Exhibit 4.1




                             BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                    (CAP.291)



                            MEMORANDUM OF ASSOCIATION
                                       AND
                             ARTICLES OF ASSOCIATION
                                       OF

                              PERFECT DREAM LIMITED





                                  IBC NO:603137



                    Incorporated this 1st day of July, 2004.

                       MOSSACK FONSECA & CO. (B.V.I.) LTD.
                         Tortola,British Virgin Islands



<PAGE>


                             BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                    (CAP.291)

                            MEMORANDUM OF ASSOCIATION

                                       OF

                              PERFECT DREAM LIMITED

                                 ("the company")

1.   The Name of the Company is Perfect Dream Limited.

2.   The  Registerd   Office  of  the  Company  is  Akara   Bldg.,24  De  Castro
     Street,Wickham  Cay I,Road  Town  ,Tortola,Btitish  Virgin  Islands or such
     other place within the Btitish  Virgin  Islands as the  directors  may from
     time to time determine.

3.   The  Registerd  Agent  of the  Company  is  Mossack  Fonseca  &  CO.(B.V.L)
     Ltd.,P.O.BOX 3136, Road Town ,Tortola,Btitish  Virgin Islands 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.   The objects for which the Company is established are:

     (a)  To carry on the business of an investment company and for that purpose
          to acquire  and hold  either in the name of the  Company or in that of
          any nominee share stocks, debenture stocks,bonds,notes,obiligations or
          securities.

     (b)  To  accquire  any such share  stocks,  debentures,  debenture  stocks,
          bonds, notes,  obiligations,  or securities by original  subscription,
          contract, tender, purchase,  exchange underwriting or otherwise and to
          subscribe for the same subject to such terms and  conditions  (if any)
          as may bethought fit.

     (c)  To exercise and enforce all rights and powers conferred by or incident
          to the  ownership  of any  such  share  stock  obiligations  or  other
          securities  including  without  prejudice  to the  foregoing  all such
          powers of veto or control as may be conferred by virtue of the holding
          by the  Company of some  special  proportion  of the issued or nominal
          amount  thereof  and  to  provide   managerial  and  other   executive
          supervisory and consultancy services for or in relation to any company
          in which the  Company is  intersted  upon such terms as may be thought
          fit.



<PAGE>

     (d)  To buy, own, hold,  subdivide,  lease,  sell,  rent,  prepare building
          sites,        construct,        alter,       improve,        decorate,
          furnish,operate,maintain,reclaim   or  otherwise  deal  with  and  /or
          develop land and buildings  and  otherwise  deal in real estate in all
          its  branches,to  make advances upon the security of land or houses or
          other  property  or any  interest  therein,and  whether  erected or in
          course of erection and whether on first  mortgage or charge or subject
          to a prior  mortgage or mortgages or change or  charges,and to develop
          land and buildings  asmayseem  expedient but without  prejudice to the
          generality of the foregoing.

     (e)  To carry on the business of traders and merchants of any kind,  nature
          or  description,and  the sale or  rendering  of related  products  and
          services ,and the employment of the necessary personnel therefor.

     (f)  Without  prejudice to the  generality of the  foregoing  paragraphs:to
          carry on the business of  franchising;  to purchase,  sell,  exchange,
          lease,  manage,  hold,  trade,  invest  in all  kinds  of  movable  or
          immovable  property,  merchandise,   commodities,  effects,  products,
          service of any kind , nature or description,  to carry out any type of
          commercial or financial  operation,  to receive and /or pay toyalties,
          commissions   and  other   income   or  on  going  or  any  kind,   to
          purchase,construct,charter, own, operate, manage, administer transport
          vessels of any kind and their  appunenances  and related  services and
          agencies;  to sell or render related  servicesand employ the necessary
          personnel therefor.

     (g)  To buy, sell,  underwrite,  invest in, exchange or otherwise  acquire,
          and to hold ,  manage,  develop,  deal  with and turn to  account  any
          bonds, debentures,  shares (whether fully paid or not), stock options,
          comodities,   futures,  forward  contracts,  notes  or  securities  of
          governments,  states,  municpalities , public  authorties or public or
          private  limited  or  unlimited  companies  in any part of the world ,
          precious  metals,  gems,works of art and other articles of value,  and
          whether on a cash or margin basis and  including  short sales,  and to
          lend money against thesecurity of any of the aforementioned property.

     (h)  To borrow or raise money from,  but not  restricted to, banks by issue
          of  debentures,  debenture  stock(perpetual  or  terminable)  , bonds,
          mortgages, or any other securities founded or based upon all or any of
          the  assets or  property  of the  Company  or  without  any such other
          securities  and upon such terms as to  priority  or  otherwise  as the
          Company shall think fit.

     (i)  To engage in any other  business or businesses  whatsoever , or in any
          act or  activity  , which  are not  prohibited  under any law for time
          being in force in the British Virgin Islands.



<PAGE>

     (j)  To do all such other things as are  incidental to , or the Company may
          think  conducive  to , the  attainment  of  all  of  any of the  above
          objects.

     And it is hereby  declared  that the  intention is thar each of the objects
     specified in each  paragraph of this clause shall,  except where  otherwise
     expressed in such paragraph, be an independent main object and be in nowise
     limited or  restricted  by reference to or inference  from the terms of any
     other paragraph or the name of the Company.

