareholders and of the agreements of the shareholders, which shall be expressly
declared by the acquiring shareholder in the corresponding agreement of
acquisition. 9.6: The shareholders of the corporation being corporate bodies may
freely transfer their shares, without being subject to the foregoing proceeding,
whenever the transfer is made to a controlled or controlling corporation of the
transferor shareholder corporation, being a controlled or controlling
corporation when the holding relation of the block of shares among those
involved is no less than 80% (eighty per cent). In all cases, in order to
transfer the shares, the shareholder that wants to transfer shall formally give
notice by any means to the President of the Corporation of his intention to
transfer his shares to the controlled or controlling corporation, notice which
must accompany all corporate documents necessary to evidence the corporate
status of the corporation to which they pretend to transfer their shares. In any
event, in the contract purchase-sale of shares or in the instrument whereby they
are transferred, the acquiring corporation must expressly declare that they
observe, approve and are bound by the Articles of Incorporation, the By-laws and
by the agreements adopted by the Meeting of Shareholders and by the agreement of
the existing shareholders. 9.7: Any notices to be made by authentic means shall
be deemed to have been made on the same day they are delivered by the Post
Office, and the term for delivery shall start on the third day after



the said date if the address of the sender is in the Argentine Republic, or on
the sixth day if the address is abroad. If the notice is given in person through
notary public, the term for delivery shall start the day after the notarial
notice is made. 9.8: The preceding provisions referring the preferential right
to purchase shall not apply when the Board of Directors unanimously approved the
transfer by approval of its five members. 9.9: Only the transfers of shares
which meet with the preceding provisions of these Articles of Incorporation
shall be entered into the Stock Registry Book of the Corporation. 9.10: If the
application of articles 9.1 (iii) and 9.1 (iv) resulted in a third party
acquiring shares Class A and/or B the Clauses Eleventh and Sixteenth of these
Articles of Incorporation shall automatically be null and void, and from that
moment the relation between the shareholders shall be regulated by the Corporate
Law. The seller shareholders shall be bound to include in the respective
contract a clause expressly stating this provision. This clause shall not be
applicable to other transfers of shares nor to those defined in article 9.6 even
though the transfers of Class A and/or B are affected.

ARTICLE 10: By resolution adopted at a Special Meeting of Shareholders, the
corporation may hereinafter issue debentures, negotiable instruments and any
other evidence of indebtedness for its private or public investment, within the
country or abroad, in the conditions of price, interests and depreciation which
may be deemed by the Meeting and subject to the standing legal provisions. The
above mentioned certificates may be issued in national or foreign currency with
collateral, common or special guaranty.

ARTICLE 11: The Corporation shall be managed by a Board of Directors formed by
five (5) members, one (1) for each Class of shares who shall hold their office
during the term of one (1) year. The Meeting is to designate substitute members
in equal number than the principal members and to hold their office during the
same term in order to fill the vacancies created in each class. At their first
meeting, the members of the Board of Directors must appoint one Chairman and one
Vice-chairman; the latter replaces the first in case of absence or inability.
The Board of Directors shall act with the presence of at least four (4) of its
members, and resolutions shall be adopted by the votes of its four (4)
directors. The Presidency of the Board of Directors shall correspond
alternatively to the Classes A and B for one term, and to the Classes C, D and E
the following term and thus subsequently. The vice-presidency shall correspond
to the Class which is not holding the office of the presidency.

ARTICLE 12: The Directors must give a guarantee in cash of $ 1,000.

ARTICLE 13: The Board of Directors have full power to manage and dispose of the
properties, including those which by law require special powers of attorney
according to Article 1881 of the Civil Code and Article 4 of Decree Law
N(degrees) 5965/63. Consequently, they may enter into all kinds of legal
proceedings on behalf of the Corporation for the performance of the purpose
thereof, to deal with all and any financial institution and/or o public or
private banks within the country or abroad; to establish agencies, branches or
other type of representations within the country or abroad; proceed with the
purchase, sale, exchange, lease in all types of arrangements as time charter,
voyage or bareboat, leasing, renting, import of all types of goods, supply and
assignment of vessels, their spare parts and appliances, accessories, materials
and supplies, mediation in the consideration of the insurance to cover the risks
for the services agreed and those covering the properties of the corporation of
those hired by it or the risks for third parties which might be caused by these
properties, all kinds of commercial operations normally carried out in ports; to
contract obligations, to acquire, dispose of and mortgage vessels and other
personal and real estate properties, facilities and in general all kinds of
rights and abandon vessels and other properties of the Corporation in favor of
underwriters, of the National



State or of any other third party if it is deemed convenient to the interests of
the Corporation, as well as to carry out all the industrial operations,
commercial transactions and contracts directly or indirectly related to the
purposes of the Corporation; to carry out credit operations with or without
expressed warranty; to contract debentures or any other debt certificate, aimed
at facilitating its normal operational development for the performance of
related activities, accessory and complementary to those constituted by its main
purposes, to enter into agreements of temporary association for commercial
purposes without formal partnership, of "Union Transitoria de Empresas " and of
"Agrupacion de Colaboracion Empresaria "; to grant to one or more persons
special judicial powers of attorney, including for criminal complaint, or
extrajudicially with the purpose and extension deemed convenient, and to engage
in any other act of disposition, investment, management and development related
and beneficial to the purposes of the corporation. The legal representation of
the Corporation shall be the President of the Board of Directors or the
Vice-president in case of absence or inability. In case of absence of the
Chairman and of the vice-chairman, the legal representation of the company shall
be jointly held by two directors, one being of the Class A and B Shares and the
other director of the Class C, D or E shares (being a substitute in case the
third substitute director is absent).

