EXHIBIT T3A-14

                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                           IMPERIAL WEST CHEMICAL CO.

            Imperial West Chemical Co., a corporation organized and existing
under the laws of the State of Nevada (the "Corporation"), hereby certifies as
follows:

         A. The name of the Corporation is Imperial West Chemical Co.

         B. The Articles of Incorporation of the Corporation were filed in the
office of the Secretary of State of the State of Nevada on the 12th day of
August, 1977.

         C. This Amended and Restated Articles of Incorporation has been duly
adopted in accordance with Section 78.622 of the Nevada General Corporation Law.

         D. The text of the Articles of Incorporation is hereby amended and
restated to read in full as follows:

            FIRST: The name of the Corporation is Imperial West Chemical Co.

            SECOND: Its principal office in the State of Nevada is located at
One East First Street, Reno, Washoe County, Nevada 89501. The name and address
of its resident agent is The Corporation Trust Company of Nevada, 6100 Neil
Road, Suite 500, Reno, Nevada 89511.

            THIRD: The nature of the business, or objects or purposes proposed
to be transacted, promoted or carried on are:

            To engage in any lawful activity and to manufacture, purchase or
            otherwise acquire, invest in, own, mortgage, pledge, sell, assign
            and transfer or otherwise dispose of, trade, deal in and deal with
            goods, wares and merchandise and personal property of every class
            and description.

            To hold, purchase and convey real and personal estate and to
            mortgage or lease any such real and personal estate with its
            franchise and to take the same by devise or bequest.

            To acquire, and pay for in cash, stock or bonds of this Corporation
            or otherwise, the good will, rights, assets and property, and to
            undertake or assume the whole or any part of the obligations or
            liabilities of any person, firm, association or corporation.

            To acquire, hold, use, sell, assign, lease, grant license in respect
            of, mortgage, or otherwise dispose of letters patent of the United
            States or any foreign country,






            patent rights, licenses and privileges, inventions, improvements and
            processes, copyrights, trademarks and trade names, relating to or
            useful in connection with any business of this Corporation.

            To guarantee, purchase, hold, sell, assign, transfer, mortgage,
            pledge, or otherwise dispose of the shares of the capital stock of
            or any bonds, securities or evidence of the indebtedness created by
            any other corporation or corporations of this state, or any other
            state or government, and, while owner of such stock, bonds,
            securities or evidences of indebtedness, to exercise all the rights,
            powers and privileges of ownership, including the rights of others,
            if any.

            To borrow money and contract debts when necessary for the
            transaction of its business, or for the exercise of its corporate
            rights, privileges or franchises, or for any other lawful purposes
            of its incorporation; to issue bonds, promissory notes, bills of
            exchange, debentures, and other obligations and evidences of
            indebtedness, payable at specified time or times, or payable upon
            the happening of a specific event or events, whether secured by
            mortgage, pledge, or otherwise, or unsecured, for money borrowed, or
            a payment for property purchased, or acquired, or for any other
            lawful objects.

            To purchase, hold, sell and transfer shares of its own capital
            stock, and use therefor its capital, capital surplus, surplus, or
            other property or funds; provided it shall not use its funds or
            property for the purchase of its own share of capital stock when
            such use would cause any impairment of its capital; and provided
            further, that shares of its own capital stock belonging to it shall
            not be voted upon, directly or indirectly, not counted as
            outstanding, for the purpose of computing any stockholders' quorum
            or vote.

            To conduct business, have one or more offices, and hold, purchase,
            mortgage or convey real and personal property in this sate, and in
            any of the several states, territories, possessions and dependencies
            of the United States, the District of Columbia, and in any foreign
            countries.

            To do all and everything necessary and proper for the accomplishment
            of the objects hereinbefore enumerated or necessary or incidental to
            the protection and benefit of the Corporation, and, in general, to
            carry on any lawful business necessary or incidental to the
            attainment of the objects of the Corporation, whether or not such
            business is similar in nature to the objects hereinabove set forth.

            The objects and purposes specified in the foregoing clauses shall,
            except where otherwise expressed, be in no way limited or restricted
            by reference to, or inference from, the terms of any other clause in
            these articles of incorporation, but the objects and purposes
            specified in each of the foregoing clauses of there articles shall
            be regarded as independent objects and purposes.


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            FOURTH: The amount of the total authorized capital stock of the
Corporation is Twenty-Five Thousand Dollars ($25,000.00) consisting of
Twenty-Five Thousand (25,000) shares of common stock, par value of One Dollar
($1.00) each.

            FIFTH: The governing board of this Corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the by-laws of this
Corporation, provided that the number of directors shall not be reduced to less
than three (3), except that in cases where all the shares of the Corporation are
owned beneficially and of record by either one or two stockholders, the number
of directors may be less than three (3) but not less than the number of
stockholders.

            SIXTH: The capital stock, after the amount of the subscription
price, or par value has been paid shall not be subject to assessment to pay the
debts of the Corporation.

            SEVENTH: The Corporation is to have perpetual existence.

            EIGHTH: Meetings of stockholders may be held outside the State of
Nevada, if the bylaws so provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of Nevada
at such place or places as may be designated from time to time by the board of
directors or in the bylaws of the Corporation.

            NINTH: Notwithstanding any other provision contained herein to the
contrary, the Corporation shall not issue non-voting equity securities.

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

            IN WITNESS WHEREOF, the Corporation has caused these articles to be
signed by ____________, its Chairman of the Board, and ______________, its
Assistant Secretary, this _____ day of _______, 2001.

                                          BY:
                                             -----------------------------------

                                             -----------------------------------
                                             Chairman of the Board

ATTEST:
       -----------------------------

       -----------------------------
       Assistant Secretary


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