5.   The company has no power to:

     (a)  carry on business with persons resident in the Btitish Virgin Islands;

     (b)  own an  interest  in  real  property  situate  in the  Btitish  Virgin
          Islands,other  than a lease referred to in paragraph (e) of subsection
          (2);

     (c)  carry on banking or trust  business,unless  it is  licensed  under the
          Banks and Trust Company Act,1990;

     (d)  carry on business as an insusanse  company,insuance  agent or insuance
          broker,unless  it is licensed  under an  enactment  authorising  it to
          carry on that business;

     (e)  carry on the  business  of company  management  unless it is  licensed
          ender the Company Management Act,1990,or

     (f)  carry on the  business  of  providing  the  Registered  Office  or the
          Registered  Agent for  companies  incorporated  in the British  Virgin
          Islands.

     Paragraph (e) of subsection  (2) set out in paragraph 5 (b) above refers to
     section 5 of the International  Business Companies Act  (CAP.291).According
     to paragraph (e) of subsection  (2), an  International  Business  Companies
     shall not to be treated as carrying on business  with  persons  resident in
     the Btitish  Virgin Islands by reason that 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.

     The  Company  Management  Act,1990  referred  to in  paragraph  5 (e) above
     governs  company  management  activities  carried out in or from within the
     Btitish Virgin Islands only.

6.   The shares in the  Company  shall be issued in the  currency  of the United
     States of America.

7.   The authorised capital of the company is US$50,000,.00  divided into 50,000
     shares with a par value of US$1.00 each . The directors are duly  empowered
     to issue shares as registered shares only.



<PAGE>

8.   The shares  shall be divided  into such number of classes and series as the
     directors  shall by  resolution  from time to time  determine  and umtil so
     divided shall comprise one class and series.

9.   The  director  shall by  resolution  have the  power to issue  any class or
     series of shares that the Company is  authorised  to issue in its capital ,
     original  or  increased,with  or  subject  to  any  designations,   powers,
     preferences, rights, qualifications, limitations and restrictions.

10.  The liability of members of the Company is limited.

11.  The Company may by resolution of its members or of its  directors,amend  or
     modify any of the  conditions  contained in this  Memorandum of Association
     and  increase  or reduce the  authorised  capital of the Company in any way
     which may be permitted by law.

We,MOSSACK  FONSECA & CO.(B.V.I)  LTD.,  of P.O.Box  3136,  Road Town,  Tortola,
Btitish  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.


           ---------------------------------------------------------------------
           NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER
           ---------------------------------------------------------------------


MOSSACK FONSECA & CO. (B.V.I.) LTD.
Akara Bldg.
24 De Castro Street
Wickhams Cay I
Road Town, Tortola
British Virgin Islands

                                                   -----------------------------
                                                          Desiree Chalwell
                                                        Assistant Secretary
Trust Company

      --------------------------------------------------------------------------

DATED this 1st day of July, 2004.

WITNESS to the above signature:
                                                   -----------------------------
                                                   Andra Brown
                                                   Wickhams Cay I
                                                   Road Town, Tortola
                                                   British Virgin Islands

                                                       Secretary



<PAGE>


                             BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                    (CAP.291)

                             ARTICLES OF ASSOCIATION

                                       OF

                              PERFECT DREAM LIMITED

                                 ("the company")

1.   Reference  in these  Regulations  to the Act shall  mean The  International
     Business Company Act (Cap .291). The following Regulations shall constitute
     the  Regulations of the Company.In  these  Articles,words  and  expressions
     defined  in he Act  shall  have  the same  meaning  and,  unless  otherwise
     required by the  context,  the singular  shall  include the plural and vice
     versa,the  masculine shall include the  feminine,and  references to persons
     shall include corporations and all legal entities capable of having a legal
     existence.

                                     SHARES

2.   The authorised  capital of the Company is US$50,000.00  divided into 50,000
     shares with a par value of US$1.00 each . The directors are duly  empowered
     to issue shares as registered shares only.

3.   Every person whose name is entered as a member in the share  register being
     the holder of registered shares,  shall be entitled to a certificate signed
     by the director(s) or officer(s) so authorised and under the common seal of
     the  Company,specifying the share or shares held and the par value thereof,
     provided that in respect of shares,  held jointly by several  persons,  the
     Company shall not be bound to issue more than one certificate, and delivery
     of a  certificate  for a share to one of  several  joint  holders  shall be
     sufficient delivery to all.

4.   If a certificate is own out or lost, it may be renewed on production of the
     worn-out  certificate,or  on  satisfactory  proof of its loss together with
     such  indemnity  as  the  directors  may  reasonably  require,  Any  member
     receiving a share  certificate shall indemnify and hold the Company and its
     officers  harmless from any loss or liability which it or they may incur by
     reason of wrongful or fraudulent use or  representation  made by any person
     by virtue of the possession of such certificate.



<PAGE>

                      SHARE CAPITAL AND VARIATION OF RIGHTS

5.   Subject to the  provisions of these  Articles,  the unissued  shares of the
     Company  (whether  forming part of the original or any increased  capital )
     shall  be at the  disposal  of the  directors  who may  offer,  allot,grant
     options over or otherwise dispose of them to such persons at such times and
     for such  consideration,  being not less  than the par value of the  shares
     being  disposed of, and upon such terms and conditions as the directors may
     determine.

6.   Without prejudice to any special rights previously conferred on the holders
     of any existing shares or class of shares,  any share in the Company may be
     issued with such  preferred,  deferred  or other  special  rights,  or such
     restrictions,  whether in regard to dividend,  voting, return of capital or
     otherwise, as the directors may from time to time determine.

7.   Subject to the  provisions of the Act in this regard,  shares may be issued
     on the terms that they are  redeemable,  or, at the option of the  Company,
     liable to be  redeemed  on such terms and in such  manner as the  directors
     before or at the time of the issue of the shares may determine.