ARTICLE 14: The control of the Corporation shall be in charge of a Control
Commission made of three trustees chosen by the Shareholders' Meeting for one
year. The Meeting shall annually appoint a Regular Trustee or a Substitute
Trustee, to hold their office during the term of one (1) year. The Control
Commission shall meet at least once every three months, formed by the presence
of all of its members shall take decisions with the majority of the present
votes. Its members shall attend the meetings of the Board, and shall be
represented there by one or more of its members.

ARTICLE 15: Any Meeting shall be summoned according to Article 237 of Law
19,550, without detriment to the stipulated there for the case of unanimous
Meeting.

ARTICLE 16: The quorum of the Ordinary Meeting, both in the first and second
notice, shall be that of the Article 293 of the Corporation Law. Its resolutions
in both cases shall be taken by the 80% of the shares with the right to vote
that are present. The quorum and the majority of the Special Assemblies shall
be, both in the first and second notice, of the 80% of the shares in circulation
with a voting right. For the Ordinary Meeting, the second notice shall not be
carried out before ten days from the date of the first notice. Any Meeting,
Ordinary and/or Special, shall be held with a previous notice for the
shareholders with at least ten (10) days in advance from the date of the meeting
without detriment to the article 237 of the Law 19,550. The notice shall be sent
to the domiciles of the shareholders that appear in the Book of Registry of
Shares.

ARTICLE 17: the fiscal year ends on the thirty first (31) day of December of
each year. At that time the financial statement shall be prepared in accordance
with standing accounting and technical principles commonly in use. The Meeting
may amend the fiscal year ending by the record of pertinent resolution at Public
Registry of Commerce Office. The net and taken profits shall be consigned as
follows: a) Five (5) per cent, to reach up to twenty per cent (20%) of the
capital subscribed for the funds of legal reservation; b) For remuneration of
the Board of Directors and Trustees in such case; c) For dividends of the
preferred stocks, with priority the unpaid cumulative; d) The surplus, in whole
or partially, to additional participation of the preferred stocks and to a
dividend of the ordinary stocks, or to funds for contingency or preservation
reserve or to a new account or to a consignment determined by the Meeting. The
dividends are to be paid in proportion to the respective participations, within
the year of its authorization.

ARTICLE 18: The winding-up of the



Corporation may be effected by the Board of Directors or by the liquidator or
liquidators appointed by the Meeting, under the surveillance of the Trustee or
Trustees in such case. Having paid the liabilities and, reimbursed the capital,
the surplus shall be distributed among the shareholders, with the preferences
mentioned in the preceding article". Mr. Chairman states that the Meeting is
ordinary puts into the shareholders'consideration the fifth item of the Agenda:
Appointment of the members of the Control Commission. After a short discussion,
it is unanimously decided to appoint for one year as regular members Messrs.
Alberto G. Deyros; Juan Carlos Pitrelli and Horacio Calo. As alternate members
Messrs. Manuel Cerdeira, Pablo Clusellas and Jorge Jose Alvarez. The sixth item
of the Agenda: Give the necessary authorizations to implement the following: It
is unanimously resolved to authorize Doctors Juan Ernesto Cambiaso, Alfredo
Miguel O'Farrell, Luis Maria Gonzalez Lanuza, Marcos J. Benegas Lynch, Maria
Alejandra Ferrari Jaso, Isabela Pucci and/or Agustin R. Miguens so that any of
them may carry out the dealings to obtain the inscription of the present
resolutions in the Public Registry of Commerce or where appropriate, to sign
rectifying or complementary deeds of the public or private instruments that were
granted, being presented before the General Inspection of Justice or any other
administrative, judicial, national, provincial or municipal authority of this
Republic, due to problems related to the corporation, presenting claims and
requests, claim and abandon this right and of any other legal resource and carry
out all the dealings for the present authorization. The seventh item of the
Agenda: Appointment of two shareholders to approve and sign the act. Mr.
Menendez speaks and advises that all the shareholders should sign the
incorporation, which is unanimously approved. With no further points to discuss,
the meeting is adjourned at 13 hours. (Signatures) IT IS A TRUE COPY, I testify.
READ to the party hereto, its content is approved and in agreement, before me, I
testify. There follows some illegible words and 6.816.980.

There appear two illegible signatures and a seal that reads RICARDO MIHURA
SEEBER NOTARY PUBLIC, REGISTER 1950.

NOTARIAL ORDER. Law 12.990. Sign and seal. Notary Public Association. Capital
Federal. Argentine Republic. On the right margin there is an illegible seal and
a number C000276987. It is in agreement with the original copy that is in leaf
3446 of the Notarial Registry N(degrees) 137 of this Capital Federal, authorized
by Ricardo MIHURA SEEBER for THE CORPORATION. As Notary Public of this Registry
I issue the present Copy in 11 (eleven) photocopy/ies and the present sheet that
I seal and sign in Buenos Aires on the fifteenth day of the month of November
1994. There appears an illegible signature and seal RICARDO MIHURA SEEBER,
NOTARY PUBLIC, REGISTER 1950. GENERAL INSPECTION OF JUSTICE. PAGE 1. Official
Proceeding 00431, 01370. Description: Increase of capital Prequalified dealing.
Modification of By-laws. Order number 1559393. Corporation ULTRAPETROL. Before.
Inscribed in this Registry under number 7021 of book 117, section A of SA.
Deed/s 603. And/or private instruments. Buenos Aires 8/7/95. Press
simultaneously "Change" and "Print Page" to print, then enter. Count :* 0. There
is an illegible signature and a seal that reads GUILLERMO C. ROJAS. Chief of the
Registry Department. General Inspection of Justice. Another seal reads certified
copy/ies under notary seal No T 003121810. It appears an illegible signature and
a seal that reads BERNARDO MIHURA DE ESTRADA, REGISTRY NUMBER 4669. Notary
Public. CERTIFICATION OF REPRODUCTIONS. LAW 404. Notary Public Association.
Capital Federal. Argentine Republic. On the right margin there is a number
T 003121810. Buenos Aires, September 16th 2004. As Notary Public HOLDER OF THE



