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Memorandum of Association

Example 1 of 3

Territory of The British Virgin Islands
The International Business Companies Ordinance
(No. 8 of 1984 as Amended)

Memorandum of Association

of

Intertech Trading Limited

1. NAME

The name of the company is Intertech Trading Limited.

2. REGISTERED OFFICE

The registered office of the Company will be situated at Wickhams Cay 1, Road Town, Tortola, British Virgin Islands or at such other place within the British Virgin Islands as the directors may from time to time determine.

3. REGISTERED AGENT

The registered agent of the Company will be Barton Offshore (BVI) Ltd. or such other person or company being a person or company entitled to act as a registered agent as the directors may from time to time determine.

4. GENERAL OBJECTS AND POWERS

The objects for which the Company is established are to engage in any business or businesses whatsoever, or in any acts or activities, which are not prohibited under any law for the time being in force in the British Virgin Islands, including but not limited to:

Carry on without any limitation(s) and anywhere in the world all kinds of legal activities, whether commercial, industrial, financial, investment, cinematographer, broadcasting, advertisement, aerial, real estate, mining, maritime, or agricultural related activities, as well as the acquisition and sale of shares, bonds, securities and any other assets, as well as to engage in any other legal activity which its Board of Directors or, Members may decide.

To do all such other things as are incidental to or the Company may think conductive to the attainment of all or any of its objects.

5. EXCLUSIONS

5.1 The company has no power to:

5.1.1 carry on business with persons resident in the British Virgin Islands;

5.1.2 own an interest in real property situated in the British Virgin Islands, other than a lease of property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained;

5.1.3 carry on banking or trust business, unless it is licensed to do so under the Banks and Trust Companies Act, 1990;

5.1.4 carry on business as an insurance or reinsurance company, insurance agent or insurance broker, unless it is licensed under an enactment authorizing it to carry on that business;

5.1.5 carry on the business of company management unless it is licensed under the Company Management Act, 1990; or

5.1.6 carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands.

5.2 For purposes of paragraph 5, subclause 5. 1. 1, the Company shall not be treated as carrying on business with persons resident in the British Virgin Islands by reason only that:

5.2.1 it makes or maintains deposits with a person carrying on banking business within the British Virgin Islands;

5.2.2 it makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, administration companies, investment advisors or other similar persons carrying on business within the British Virgin Islands;

5.2.3 it prepares or maintains books and records within the British Virgin Islands;

5.2.4 it holds, within the British Virgin Islands, meetings of its directors or members;

5.2.5 it holds a lease of property for use as an office from which to communicate with members or where books and records of the Company are prepared or maintained;

5.2.6 it holds shares, debt obligations or other securities in a company incorporated under the International Business Companies Ordinance or under the Companies Act; or

5.2.7 shares, debt obligations, or other securities in the Company are owned by any person resident in the British Virgin Islands or by any company incorporated under the International Business Companies Ordinance or under the Companies Act.

6. CAPITAL

6.1 AUTHORIZED CAPITAL

The authorized capital of the Company is FIFTY THOUSAND DOLLARS (US$50,000.00), United States of America legal currency, divided into 50,000 shares of ONE DOLLAR (US$1.00), each. The directors shall by resolution determine, at their discretion, and from time to time, how many shares thereof are to be issued as registered shares and how many shares thereof are to be issued as bearer shares.

6.2 CLASSES, RIGHTS, AND QUALIFICATIONS OF SHARES

The shares shall be divided into such number of classes and series as the members shall by resolution from time to time determine and until so divided shall comprise one class and series. The directors shall by resolution have the power to issue any class or series of shares that the Company is authorized to issue in its capital, original or increased, with our subject to any designations, powers, preferences, rights, qualifications, limitations and restrictions. The directors shall not allocate different rights as to: voting, dividends, redemption, or distribution on liquidation, unless the Memorandum of Association shall have been amended by a resolution of members to create separate classes of shares.

7. SERVICE OF NOTICE ON BEARER SHARE HOLDERS

Where shares are issued to bearer, the bearer, identified for this purpose by the number of the share certificate, shall be requested to give to the Company the name and address of any agent or attorney for service of any notice, information or written statement required to be given to members, and service upon such agent or attorney shall constitute service upon the bearer of such shares. In the absence of such name and address being given, it shall be sufficient for purpose of service for the Company to publish the notice, information or written statement in a newspaper circulated in the British Virgin Islands, and in a newspaper in the place where the Company has its principal office.

8. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company may amend its Memorandum of Association and Articles of Association by a resolution of members or by a resolution of directors, except for those amendments, which are expressly stated in the Memorandum or Articles of Association or British Virgin Islands legislation in force, to be reserved exclusively to the Members.

9. DURATION

The duration of the Company's existence shall be perpetual as of the date of its incorporation. Notwithstanding, the dissolution and liquidation of the corporation may be resolved at any time, in accordance with the International Business Companies Ordinance 1984, and any amendment thereof.

NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER:

We, Barton Offshore (BVI) Ltd. of Wickhams Cay 1, Road Town, Tortola, British Virgin Islands, for the purpose of incorporating an International Business Company under the laws of the British Virgin Islands, hereby subscribe our name to this Memorandum of Association.

______________________________
 William D. Barton
 For and on behalf of
 Barton Offshore (BVI) Ltd.

DATED this 22nd day of January, 1998.

WITNESS TO THE ABOVE SIGNATURE:

______________________________
 (witness signature)