8.   The directors may redeem any such at a premium.

9.   If at any time the share  capital  is  divided  into  defferent  classes of
     shares,  the rights attached to any class (unless otherwise provided by the
     terms of issue of the shares of that class)  may.whether or not the Company
     is being  wound up, be varied  with the consent in writing of not less than
     fifty-one  percent of the issued shares of that class and of the holders of
     not less than fifty-one  percent of the issued shares of any other class of
     shares which may be affected by such variation.

10.  The rights  conferred  upon  holders of the shares of any class issued with
     preferred or other rights shall not, unless otherwise expressly provided by
     the terms of issue of the shares of that  class,  be deemed to be varied by
     the creation or issue of further share ranking pari passu therewith.

11.  Except as required by law, no person shall be  recognized by the Company as
     holding any share upon any trust,  and the Company shall not be bound by or
     be compelled in any way to recognize  (even when having notice thereof) any
     equitable,  contingent,  future  or  partial  interest  in any share or any
     interest  in any  fractional  part of a share or  (except  only as by these
     Regulations  or by otherwise  provided)  any other rights in respect of any
     share except an absolute  right to the entirety  thereof by the  registered
     holder.

                               TRANSFER OF SHARES

12.  Shares in the Company may be transferred by a written  instrument signed by
     the transferor and containing the named and address of the transferee or in
     such manner or form and subject to such  evidence  as the  directors  shall
     consider appropriate.



<PAGE>

13.  Upon receipt of notification of any change of name and address of any agent
     or attorney  given to the Company for the purpose of service of any notice,
     information  or written  statement  required  to be given to  members,  the
     directors shall forthwith amend the register maintained for purpose.

                             TRANSMISSION OF SHARES

14.  The  personal  representative,  guardian or trustee as the case may be of a
     deceased,  incompetent or bankrupt sole holder of a registered  share shall
     be the only  person  recognized  by the  Company as having any title to the
     share.  In the  case  of a share  registered  in the  names  of two or more
     holders,  the  survivor  or  survivors,  and the  personal  representative,
     guardian  or trustee  as the case may be of the  deceased,  incompetent  or
     bankrupt,  shall be the only person(s)  recognized by the Company as having
     any  title to the  share  not be  entitled  any  rights  as a member of the
     Company  until  they  have  proceeded  as set  forth in the  following  two
     Regulations.

15.  Any person becoming entitled by operation of law or otherwise to a share in
     consequence  of death,  incompetence  or  bankruptcy  of any  member may be
     registered as a member upon evidence  being  produced as may  reasonably be
     required  by the  directors.  An  application  by  any  such  person  to be
     registered  an a member for all purpose shall be deemed to be a transfer of
     shares of the deceased,  incompetent  or bankrupt  member and the directors
     shall treat it as such.

16.  Any person who has become  entitled to a share or share in  consequence  of
     the death,  incompetence or bankruptcy of any member may,  instead of being
     registered himself,  request in writing that some person to be named by him
     be registered as a transferee of such share or share and such request shall
     likewise be treated as if it were a transfer.

                            ACQUISITION OF OWN SHARES

17.  Subject to the provisions of the Act in this regard,  the directors may, on
     behalf of the Company,  purchase,  redeem or  otherwise  acquire any of the
     Company's  own shares but out of surplus or in  exchange  for newly  issued
     share.  The directors  may dispose of any share held as treasury  shares on
     such terms and  conditions as they may from time to time  determine.  Share
     may be purchased or otherwise  acquired in exchange for newly issued shares
     in the Company.

                              ALTERATION IN CAPITAL

18.  Subject  to the  terms of any  resolution  passed by the  director  for the
     purpose of increasing the authorized capital of the Company, such increased
     capital may be divided  into shares of such  respective  amounts,  and with
     such rights or privileges (if any) as the directors think expedient.



<PAGE>

19.  Any capital raised by creation of new shares shall be considered as part of
     the original capital,  and shall be subject to the same provisions as if it
     had been part of original capital.

20.  The directors may be resolution:

     (a)  consolidate  and divide all or any of its share capital into shares of
          larger amount than its existing shares;

     (b)  cancel any shares which, at the date of the passing of the resolution,
          have not been taken or agreed to be taken by any  person and  diminish
          the amount of its authorised share capital by the amount of the shares
          so cancelled;

     (c)  sub-divide  its shares or any of them into  shares of  smaller  amount
          than is fixed by the Memorandum of Association  and so that subject to
          the  provisions of Regulation 10 the  resolution  whereby any share is
          sub-divides  may  determine  that as between the holders of the shares
          resulting  from  such  sub-division  one or  more  of the  shares  may
          havesuch  preferred or other special rights over or may have qualified
          or defereed rights or be subject to any such  restrictions as compared
          with the  other or  others  as the  Company  has  power to  attach  to
          unissued or new shares;

     (d)  subject to any  confirmation  or consent  required by law,  reduce its
          authorizes and issued share capital or any capital  redemption reserve
          fund or any share premium account in any manner.

21.  Where any  difficulty  arises in regard to any  consolidation  and division
     under  this  Regulation,  the  directors  may  settle  the same they  think
     expedient.

                               MEETINGS OF MEMBERS

22.  The  directors  may convene  meetings of the members of the Company at such
     times and in such manner and places as the directors  consider necessary or
     desirable,  and they shall convene such a meeting upon the written  request
     of members  holding  more than 50  percent of the votes of the  outstanding
     voting shares in he Company.

23.  Seven days' notice at the least  specifying the place, the day and the hour
     of the meeting  and the nature of the  business  to be  conducted  shall be
     given in the manner  hereinafter  mentioned to such persons  whose names on
     the date the notice is given appear as members in the share register of the
     Company.