NOTARIAL REGISTRY 137 CERTIFIES that the enclosed reproduction, issued in 13
(thirteen) folio/s, that I sign and seal, is a TRUE COPY of its original, I have
before me, I testify. There is an illegible signature and a seal that reads
BERNARDO MIHURA de ESTRADA, NOTARY PUBLIC, REGISTER 4669.

I, MARIA CRISTINA TOUBES, a Public Translator in the Argentine Republic, duly
admitted and sworn, do hereby certify the foregoing to be a true and accurate
translation into English of the document in Spanish I have before me, and
hereunto annexed. Done and signed in Buenos Aires, this sixteenth day of
November, 2004.

ES TRADUCCION FIEL al idioma ingles de una fotocopia del documento original
redactado en espanol que he tenido a la vista y al cual me remito. EN FE DE LO
CUAL estampo mi firma y sello en la Ciudad de Buenos Aires, a los 16 dias del
mes de noviembre de 2004.


TRADUCCION PUBLICA.


On top of each page there is a seal that reads Notary Public Association.
Capital Federal. Argentine Republic. Original Record of Deeds. Law 12.990. Sign
and seal. On the left of the first page and on the other pages it appears a
number 582. FIVE HUNDRED AND EIGHTY TWO. There are two illegible signatures and
one seal that reads RICARDO MIHURA SEEBER, REGISTRY NUMBER 1950 and another seal
that reads BERNARDO MIHURA DE ESTRADA, REGISTRY NUMBER 4669. It appears A
049356772 up to A 049356779 in the last page.


CAPITAL STOCK INCREASE AMENDMENT OF THE INCORPORATION. "ULTRAPETROL S.A." DEED
NUMBER SEVENTY FIVE


In the city of Buenos Aires, Capital of the Argentine Republic, on the ninth (9)
day of the month of February of the year one thousand nine hundred and ninety
eight (1998), before me, the Authorizing Notary Public, personally appeared to
me known: MR. FELIPE MENENDEZ ROSS, Chilean, married, holder of the Identity
Card of the Federal Police number 8.415.593, domiciled at 986 Leandro N. Alem
Avenue, 11th floor of this city, of legal age, he is an authorized person and to
me known, I testify; and that he comes for and on behalf of the corporation
called "ULTRAPETROL S.A." as the President of its Board of Directors and is duly
qualified for this act, according to the following:


   FIRST.- The existence of the corporation with its Articles of Incorporation
and later amendment, subscribed by deeds dated on the sixteenth day of July of
1992, on the fourth day of August of 1992 and on the fourteenth day of November
of 1994 before the notary public Alvaro Gutierrez Zaldivar to the leaves 924 and
1181 of the Notarial Registry 374, and the last one before me, to the leaves
3446 of this same Registry, that in their evidences, inscribed together in the
Public Registry of Commerce of the General Inspection of Justice on the
fourteenth day of August of 1992 under number 7542 of the Book 111, Section A of
Corporations, and the last one on the seventh day of the month of August of the
year 1995 under number 7021 of the Book 117, Section A of the Corporations, I
have before me for this act and in copies certified the two first are enclosed
to the leaf 1090, original record of deed of the year 1992 of this Registry,
which I refer, ATTESTING: a) That the corporation has judicial capacity for this
act, and it is directed and managed by a Board of Directors of 5 (five) members,
with one year term of office, among which one President and maybe one Vice
President have to be chosen, being the legal representation on charge of the
President or Vice President in its case, or two directors working together; and
c) that the capital stock is $6.816.980.- totally subscribed or integrated,
represented by the same number of shares of $1 nominal value each.

   SECOND.- The election of the appraiser as President of the corporation
derives from the Meeting of the second day of February of the year 1997 and of
the meeting of the Board of Directors on the same date, whose acts, sealed
respectively on the Books of Acts of Assemblies and Board of Directors, I have
before me for this act and in a copy certified I enclosed to this deed, and

   THIRD.- The authorization for this act is according to the resolutions of the
Special Meeting on the thirtieth day of December of 1997, whose minutes will be
describe completely hereinafter.- It STIPULATES: that the corporation that
represents in its Ordinary and Special General Meeting celebrated on the
thirtieth day of December of 1997 decided to increase the Capital Stock to
$7.614.692. and



