EXHIBIT 3.3

                           ACTIVECORE TECHNOLOGIES UK
                                     LIMITED


                                   MEMORANDUM
                                  AND ARTICLES
                                 OF ASSOCIATION


                         INCORPORATED ON 15 JANUARY 2004

                             COMPANY NUMBER 05016636
                                    WATERLOW
                                 [WATERLOW LOGO]
                                ESTABLISHED 1844



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THE COMPANIES ACT 1985

(AS AMENDED BY THE COMPANIES ACT 1989)

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

ACTIVECORE TECHNOLOGIES UK LIMITED

1.   The Company's name is ACTIVECORE TECHNOLOGIES UK LIMITED

2.   The Company's registered office is to be situated in England and Wales.

3.   The Company's objects are:-

     (a)  (i)   To carry on business as a general commercial company.

          (ii)  To carry on any trade or business whatsoever  and to do all such
                things as are  incidental or conducive to the carrying on of any
                trade or business by it.

          (iii) To undertake all or any of the following objects.

     (b)  To carry on any other trade or  business  which can, in the opinion of
          the Board of Directors, be advantageously carried on by the Company.

     (c)  To acquire by purchase, lease, exchange, hire or otherwise, or to hold
          for any estate or interest, any land, buildings,,  easements,  rights,
          privileges,  concessions,.  patents, patent rights,  licences,  secret
          processes,  machinery,  plant, stock-in-trade and any real or personal
          property of any kind necessary or convenient for the purposes of or in
          connection with the Company's business.

     (d)  To  erect,  alter or  maintain  any  buildings,  plant  and  machinery
          necessary or convenient  for the Company's  business and to contribute
          to or subsidise the erection,  construction  and maintenance of any of
          the above.

     (e)  To acquire by  subscription  or otherwise and hold,  sell,  deal with,
          make a  market  in or  dispose  of  any  shares,  stocks,  debentures,
          debenture   stock,  or  other   securities  of  any  kind  whatsoever,
          guaranteed by any company  constituted  or carrying on business in any
          part of the world and debentures, debenture stock and other securities
          of any kind  guaranteed by any  Government  or  Authority,  Municipal,
          Local or otherwise,  whether at home or `abroad,  and to subscribe for
          the same  either  conditionally  or  otherwise  and to  guarantee  the
          subscription thereof and to exercise and enforce all rights and powers
          conferred by the ownership thereof.

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     (f)  To receive money on deposit or otherwise  either  without  security or
          secured by  debentures,  debenture  stock  (perpetual or  terminable),
          mortgage or other security charged on the undertaking or on all or any
          of the assets of the Company including uncalled capital, and generally
          to act as bankers.

     (g)  To borrow and raise  money in any manner and to secure with or without
          consideration the repayment of any money borrowed, raised, or owing by
          mortgage, charge, debenture, debenture stock, bond; standard security,
          lien or any other security of whatsoever  nature upon the whole or any
          part of the Company's  property or assets (whether  present or future)
          including  its  uncalled  capital,  and  also by a  similar  mortgage,
          charge,   debenture,   debenture  stock,   bond,   standard  security,
          indemnity,  lien or  security  of  whatsoever  nature  to  secure  and
          guarantee  the  performance  by the  Company  or any other  company or
          person  (including,  but without  prejudice to the  generality  of the
          foregoing) the holding  company of the Company or any company which is
          a subsidiary of such holding company within, in each case, the meaning
          of  Section  736 and  Section  736(A) of the  Companies  Act 1985 (the
          "Act"),  as amended by the Companies  Act 1989,  of any  obligation or
          liability  it or such  person or company  may  undertake  or which may
          become  binding  upon it or such person or company,  and to secure any
          securities of the Company,  by a Trust Deed or other  assurance and to
          enter into partnership or any joint purse arrangement with any person,
          persons, firm or company.

     (h)  To lend  money with or without  security,  and to invest  money of the
          Company upon such terms as the Company may  approve,  and to guarantee
          the  dividends,   interest  and  capital  of  the  shares,  stocks  or
          securities of any company of or in which the Company is a member or is
          otherwise interested, and generally as the Directors think fit.

     (i)  To  apply  for,  purchase  or  otherwise  acquire  and hold or use any
          patents,  licences,  concessions,  copyrights and the like, conferring
          any right to use or  publish  any secret or other  information  and to
          use,  exercise,  develop or grant licences in respect of the property,
          rights or information so acquired.