24.  A  meeting  of the  members  shall be deemed  to have  been  validly  held,
     notwithstanding that it is held in contravention of the requirement to give
     notice  in  Regulation23,  if  notice  of the  meeting  is waives by ninety
     percent of the voted of all shares having a right to attend and vote at the
     meeting.



<PAGE>

25.  The  inadvertent  failure of the directors to give notice of a meeting to a
     member or to the agent or  attorney  as the case may be, or the fact that a
     member or such agent or attorney  has not  received  the  notice,  dose not
     invalidate the meeting.

                       PROCEEDINGS AT MEETINGS OF MEMBERS

26.  No business  shall be transacted at any meeting  unless a quorum of members
     is present at the time when the  meeting  proceeds  to  business.  a quorum
     shall consist of the holder or holders present in person or by proxy of not
     less  than one  third of the  shares  of each  class or  series  of  shares
     entitled to vote as class or series thereon and the same  proportion of the
     votes of the remaining shares entitled to vote thereon.

27.  If within half an hour from the time  appointed for the meeting a quorum is
     not present, the meeting shall be dissolved.

28.  At every meeting the members  present shall choose  someone of their number
     to be the Chairman.  If the members are unable to choose a Chairman for any
     reason,  then the person  representing  the greater number of voting shares
     present at the meeting shall preside as Chairman,  failing which the oldest
     individual person shall take the chair.

29.  The Chairman may, with the consent of the meeting, adjourn any meeting from
     time to time, and from place to place,  but no business shall be transacted
     at any adjourned  meeting  other than the business  left  unfinished at the
     meeting from which the adjournment took place.

30.  At any meeting a resolution put to the vote of the meeting shall be decided
     on a show of hands by simple  majority  unless a poll is  (before or on the
     declaration of the result of the show of hands) demanded:

     (a)  by the Chairman; or

     (b)  by any member or members present or by proxy and representing not less
          than one tenth of the total  voting  rights of all the members  having
          the right to vote at the meeting.

31.  Unless a poll be demanded,  a declaration by the Chairman that a resolution
     has, on a show of hands,  been carried,  and an entry to that effect in the
     book containing the minutes of the Company, shall be sufficient evidence of
     the fact,  without proof of the number or proportion of the votes  recorded
     in favour of or against such resolution.

32.  If a poll is duly  demanded,  it shall be taken in manner  as the  Chairman
     directs, and the result of the poll shall be deemed to be the resolution of
     the  meeting at which the poll was  demanded.  The demand for a poll may be
     withdrawn.



<PAGE>

33.  In the case of an  equality of votes,  whether on a show of hands,  or on a
     poll,  the  Chairman of the meeting at which the show of hands takes place,
     or at which the poll is demanded,  shall be entitled to a second or casting
     vote.

                                VOTES OF MEMBERS

34.  At any meeting of members,  whether on a show of hands or on a poll,  every
     holder of a voting share  present in person or by proxy shall have one vote
     for every voting share of which he is the holder.

35.  A  resolution  which has been  notified  to all  members for the time being
     entitled to vote and which has been  approved by a majority of the votes of
     those members in the form of one or more  documents in writing or by telex,
     telegram,  cable or other written electronic communication shall forthwith,
     without the need for any notice,  become  effectual as a resolution  of the
     members.

36.  If a committee  be  appointed  for any member who is of unsound mind he may
     vote by his committee.

37.  If two or more persons are jointly entitled to a registered share of shares
     and if more than one of such  persons  shall  vote in person or by proxy at
     any meeting of members or in accordance  with the terms of  Regulation  34,
     the vote of that person  whose name  appears  first among such voting joint
     holders in the share register shall alone be counted.

38.  Votes may be given either personally or by proxy.

39.  The instrument  appointing a proxy shall be produced at the place appointed
     for the meeting before the time for holding the meeting at which the person
     named in such instrument proposes to vote.

40.  An  instrument  appointing a proxy shall be in such form as the Chairman of
     the meeting  shall accept as properly  evidencing  the wishes of the member
     appointing the proxy.

41.  The instrument appointing a proxy shall be in writing under the hand of the
     appointer,  unless the  appointer is a  corporation  or other form of legal
     entity other than one or more individuals holding as joint owners, in which
     case the  instrument  appointing a proxy shall be in writing under the hang
     of an individual  duly  authorised by such  corporation  or legal entity to
     execute  the same.  The  Chairman of any meeting at which a vote is cast by
     proxy  so  authorised  may  call for a  notarially  certified  copy of such
     authority which shall be produced within 7days of being so requested or the
     vote or votes cast by such proxy shall be disregarded.



<PAGE>

               CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

42.  Any  corporation or other form of corporate  legal entity which is a member
     of the Company may by resolution of its directors or other  governing  body
     authorise such person as it thinks fit to act as its  representative at any
     meeting of the members or of any class of members of the  Company,  and the
     person so  authorised  shall be  entitled  to  exercise  the same powers on
     behalf of the  corporation  which he represents as that  corporation  could
     exercise if it were an individual member of the Company.

                                   DIRECTORS

43.  subject to any subsequent amendment to change the number of directors,  the
     minimum  number of  directors  of the Company  shall be one and the maximum
     number shall be twenty.

44.  the first director or directors  shall be elected by the subscribers to the
     Memorandum.  thereafter, the director(s) shall be elected by the members or
     the  director(if  there is only  one ) or  directors  for such  term as the
     members or the director(if there is only one) or directors may determine.

45.  The director(s) shall hold office until his(their)  successor(S) shall take
     office or until his(their) earlier, resignation or removal.