the modifications of the Articles 4, 5, 9, 11,13 and 16 of the Statute.- The
foregoing is stipulated in the act, sealed on leaves 67 to 71 of the mentioned
Book of Acts of Meeting 1, signed on the thirty first day of August of 1992
under number C 5822, that shall be furtherly transcribed, after the entry
corresponding to this Meeting of the Book of Stock Deposits and Register of
Assistance to General Assemblies number 1, sealed to folio 17 of the mentioned
book, sealed on this thirty first day of the month of August of the year 1992
under number C 5824. The appraiser adds that this act legalizes the public deed
of the amendment introduced to the Incorporation of the Corporation by the
mentioned Meeting, and requests from the authorized person the transcription in
this Registry on my behalf of the Entry of the Assistance Registry and the
sealed Act of the mentioned Meeting, as well as the issuing of the copies,
edict, expert's reports and other documentation necessary to enable the design
of the amendments and their inscription, expressly authorizing the subscriber to
do so. As required, the following TRANSCRIPTIONS are done: "ORDINARY AND SPECIAL
GENERAL MEETING ON THE THIRTIETH DAY OF DECEMBER OF 1997.- Serial Number. Date.
Year 19-. Day. Month. SHAREHOLDER. (Complete Name and Surname) (Identity
Document) (Domicile) Societe International D'Investissement. REPRESENTATIVE.
(Complete Name and Surname) (Identity Document) (Domicile). Luis Maria Gonzalez
Lanuza. National Identity Document 6.109.288. C. Pellegrini 885, 3(degrees)
floor. AMOUNT OF SHARES OR CERTIFICATES. Class C 1.363.396. CAPITAL $ 1.363.396.
Number of votes 1.363.396. SIGNATURES (there is a signature) Serial Number.
Date. Year 19--. Day. Month. SHAREHOLDER. (Complete Name and Surname) (Identity
Document) (Domicile) Societe International D'Investissement. REPRESENTATIVE.
(Complete Name and Surname) (Identity Document) (Domicile). Luis Maria Gonzalez
Lanuza. National Identity Document 6.109.288. C.Pellegrini 885, 3(degrees)
floor. AMOUNT OF SHARES OR CERTIFICATES. Class C 1.363.396. CAPITAL $ 1.363.396.
Number of votes 1.363.396. SIGNATURES (there is a signature) Serial Number.
Date. Year 19--. Day. Month. SHAREHOLDER. (Complete Name and Surname) (Identity
Document) (Domicile) Societe International D'Investissement. REPRESENTATIVE.
(Complete Name and Surname) (Identity Document) (Domicile). Luis Maria Gonzalez
Lanuza. National Identity Document 6.109.288. C.Pellegrini 885, 3(degrees)
floor. AMOUNT OF SHARES OR CERTIFICATES. Class C 1.363.396. CAPITAL $
1.363.396.. Number of votes 1.363.396. SIGNATURES (there is a signature) Serial
Number. Date. Year 19--. Day. Month. SHAREHOLDER. (Complete Name and Surname)
(Identity Document) (Domicile) Societe International D'Investissement.
REPRESENTATIVE. (Complete Name and Surname) (Identity Document) (Domicile). Luis
Maria Gonzalez Lanuza. National Identity Document 6.109.288. C.Pellegrini 885,
3(degrees) floor, Capital Federal. AMOUNT OF SHARES OR CERTIFICATES. Class C
1.363.396. CAPITAL $ 1.363.396. Number of votes 1.363.396. SIGNATURES (there is
a signature) Serial Number. Date. Year 19--. Day. Month. SHAREHOLDER. (Complete
Name and Surname) (Identity Document) (Domicile) Inversiones Los Avellanos S.A.
REPRESENTATIVE. (Complete Name and Surname) (Identity Document) (Domicile).
Bettina Di Croce. National Identity Document 14.464.127. Suipacha 1111
18(degrees) floor. Capital Federal. AMOUNT OF SHARES OR CERTIFICATES. Class A
1.363.396. CAPITAL $ 1.363.396. Number of votes 1.363.396. SIGNATURES (there is
a signature) Serial Number. Date. Year 19--. Day. Month. SHAREHOLDER.



(Complete Name and Surname) (Identity Document) (Domicile) Inversiones Los
Avellanos S.A. REPRESENTATIVE. (Complete Name and Surname) (Identity Document)
(Domicile). Bettina Di Croce. National Identity Document 14.464.127. Suipacha
1111 18(degrees) floor. Capital Federal. AMOUNT OF SHARES OR CERTIFICATES. Class
B 1.363.396. CAPITAL $ 1.363.396. Number of votes 1.363.396. SIGNATURES (there
is a signature) (TOTAL) amount of shares or certificates. 6.816.980. CAPITAL: $
6.816.980. This Registry has been filed at ten on the thirtieth day of December
of 1997, before two shareholders, all represented, with a total of 6.816.980
shares which represent a capital of $ 6.816.980 and give rights to 6.816.980
votes. (there is a signature).- SPECIAL AND ORDINARY MEETING ACT NUMBER 15.- In
the city of Buenos Aires, on the thirtieth day of December of 1997, in the
headquarters of the corporation there is a meeting of the Special and Ordinary
Meeting of the shareholders of Ultrapetrol S.A. on the terms of article 237,
third part of Law 19.550. Two shareholders are present, on representation, with
a total of 6.816.980 shares, at a nominal price of $1 each, giving right to 1
vote per share, as mentioned in the Stock Certificate Register and Record of
Attendance to Assemblies leaf 17, from which it is possible to see that a number
of shareholders representing the total of the capital stock are present. Having
the necessary legal quorum for this Meeting, at 10 the meeting is opened being
president Mr. Felipe Menendez Ross in order to deal with the following Agenda:
1) Increasing of the Capital Stock up to seven million six hundred fourteen
thousand six hundred and ninety two pesos ($ 7,614,692); and issuing of shares
with premium. To resign to the right of preference. 2) Modification of Article
4(degrees) of the Statute. 3) Modification of Articles 5,9,11,13 and 16 of the
Statute. 4) Appointment of two shareholders to approve and sign the act. After a
short discussion, the agenda is approved unanimously. There follows the analysis
of the first item of the Agenda: "Increasing of the Capital Stock up to seven
million six hundred fourteen thousand six hundred and ninety two pesos ($
7,614,692); and issuing of shares with premium. To resign to the right of
preference." After a short discussion is approved unanimously: i) To increase
the Capital Stock from $ 6,816,980 to $ 7,614,692; with 797,712 common, non
endorsable registered shares, of $1 nominal value , one vote per share and with
the right to one dividend from this fiscal year, with an issuing premium of $
0,62966 each share, thus a total premium of $ 502,288; ii) That the shares shall
be offered as a taking up to the shareholders and issue in this act; iii) that
the shares shall be totally integrated in the taking up act. Then the
representative of the shareholder of Los Avellanos S.A. says he wants to take up
and pay up all the shares which represent the increase of capital of the
Corporation allocating $1,300,000 of which $ 797,712 correspond to shares and $
502,288 to the premium of the issuing, which he pays cash in this act. On the
hand the representative of the shareholder Societe Internationale
D'Investissement says that the person he represents resigns to the right of
taking up as regards the shares that correspond to her according to her share
holding and to her right to accession. Once this procedure finished, all the
present shareholders, being 100% of the capital stock, approved it and confirm
it unanimously. There follows the analysis of the second item of the Agenda:
"Modification of Article 4(degrees) of the Statute." After a short discussion is
approved unanimously: i) to modify Article 4 of the Statute to incorporate the
increase in the capital stock above mentioned, ii) to approve the text of that
article which is as follows: Text of Article 4 (degrees): "The Capital stock is
$7,614,692 represented by 7,614,692 shares with a nominal value of $1 each."
There follows the analysis of the third item of the