46.  Every  vacancy in the board of directors  may be filled by a resolution  of
     the  director(if  there  is only  one) or of a  majority  of the  remaining
     directors if applicable.

47.  A director shall not require a share qualification,  but nevertheless shall
     entitled  to attend  and speak at any  meeting  of the  members  and at any
     separate meeting of the holders of any class of shares in the Company.

48.  A director by writing under his hand deposited at the Registered  Office of
     the Company  may form time to time  appoint  another  director or any other
     person to be his alternate.  Every such  alternate  shall be entitled to be
     given  notice of  meetings  of the  directors  and to attend  and vote as a
     director at any such  meeting at which the director  appointing  him is not
     personally  present and  generally at such meeting to have and exercise all
     the powers,  rights, duties and authorities of the director appointing him.
     Every such  alternate  shall be deemed to be an officer of the  Company and
     shall not be deemed to be an agent of the director appointing him. If undue
     delay or difficulty would be occasioned by giving notice to a director of a
     resolution  of which his approval is sought in accordance  with  Regulation
     73, his alternate(if any) shall be entitled to signify approval of the same
     on behalf of that  director.  The  remuneration  of an  alternate  shall be
     payable out of the remuneration payable to the director appointing him ,and
     shall consist of such portion of the last mentioned  remuneration  as shall
     be agreed  between  such  alternate  and the  director  appointing  him.  A
     director by writing under hand  deposited at the  Registered  Office of the
     Company may at any time revoke the appointment of an alternate appointed by
     him. If a director  shall die or cease to hold the office of director,  the
     appointment of his alternate shall thereupon cease and terminate.




<PAGE>

49   The directors may by resolution, fix the emoluments of directors in respect
     of services rendered or to be rendered in any capacity to the Company.  The
     directors  may  also be paid  such  traveling,  hotel  and  other  expenses
     properly  incurred by them in attending and returning  from meetings of the
     directors, or any committee of the directors or meetings of the members, or
     in  connection  with the  business  of the  Company as shall be approved by
     resolution of the directors.

50.  Any director  who, by request,  goes or resides  abroad for any purposes of
     the Company or who, by request,  goes or resides abroad for any purposes of
     the Company or who performs  services which in the opinion of the directors
     go beyond  the  ordinary  duties  of a  director,  may be paid  such  extra
     remuneration(whether by way of salary, commission, participation in profits
     or otherwise) as shall be approved by resolution of the directors.

51.  The Company may pay to a director  who at the request of the Company  holds
     any office(including a directorship) in, or renders services to any company
     in which the Company may be interested, such remuneration(whether by way of
     salary,  commission,  participation  in profits or otherwise) in respect of
     such  office  or  services  as  shall  be  approved  by  resolution  of the
     directors.

52.  The office of director shall be vacated if the director:

     (a)  is removed form office by a  resolution  of members or by a resolution
          of directors, or

     (b)  becomes  bankrupt or makes any  arrangement  or  composition  with his
          creditors generally, or

     (c)  becomes of unsound  mind,  or of such infirm health as to be incapable
          of managing his affairs, or

     (d)  resigns his office by notice in writing to the Company.

53.  (a)  A  director  may  hold  any  other   office  or  position   under  the
          Company(except  that of  auditor)  in  conjunction  with his office of
          director,  and may act in a  professional  capacity  to the company on
          such terms as to  remuneration  and otherwise as the  directors  shall
          arrange.
     (b)  A director  may be become a director or other  office of, or otherwise
          interested  in any company  promoted by the  Company,  or in which the
          Company  may be  interested,  as a member  or  otherwise,  and no such
          director shall be accountable  for any  remuneration or other benefits
          received  by him as  director  or office or form his  interest in such
          other  company.  The  directors  may also  exercise the voting  powers
          conferred  by the  shares  in any other  company  held or owned by the
          Company in such manner in all  respects  as they think fit,  including
          the exercise thereof in favour of any resolutions  appointing them, or
          any of their number,  directors or officers of such other company,  or
          voting for the payment of remuneration to the directors or officers of


<PAGE>

          such other  company.  A director may vote in favour of the exercise of
          such voting rights in manner  aforesaid,  notwithstanding  that he may
          be,  or he about to  become,  a  director  or  officer  of such  other
          company,  and as such in any other manner is, or may be, interested in
          the  exercise of such voting  rights in the manner  aforesaid.
     (c)  No director shall be disqualified by his office from  contracting with
          the Company, either as vendor,  purchaser or otherwise,  nor shall any
          such  contract  or  arrangement  entered  into by or on  behalf of the
          company  in  which  any  director  shall be in any way  interested  be
          voided,  nor shall any director so  contracting or being so interested
          be liable to account to Company  for any profit  realised  by any such
          contract  or  arrangement,  by reason of such  director  holding  that
          office  or of the  fiduciary  relationship  thereby  established.  The
          nature of a director's interest must be declared by him at the meeting
          of the director at which the question of entering into the contract or
          arrangement is first taken into consideration, and if the director was
          not at the date of that meeting interested in the proposed contract or
          arrangement,  or shall become  interested in a contract or arrangement
          after  it is  made,  he shall  forthwith  after  it is made,  he shall
          forthwith  after becoming so interested  advise the Company in writing
          of the fact and  nature  of his  interest.  A  general  notice  to the
          directors  by a director  that he is a member of a  specified  firm or
          company,  and  is  to  regarded  as  interested  in  any  contract  or
          transaction  which  may,  after the date of  notice  with such firm or
          company shall(if such director shall give the same at a meeting of the
          director,  or shall take  reasonable  steps to secure that the same is
          brought  up and  read at the next  meeting  of  directors  after it is
          given) be a sufficient  declaration  to such  contract or  transaction
          with such firm or  company.  A  director  may be  counted  as one of a
          quorum upon a motion in respect of any contract or  arrangement  which
          he shall make with the  Company  ,or in which he is so  interested  as
          aforesaid, and may vote upon such motion.

                                    OFFICERS

54.  The  director of the Company  may, by a  resolution  of  director,  appoint
     officers of the Company at such times as shall be  considered  necessary or
     expedient,  and such  officers  may  consist  of a  President,  one or more
     Vice-Presidents,  a Secretary and a treasure and such other officers as may
     from time to time be deemed  desirable.  The  officers  shall  perform such
     duties as shall be prescribed at time of their  appointment  subject to any
     modification in such duties may be prescribed by the directors  thereafter,
     but in the  absence of any  specific  allocation  of duties it shall be the
     responsibility  of the  president to manage the day affairs of the Company,
     the  Vice-Presidents  to act in order of  seniority  in the  absence of the
     president  but otherwise to perform such duties as may be delegated to them
     by the President, the Secretary to maintain the registers, minute books and
     records(other  than  financial  records)  of  the  Company  and  to  ensure
     compliance  with all  procedural  requirements  imposed  on the  Company by
     applicable  law, and the  Treasurer  to be  responsible  for the  financial
     affairs of Company.



<PAGE>

55.  Any person  may hold more than one office and no officer  and be a director
     or member of the Company. The officers shall remain in office until removed
     from office by the directors whether or not a successor is appointed.

56.  Any  officer  who  is a body  corporate  may  person  its  duly  authorized
     representative for the purpose of representing it and of transacting any of
     the business of the officers.

                               POWERS OF DIRECTORS

57.  The business of the Company  shall be managed by the  directors who may pay
     all expenses  incurred  preliminary to and in connection with the formation
     and  registration  of the Company,  and may exercise all such powers of the
     Company as not by the Act or by these Regulations  required to be exercised
     by  the  members  subject  to  any  delegation  of  such  powers  as may be
     authorised  by  these  Regulations  and to such  requirements  as be may be
     prescribed  by  resolution  of the  members,  but no  requirement  made  by
     resolution of the members shall  prevail if it be  inconsistent  with these
     Regulations  nor shall  such  requirement  invalidate  any prior act of the
     directors  which  would  have been valid if such  requirement  had not been
     made.

58.  The  director may entrust to and confer upon any director or officer any of
     the powers exercisable by them upon such terms and conditions and with such
     restrictions  as they think fit,  and either  collaterally  with ,or to the
     exclusion of, their own powers, and may from time revoke,  withdraw,  alter
     or vary all or any of such powers.  The directors may delegate any of their
     powers to committees  consisting of such member or members of their body as
     they think fit; any committee so formed shall in the exercise of the powers
     so delegated  conform to any  regulations  that may be imposed on it by the
     directors.

59.  The  directors  may from time to time and at any time by power of  attorney
     appoint any company,  firm or person or body of persons,  whether nominated
     directly or indirectly by the directors, to be the attorney or attorneys of
     the  Company  for such  purposes  and with  such  powers,  authorities  and
     discretions(not  exceeding  those vested in or exercisable by the directors
     under these Regulations) and for such period and subject to such conditions
     as they may think fit,  and any such  powers of attorney  may contain  such
     provisions for the protection and  convenience of persons  dealing with any
     such  attorney as the  directors  may think fit and may also  authorise any
     such attorney to delegate all or any of powers, authorities and discretions
     vested in him.

60.  Any  director  who is a body  corporate  may  appoint  any  person its duly
     authorized  representative  for the purpose of representing it at Directors
     Meetings and of transacting any of business of the directors.

61.  The Directors  are  authorized to open and operate bank account with banks,
     brokerage houses,  savings and/or loan  associations,  credit institutes or
     any  similar  institutions  of their  choice  anywhere  in the  world.  All
     cheques,  promissory notes,  drafts, bills of exchange and other negotiable


<PAGE>

     instruments  and all  receipts  for monies  paid to the  Company,  shall be
     signed drawn, accepted, endorsed or otherwise executed, as the case may be,
     in such  manner as the  directors  shall  from  time to time by  resolution
     determine.

62.  The  directors  may  exercise all the powers of the Company to borrow money
     and to mortgage or change its  undertakings,  property and uncalled capital
     or any part  thereof,  to  issue  debentures,  debenture  stock  and  other
     securities  whenever  money  is  borrowed  or as  security  for  any  debt,
     liability or obligation of the Company or of any third party.

63.  The continuing directors may act notwithstanding any vacancy in their body,
     save that if  number  of  directors  shall  have been  fixed at two or more
     persons and by reason of  vacancies  having  occurred  among the  directors
     there shall be only one continuing director,  he shall be authorised to act
     alone for the purpose of appointing another director.

                            PROCEEDINGS OF DIRECTORS

64.  The meetings of the directors  and committee  thereof shall be held at such
     place or places as the directors shall decide.

65.  The  directors  may elect a chairman of their  meetings and  determine  the
     period for which he is to hold office;  but if no such chairman is elected,
     or if at any meeting the chairman is not present at the time  appointed for
     holding the same,  the directors  present may choose one of their number to
     be Chairman of the meeting.

66.  The directors  may meet together for the dispatch of business,  adjourn and
     otherwise  regulate their meetings as they think fit.  Questions arising at
     any meeting shall be decided by a majority of votes; in case of an equality
     of votes the chairman  shall have a second or casting  vote. A director may
     at any time summon a meeting of the  directors.  If the Company  shall have
     only one director, the provisions hereinafter contained for meetings of the
     directors  shall not apply but such sole director  shall have full power to
     represent  and act for the Company in all matters and in lieu of minutes of
     a meeting  shall  record in writing  and sign a note or  memorandum  of all
     matters  requiring a resolution of the  directors.  Such note or memorandum
     shall constitute sufficient of such resolution for all purposes.