Agenda: "Modification of Articles 5, 9,11,13 and 16 of the Statute." After a
short discussion, the Meeting decides unanimously to modify Articles 5, 9, 11,
13, and 16 of the Statute, which are as follows:

"ARTICLE 5: The shares shall be registered shares, may be endorsed or not,
ordinary or preferred. The latter shares shall be entitled to a preferential
payment of dividend which may be cumulative or not, pursuant to the conditions
of issue. An additional profit may also be fixed to them.

ARTICLE 9: For the transfer of shares, the shareholders shall meet with the
following provisions: 9.1: the shareholders shall have the preferential right to
acquire the shares of the other shareholders and said requirement must be stated
in the stock certificates issued by the Corporation, which shall read as
follows: "In order to be transferred, the shares are to be offered first to the
other shareholders, in the way stated in the By-laws of the Corporation". In
order to exercise this preferential right the shareholders must follow these
regulations: i) there cannot be a partial offer of sale of shares. Any offer
should be for the total of the shares of the shareholder who is selling; ii) Any
sell, assignment or transfer of shares of the corporation or rights to take up
shares among the shareholders shall be free and the restrictions established in
this Article 9 shall not be applicable. Any other transference shall be done
according to the previsions of this Article 9; 9.2: Whenever a shareholder
wishes to totally or partially transfer his shares, he shall firstly offer them
for sale to the other shareholders pursuant to the provisions of 9.1, and must
so notify it to the President of the Board of Directors and to the shareholder
entitled to the preferential right as to the transfer he wants to carry out, the
price and other terms of the operation (which in all cases shall be cash) and
the whereabouts of the person to whom he intends to transfer his hares, so that
the shareholders entitled to the preferential right may exercise their right and
purchase all said shares. This right must be exercised within the thirty (30)
days upon receipt of the notification of the decision to sell. The answer must
be given in writing and shall be notified in the same way to the President of
the Board of Directors and to the seller shareholder. If no answer is received
from the shareholder entitled to the preferential right, it shall be understood
that he rejects the offer. In those cases in which the preferential right
corresponds successively to more than one shareholder, such right shall be used
pro rata of the corresponding share holding. 9.3: If the shareholder with
preferential right had accepted timely and formally the offer, the transferor
shareholder must deliver the shares within the thirty (30) days after the date
of the notice of the acceptance given by the acquiring shareholder, who shall
comply with the purchase conditions. 9.4: The exercise of the preferential right
is to be made for all the shares offered. If the term for the shareholders to
exercise the said right is elapsed, the President of the Board of Directors
shall so advise to the shareholder who informed of this decision to transfer his
shares that he may transfer the said shares to the offering third party
identified in the original notice and in the price and under the conditions
indicated therein. If the latter transfer is not completed within the term of
thirty (30) days after receipt of the notice from the president, which transfer
is to be entered into the respective registry books of the Corporation, then the
seller shareholder must again follow the procedure set forth in the provisions
of this Clause 9 and the corresponding shareholders shall recuperate their
preferential right over the said shares. 9.5: The acquisition of the shares of
the corporation, of the By-laws, of the resolutions adopted by the Meeting of
Shareholders and of the agreements of the shareholders, which shall be expressly
declared by the acquiring shareholder in the corresponding agreement of
acquisition. 9.6: The shareholders of the