67.  A director  shall be given not less than seven days  notice of a meeting of
     the directors.

68.  Notwithstanding  Regulation  67  above,  a  meeting  of  directors  held in
     contravention  of that  regulation  shall  be valid  if a  majority  of the
     directors  entitled  to vote at the  meeting  have waived the notice of the
     meeting.

69.  The inadvertent  failure to give notice of a meeting to a director,  or the
     fact that a director has not received the notice,  does not  invalidate the
     meeting.

70.  A meeting of  directors  is duly  constituted  for all  purposes  if at the
     commencement of the meeting there are present in person or by alternate not
     less than one third of the total number of directors with a minimum of two.


<PAGE>

71.  If within half an hour from the time  appointed for the meeting a quorum is
     not present, the meeting shall be dissolved.

72.  Any one or more of the directors or any committee thereof  participate in a
     meeting  of  directors  or  of a  committee  of  directors  by  means  of a
     conference  telephone  or similar  communications  equipment  allowing  all
     persons  participating  in the meeting to hear each other at the same time.
     Participation  by such  means  shall  constitute  presence  in  person at a
     meeting.

73.  A  resolution  approved by a majority of the  directors  for the time being
     entitled to receive  notice of a meeting of the directors or of a committee
     of the directors and taking the form of one or more documents in writing or
     by telex, telegram,  cable or other written electronic  communication shall
     be as valid and  effectual  as if it had been  passed  at a meeting  of the
     directors or of such committee duly convened and held, without the need for
     any notice.

                                    INDEMNITY

74.  Subject to the  provisions of the ACT and of any other statute for the time
     being in force  ,every  director or other  officer of the Company  shall be
     entitled to be  indemnified  out of the assets of the  Company  against all
     losses  or  liabilities  which  he may  sustain  orincur  in or  about  the
     execution of the duties of his office or  otherwise  in relation  thereto ,
     and no director or other  officer  shall be liable  forany loss,  damage or
     misfortune  which may  happen  to, or be  incurred  by the  Company  in the
     execution of the duties of his office ,or in relation thereto.

                                      SEAL

75.  The directors  shall provide for the safe custody of the common seal of the
     Company.The common seal when affixed to any  instrument,shall  be witnessed
     by a director or ant other  person so  authorised  from time to time by the
     directors. The directors may provide for a facsimile of the common seal and
     approve the  signature  of any director or  authorised  person which may be
     reproduced by printing or other means on any  instrument  and it shall have
     the same  force  and  validity  as if the seal  had  been  affixed  to such
     instrument and the same had been signed as hereinbefore described.

                             DIVIDENDS AND RESERVES

76.  The directors may ,by resolution ,declare a dividend, but no dividend shall
     be  declared  and paid  except  out of surplus  and  unless  the  directors
     determine that immediately after the payment of the dividend

     (a)  the Company will be able to satisfy its liabilities as they become due
          in the ordinary course of its business ;and



<PAGE>

     (b)  the  realisable  value of the assets of the  Company  will not be less
          than the sum of its total  liabilities,  other than deferred  taxes,as
          shown in the books of account,and its capital.

77.  Dividends may be declared and paid in money, shares or other property.

78.  In computing  the surplus for the purpose of resolving to declare and pay a
     dividend,the  directors may include in their computation the net unrealised
     appreciation of the the assets of the Company.

79.  The  directors  may  from  time to time  pay to the  members  such  interim
     dividends as appear to the  directors to be justified by the surplus of the
     Company.

80.  Subject to the rights of the holders of shares entitled tospecial rights as
     to dividends  shall be declared and paid  according to the par value of the
     shares in  issue,excluding  those  shares  which are held by the Company as
     treasury shares at the date of declaration of the dividend.

81.  The directors may ,before  recommending any dividends,set  aside out of the
     profits  of the  Company  such sums as they  think  proper as a reserve  or
     reserves which shall, at the discretion of the directors,bee applicable for
     meeting  contingencies,or for any other purpose to which the profits of the
     Company may be properly  applied ,and pending such  application  may,at the
     like  discretion,either  be employed  in the  business of the Company or be
     invested in such  investments as the directors may from time to ttime think
     fit.

82.  In several  persons are  registered as joint  holders of any share,  any of
     them may give effectual receipt for any dividend or other monies payable on
     or in respect of the share.

83.  Notice of any dividend that may have been declared  share,  any of them may
     give  effectual  receipt for any dividend or other monies  payable on or in
     respect of the share.

84.  No dividend shall bear interest against the Company.

                                BOOKS AND RECORDS

85.  The Company shall keep such accounts and records as the directors  consider
     necessary or desirable  in order to reflect the  financial  position of the
     Company.

86.  The  Company  shall keep  minutes of all  meetings of  directors  ,members,
     committees of directors,committeesof officers and committees of members,and
     copies of all resolutions consented to by  directors,members,committees  of
     directors,committees of officers and committees of members.


<PAGE>

87.  The books, records and minutes required by Regulation 85 and 86 shall be at
     the  Registered  Office  of the  Company  or at  such  other  place  as the
     directors  may  determine,  and  shall  be  open to the  inspection  of the
     directors at all time.

88.  The directors shall from time to time determine  whether and to what extent
     and at what times and places and under what  conditions or regulations  the
     books,  records  and minutes of the Company or any of them shall be open to
     the inspection of members not being  directors,  and no member (not being a
     director)  shall have any right of inspecting any book,  record,  minute or
     the Company  except as conferred by Law or  authorized by resolution of the
     direction.

                                      AUDIT

89.  The directors may by resolution  call for the accounts of the Company to be
     examined  by an  auditor  or  auditors  to be  appointed  by  them  at such
     remuneration as may from time to time be agrees.

90.  The  auditor  may be a member of the  Company,  but no  director or officer
     shall be eligible during his continuance in office.

91.  Every  auditor of Company  shall have a right of access at all times to the
     books of accounts  and  vouchers of the  Company,  and shall be entitled to
     require from the officers of the Company such  information and explanations
     as he thinks necessary for the performance of his duties.

92.  The report of the auditor  shall be annexed to the  accounts  upon which he
     reports,  and the auditor  shall be  entitled to receive  notice of, and to
     attend,  any meeting at which the Company's auditor Profit and Loss Account
     and Balance Sheet is to be presented.

                                     NOTICES

93.  Any notice, information or written statement required to be given to member
     shall be served, by mail (air mail service if available)  addressed to each
     member at the address shown in the share register.

94.  All notices directed to be given to the members shall,  with respect to any
     registered  share  to  which  persons  are  jointly  entitled,  be given to
     whichever of such persons in named first in the share register,  and notice
     so given shall be sufficient notice to all the holders of such share.

95.  Any notice,  if served by post,  shall be deemed to have been served within
     ten days of posting,  and in proving such serve it shall be  sufficient  to
     prove the letter containing, the notice was properly addressed and put into
     the Post Office .

                        PENSIONS AND SUPERANNUATION FUNDS

96.  The directors may establish and maintain or procure the  establishment  and
     maintenance of any non-contributory pension or superannuation funds for the
     benefit  of,  and give or  procure  the  giving of  donations,  gratuities,


<PAGE>

     pensions,  allowances  or  emoluments to any persons who are or were at any
     time in the  employment or service of the Company or any company which is a
     subsidiary of the Company or is allied to or associated with the Company or
     with  any such  subsidiary,  or who are or were at any  time  directors  of
     officers of the Company or of any such other  company as  aforesaid  or who
     hold or held any salaried employment or office in the Company or such other
     company,  or any  persons in whose  welfare  the  Company or any such other
     company  as  aforesaid  is or has been at any time  interested,  and to the
     wives,  widows,  families and  dependents of any such person,  and may make
     payments foe or towards the insurance of any such persons as aforesaid, and
     may do any of the matters aforesaid either alone or in conjunction with any
     such other company as aforesaid.  A director holding any such employment or
     office shall be entitled to  participate  in and retain for his own benefit
     any such donation, gratuity, pension, allowance or emolument.

                                   WINDING UP

97.  If the Company shall be wound up, the Liquidator  may, in accordance with a
     resolution  of  members,  divide  among the member in specie or in kind the
     whole or any part of the assets of the Company  (whether they shall consist
     of  property  of the same  kind or not) and may for such  purpose  set such
     value as he deems fair upon any property  tobe divided as aforesaid and may
     determine how such  division  shall be carried out as between the member or
     different classes of member.  The Liquidator may vest the whole or any part
     of such  assets  in  trustees  upon  such  trusts  for the  benefit  of the
     Contributories  as the  Liquidator  shall think fit,  but so that no member
     shall be compelled to accept any shares or other  securities  whereon there
     is any liability.

                                   ARBITRATION

98.  Whenever any difference  arises between the Company on the one hand and any
     of the members, their executors, administrators or these presents or of the
     Act touching  anything done or executed omitted or suffered in pursuance of
     the Act or touching any breach or alleged  breach or otherwise  relating to
     the premises or to these presents or to any ordinance affecting the Company
     or to any of the affairs of the Company,  such difference shall, unless the
     parties agree to refer the same to a single arbitrator,  be referred to two
     arbitrators  one to be chosen by each of the parties to the  difference and
     the arbitrators shall before entering in the reference appoint an umpire.

99.  If either party to the reference  makes default in appointing an arbitrator
     either originally or by way of substitution (in the event that an appointed
     arbitrators  shall die,  be  incapable  of acting or refuse to act) for ten
     days after the other party had given him notice to appoint  the same,  such
     other  party  may  appoint  an art in the  place of the  arbitrator  of the
     defaulting party.



<PAGE>

                              AMENDMENT TO ARTICLES

100. The  company  may  after  or  modify  the  conditions  contained  in  these
     Regulations,  as  originally  drafted or as amended from time to time, by a
     resolution of either the Company member(s) or of the director(s).


We,  MOSSACK  FONSECA & CO.  (B.V.I) LTD, of P.O.BOX 3136,  Road Town,  Tortola,
British  Virgin  Islands  for the  purpose  of  incorporating  an  International
Bussiness  Company under the Iaws or the British Virgin Islands hereby subscribe
our name to these Articles of Association.

--------------------------------------------------------------------------------
                   NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER
--------------------------------------------------------------------------------


MOSSACK FONSECA & CO. (B.V.I.) LTD.
Akara Bldg.
24 De Castro Street
Wickhams Cay I
Road Town, Tortola
British Virgin Islands
                                                   -----------------------------
                                                          Desiree Chalwell
                                                        Assistant Secretary
Trust Company

     ---------------------------------------------------------------------------

DATED this 1st day of July, 2004.

WITNESS to the above signature:
                                                   -----------------------------
                                                   Andra Brown
                                                   Wickhams Cay I
                                                   Road Town, Tortola
                                                   British Virgin Islands

                                                   Secretary