corporation being corporate bodies may freely transfer their shares, without
being subject to the foregoing proceeding, whenever the transfer is made to a
controlled or controlling corporation of the transferor shareholder corporation,
being a controlled or controlling corporation when the holding relation of the
block of shares among those involved is no less than 80% (eighty per cent). In
all cases, in order to transfer the shares, the shareholder that wants to
transfer shall formally give notice by any means to the President of the
Corporation of his intention to transfer his shares to the controlled or
controlling corporation, notice which must accompany all corporate documents
necessary to evidence the corporate status of the corporation to which they
pretend to transfer their shares. In any event, in the contract purchase-sale of
shares or in the instrument whereby they are transferred, the acquiring
corporation must expressly declare that they observe, approve and are bound by
the Articles of Incorporation, the By-laws and by the agreements adopted by the
Meeting of Shareholders and by the agreement of the existing shareholders. 9.7:
Any notices to be made by authentic means shall be deemed to have been made on
the same day they are delivered by the Post Office, and the term for delivery
shall start on the third day after the said date if the address of the sender is
in the Argentine Republic, or on the sixth day if the address is abroad. If the
notice is given in person through notary public, the term for delivery shall
start the day after the notarial notice is made. 9.8: The preceding provisions
referring the preferential right to purchase shall not apply when the Board of
Directors unanimously approved the transfer by approval of its five members.
9.9: Only the transfers of shares which meet with the preceding provisions of
these Articles of Incorporation shall be entered into the Stock Registry Book of
the Corporation.

ARTICLE 11: The Corporation shall be managed by a Board of Directors formed by
five (5) members, who shall hold their office during the term of one (1) year.
The shareholder who owns most of the capital stock of the corporation shall have
the right to name three members of the Board. The minority shareholders shall
have the right to choose two members of the Board. It shall be considered the
majority shareholder the one who has the capacity to be present in every kind of
shareholders Assemblies and Board of Directors meetings. The Meeting is to
designate substitute members in equal number than the principal members m in
order to fill the vacancies created. At their first meeting, the members of the
Board of Directors must appoint one Chairman and one Vice-chairman; the latter
replaces the first in case of absence or inability. The Board of Directors shall
act with the presence of at least four (4) of its members, and resolutions shall
be adopted by the votes of its four (4) directors. The Boards meetings shall be
notified ten (10) days in advance in the domicile of each Director. The
Presidency of the Board of Directors shall correspond alternatively to the major
shareholder one term and to the minority shareholder the following term and so
on unless the Board decides something different. The vice-presidency shall
correspond to the shareholder who is not holding the office of the presidency.

ARTICLE 13: The Board of Directors have full power to manage and dispose of the
properties, including those which by law require special powers of attorney
according to Article 1881 of the Civil Code and Article 4 of Decree Law
N(degrees) 5965/63. Consequently, they may enter into all kinds of legal
proceedings on behalf of the Corporation for the performance of the purpose
thereof, to deal with all and any financial institution and/or o public or
private banks within the country or abroad; to establish agencies, branches or
other type of representations within the country or abroad; proceed with the
purchase, sale, exchange, lease in all types of arrangements as time



charter, voyage or bareboat, leasing, renting, import of all types of goods,
supply and assignment of vessels, their spare parts and appliances, accessories,
materials and supplies, mediation in the consideration of the insurance to cover
the risks for the services agreed and those covering the properties of the
corporation of those hired by it or the risks for third parties which might be
caused by these properties, all kinds of commercial operations normally carried
out in ports; to contract obligations, to acquire, dispose of and mortgage
vessels and other personal and real estate properties, facilities and in general
all kinds of rights and abandon vessels and other properties of the Corporation
in favor of underwriters, of the National State or of any other third party if
it is deemed convenient to the interests of the Corporation, as well as to carry
out all the industrial operations, commercial transactions and contracts
directly or indirectly related to the purposes of the Corporation; to carry out
credit operations with or without expressed warranty; to contract debentures or
any other debt certificate, aimed at facilitating its normal operational
development for the performance of related activities, accessory and
complementary to those constituted by its main purposes, to enter into
agreements of temporary association for commercial purposes without formal
partnership, of "Union Transitoria de Empresas" and of "Agrupacion de
Colaboracion Empresaria"; to grant to one or more persons special judicial
powers of attorney, including for criminal complaint, or extrajudicially with
the purpose and extension deemed convenient, and to engage in any other act of
disposition, investment, management and development related and beneficial to
the purposes of the corporation. The legal representation of the Corporation
shall be the President of the Board of Directors or the Vice-president in case
of absence or inability. In case of absence of the President and of the
vice-president, the legal representation of the company shall be jointly held by
two directors, one should be a Director named by the majority shareholder the
other one a Director chosen by the minority shareholder.

ARTICLE 16: The quorum of the Ordinary Meeting, both in the first and second
notice, shall be that of the Article 243 of the Corporation Law. Its resolutions
in both cases shall be taken by the 80% of the shares with the right to vote
that are present. The quorum and the majority of the Special Assemblies shall
be, both in the first and second notice, of the 80% of the shares in circulation
with a voting right. For the Ordinary Meeting, the second notice shall not be
carried out before ten days from the date of the first notice. Any Meeting,
Ordinary and/or Special, shall be held with a previous notice for the
shareholders with at least ten (10) days in advance from the date of the meeting
without detriment to the article 237 of the Law 19,550. The notice shall be sent
to the domiciles of the shareholders that appear in the Book of Registry of
Shares. Therefore, in view of the modifications of Articles 4, 5, 9, 11, 13, and
16 of the Social Statute it is unanimously decided to authorize Mr. Jorge Luis
Perez Alati, Betina Di Croce, Paula Maria Suter, Lucian Veronica Zuccatosta,
Maria Marta Sanchez de Bustamante y Adela Alicia Codagnone so that on behalf of
Ultrapetrol S.A. and acting as any of them they may carry out the dealings to
obtain the inscription from the General Inspection of Justice of the present
modifications approved by this Meeting with the power to accept the
modifications required by that agency, and propose, in such case, alternative
texts presenting claims and requests, claim and abandon this right and of any
other legal resource and carry out all the dealings for the present
authorization to sign rectifying or complementary deeds of the public or private
instruments that were granted The fourth item of the Agenda is being discussed:
Appointment of two shareholders to approve and sign the



act. After a short discussion it is decided that that all the shareholders
should sign the incorporation, which is unanimously approved. With no further
points to discuss, the meeting is adjourned at 11 hours. (Signatures) IT IS A
TRUE COPY, I testify. READ to the party hereto, its content is approved and in
agreement, before me, I testify. There follows some illegible words and three
illegible signatures and a seal that reads Ricardo Mihura Seeber, Notary Public,
Register 1950.


NOTARIAL ORDER. Law 12.990. Notary Public Association. Capital Federal.
Argentine Republic. On the right margin there a number C000773133. It is in
agreement with the original copy that is in leaf 0582 of the Notarial Registry
No 137 of this Capital Federal, authorized by Ricardo MIHURA SEEBER for
"ULTRAPETROL S.A." As Notary Public of this Registry I issue the present Copy in
8 (eight) photocopy/ies and the present sheet that I seal and sign in Buenos
Aires on the tenth day of the month of February 1998. There appears an illegible
signature and two seals Ricardo Mihura Seeber, Notary Public, register 1950.


There appears an illegible signature and a seal that reads BERNARDO MIHURA de
ESTRADA, NOTARY PUBLIC, REGISTER 4669.


GENERAL INSPECTION OF JUSTICE. 1998. Official Proceeding Number 01201
284007. CAPITAL STOCK INCREASE. CORPORATE PURPOSE WIDENING. 01370 284007.
AMENDMENT OF BYLAWS. NUMBER: 1559393. CORPORATION. Firm Name ULTRAPETROL,
(before) Inscribed in this Registry under number 582 of book 1, section -
of JOINT STOCK COMPANIES and/or private instruments. To count: *0. Buenos
Aires, 04/14/98. There is an illegible signature and a seal that reads Dr.
PATRICIA LAURA MAZZADI Chief. Registry Department. Another seal reads
certified copy/ies in the Notarial Seal N(degrees) T003121814. It appears an
illegible signature and a seal that reads BERNARDO MIHURA de ESTRADA, NOTARY
PUBLIC, REGISTER 4669.


CERTIFICATION OF REPRODUCTIONS. LAW 404. Notary Public Association. Capital
Federal. Argentine Republic. On the right margin there is a number T 003121814.
Buenos Aires, September 16th 2004. As Notary Public HOLDER OF THE NOTARIAL
REGISTRY 137 CERTIFIES that the enclosed reproduction, issued in 010 (ten)
folio/s, that I sign and seal, is a TRUE COPY of its original, I have before me,
I testify. There is an illegible signature and a seal that reads BERNARDO MIHURA
de ESTRADA, NOTARY PUBLIC, REGISTER 4669.


I, MARIA CRISTINA TOUBES, a Public Translator in the Argentine Republic, duly
admitted and sworn, do hereby certify the foregoing to be a true and accurate
translation into English of the document in Spanish I have before me, and
hereunto annexed. Done and signed in Buenos Aires, this sixteenth day of
November, 2004.


ES TRADUCCION FIEL al idioma ingles de una fotocopia del documento original
redactado en espanol que he tenido a la vista y al cual me remito. EN FE DE LO
CUAL estampo mi firma y sello en la Ciudad de Buenos Aires, a los 16 dias del
mes de noviembre de 2004.




TRADUCCION PUBLICA.


[On the left there is a seal that reads Notaries' Public Association. Federal
Capital. Argentine Republic. Original Record of Deeds, and another seal that
reads MINISTRY OF JUSTICE, GENERAL INSPECTION OF JUSTICE. Folios are numbered A
046548863 through A 046548864. There are three illegible signatures and a seal
that reads RICARDO MIHURA SEEBER, NOTARY PUBLIC, REGISTER 1950, another seal
that reads General Inspection of Justice.


There appears a seal that reads BERNARDO MIHURA de ESTRADA, NOTARY PUBLIC,
REGISTER 4669. On the top, left-hand side there appear numbers 3753 (three
thousand, seven hundred and fifty three) (first page of document) and 3754
(three thousand, seven hundred and fifty four) (third page)].


FILING OF CHANGE OF REGISTERED OFFICE - "ULTRAPETROL S.A." - DEED No. FIVE
HUNDRED AND SIXTY NINE.


In Buenos Aires, Capital City of the Argentine Republic, on this TWENTY THIRDTH
day OF OCTOBER of the year ONE THOUSAND AND NINETY SIX, before me authorizing
Notary Public, there appears Mr. Manuel Lucio TORINO. Argentine, bearer of
Cedula de Identidad (Identity Card) No. 6.302.298, issued by the Federal Police
Department, neighbor of this city, capable, of age, personally known to me, I
attest. I also witness that he appears in these proceedings in the name and on
behalf of the corporation called "ULTRAPETROL S.A." in his capacity as Chairman
of the Board, and that he has been especially empowered to enter into these
presents, as evidenced by: 1) The existence of the Corporation with its By-laws
and amendments delivered, the first and second, before Notary Public Alvaro
Gutierrez Zaldivar and the third one before me by public deed on July 16th,
1992, August 4th, 1992 and November 14th 1994 registered on folio 924,1181 and
3446 of Notarial Record No. 374,374 and 137 in their Notarial act jointly
registered the first and the second in the Public Registry of Commerce of the
General Inspection of Justice on August 14th, 1992 under N(degrees) 7542, Book
111, volume A of Corporations and the third one on August 7th, 1995 under
N(degrees) 7021, Book 117, Volume A of Corporations I have before me, a
certified copy of the former was attached on folio 1090, Year 1992 protocol on
this same Record, I attest.


IT IS HEREBY CERTIFIED a) that the corporation has legal capacity for the act
and that it is managed by a Board of Directors formed by 5 regular members, who
hold office for one year and that a Chairman shall be appointed among them and a
Vice-chairman might be appointed from among its number and that the Chairman, or
the Vice-Chairman in absence of the former, or two directors shall jointly act
as the corporation's legal representatives and b) that the corporate domicile is
in the city of Buenos Aires, and the previous registered office domicile was in
Carlos Pellegrini 887, 3(degrees) floor.


SECOND: The appointment of Mr. Manuel Lucio Torino as President of the
Corporation results from the Shareholders' Meeting dated January 30th, 1996 and
the Board Meeting dated February 22nd, 1996, whose Minutes were recorded on
Folio 61 and following and folio 91 of the Minutes Book of Shareholders' and
Board Meetings, registered on August 31st, 1992 under No.



C 5822 and C 5823 and certified copies of which I attached to folio 2267, year
1996 protocol of this Record, I attest. And


THIRD: The authorization for this act results by the resolution taken at the
Board Meeting held on May 22nd, 1996 and recorded on folio 92 of the
above-mentioned Minutes Book of Board Meetings I have before me and which is
fully transcribed below. Mr. Manuel Lucio Torino, hereby DEPOSES AND REPRESENTS
AS FOLLOWS: That the corporation he represents, at the Meeting held on May 22nd
of the current year agreed to change the registered office.


I herein below transcribe the following minutes of the Board of Meeting which I
have before me: " In the City of Buenos Aires, on May 22nd, 1996, the
undersigned Members of Ultrapetrol S.A. Board held their meeting at 15.30 under
the Chairman Manuel Lucio Torino who starts the Meeting. He took the floor and
stated it had been previously ommited to state that the corporation has moved
its registered office to LEANDRO N. ALEM 986, 11(TH) FLOOR, CAPITAL FEDERAL.
There being no further business to transact, the meeting was adjourned at
16:00." (Four signatures follow"). IT IS A TRUE COPY OF THE ORIGINAL, I ATTEST.


He requests that I issue such copies, forms, opinions and writs as may be
necessary to speed up both formalities, which I am authorized to register in the
General Inspection of Justice. THESE PRESENTS HAVING BEEN READ, Mr. Manuel Lucio
Torino ratifies these presents and affixes his hand, I attest.


There follow three illegible signatures and a seal that reads RICARDO MIHURA
SEEBER, NOTARY PUBLIC, REGISTER 1950. NOTARIAL ORDER. Law 12.990. Notary Public
Association. Capital Federal. Argentine Republic. On the right margin there a
number C000571320.


It is in AGREEMENT with the original copy that is in leaf 3753 of the Notarial
Registry No 137 of this Capital Federal, authorized by Ricardo MIHURA SEEBER for
THE COROPORATION. As NOTARY PUBLIC of this Registry I issue the present FIRST
COPY in 2 (TWO) photocopy/ies and the present sheet that I seal and sign in
Buenos Aires on the TWENTY THIRD day of the month of OCTOBER 1996. There appears
an illegible signature and Seal.


There appears an illegible signature and a seal that reads BERNARDO MIHURA de
ESTRADA, NOTARY PUBLIC, REGISTER 4669.


GENERAL INSPECTION OF JUSTICE. Official Proceeding Number 00081 222217. CHANGE
OF REGISTERED OFFICE. NUMBER: 1559393. CORPORATION. Firm Name ULTRAPETROL,
(before) Inscribed in this Registry under number 10697 of book 119, section A-
of JOINT STOCK COMPANIES and/or private instruments. Deed/s 569. To count: *0.
Buenos Aires, 10/29/96. There is an illegible signature and seal. Copy/ies
certified under notarial seal No T 003108096. There follow an illegible
signature and a seal that reads BERNARDO MIHURA de ESTRADA, NOTARY PUBLIC,
REGISTER 4669.


CERTIFICATION OF REPRODUCTIONS. LAW 404. Notary Public Association. Capital
Federal. Argentine Republic. On the right margin there is a number T 003108096.
Buenos Aires, September 16th 2004. As Notary Public HOLDER OF THE NOTARIAL
REGISTRY 137 CERTIFIES that the enclosed reproduction, issued in 04 (four)
folio/s, that I sign and seal, is a TRUE COPY of



TRADUCCION PUBLICA.


its original, I have before me, I testify. There is an illegible signature and a
seal that reads BERNARDO MIHURA de ESTRADA, NOTARY PUBLIC, REGISTER 4669.


I, MARIA CRISTINA TOUBES, a Public Translator in the Argentine Republic, duly
admitted and sworn, do hereby certify the foregoing to be a true and accurate
translation into English of the document in Spanish I have before me, and
hereunto annexed. Done and signed in Buenos Aires, this sixteenth day of
November, 2004.


-ES TRADUCCION FIEL al idioma ingles de una fotocopia del documento original
redactado en espanol que he tenido a la vista y al cual me remito. EN FE DE LO
CUAL estampo mi firma y sello en la Ciudad de Buenos Aires, a los 16 dias del
mes de noviembre de 2004.