     (j)  To take part in the formation,  management,  supervision or control of
          the business or operation of any company or  undertaking  and for that
          purpose  to  appoint  and  remunerate   any  directors,   accountants,
          consultants, experts or agents.

     (k)  To employ experts,  consultants and valuers to investigate and examine
          the condition,  prospects,  value,  character and circumstances of any
          business  concerns  and  undertakings  and  generally  of any  assets,
          property or rights.

     (1)  To establish  or promote or concur in  establishing  or promoting  any
          other company whose  objects shall include the  acquisition  or taking
          over of all or any of the assets or  liabilities of the Company or the
          promotion  of  which  shall be in any  manner  calculated  to  advance
          directly or indirectly the objects or the interests of the Company and
          to acquire,  hold or dispose of shares, stocks or securities issued by
          or any other obligations of any such other company.

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     (m)  To draw, accept, make, endorse, discount, execute, issue and negotiate
          promissory  notes,  bills  of  exchange,  bills of  lading,  warrants,
          debentures and other negotiable instruments.

     (n)  To invest  and deal with the  monies of the  Company  not  immediately
          required  for the  purposes of the  business of the Company in or upon
          such investments and in such manner as the Company may approve.

     (o)  To pay for any  property or rights  acquired by the Company  either in
          cash or by the  issue of  fully  or  partly  paid up  shares,  with or
          without  preferred or deferred or special  rights or  restrictions  in
          respect of dividend,  repayment of capital, voting or otherwise, or by
          any securities  which the Company has power to issue, or partly in one
          mode and partly in another, and generally on such terms as the Company
          may determine.

     (p)  To  accept  payment  for any  property  or  rights  sold or  otherwise
          disposed  of or  dealt  with  by  the  Company,  either  in  cash,  by
          instalments  or  otherwise,  or in fully or partly  paid-up  shares or
          stock of any  company or  corporation,  with or without  preferred  or
          deferred or special  rights or  restrictions  in respect of  dividend,
          repayment  of  capital,  voting  or  otherwise,  or in  debentures  or
          mortgages or other  securities of any company or corporation or partly
          in one mode and partly in another,  and generally on such terms as the
          Company may determine,  and to hold, dispose of or otherwise deal with
          any shares, stocks or securities so acquired.

     (q)  To enter into arrangements for joint working in business or amalgamate
          with or enter into any partnership or arrangement for sharing profits,
          union of interests,  reciprocal  concession or  co-operation  with any
          company,  firm or  person  carrying  on or  proposing  to carry on any
          business  within  the  objects  of the  Company or which is capable of
          being carried on so as directly or indirectly to benefit the Company.

     (r)  To purchase or otherwise  acquire,  take over and undertake all or any
          part of the business,  property,  liabilities and  transactions of any
          person,  or company  carrying on any business the carrying on of which
          is calculated to benefit the Company or to advance its  interests,  or
          possessed of property suitable for the purposes of the Company.

     (s)  To sell, improve,  manage, develop, turn to account,  exchange, let on
          rent,  royalty,  share  of  profits  or  otherwise,   grant  licences,
          easements  and other  rights in or over,  and in any other manner deal
          with or dispose of the  undertaking and all or any of the property and
          assets for the time being of the Company for such consideration as the
          Company may think fit.

     (t)  To provide for the welfare of persons employed or formerly employed by
          the Company and to grant pensions, allowances, gratuities. and bonuses
          to officers or  ex-officers,  employees or ex-employees of the Company
          or its  predecessors  in business or of any associated  company of the
          Company or its  predecessors  in  business or the  dependants  of such

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          persons and to establish  and maintain or concur in  establishing  and
          maintaining  trusts,   funds  or  schemes  (whether   contributory  or
          non-contributory),  with a view to  providing  pensions or other funds
          for any such persons as aforesaid or their dependants.

     (u)  To subscribe to or otherwise aid the establishment and support of, any
          schools  and  any  educational,  scientific,  literary,  religious  or
          charitable institutions or trade societies,  whether such institutions
          or societies be solely  connected with the business  carried on by the
          Company or its  predecessors  in business or not, and to institute and
          maintain any club or other establishment.

     (v)  To distribute in specie assets of the Company  properly  distributable
          amongst  the  members,  but so that  no  distribution  amounting  to a
          reduction of capital be made except with the sanction (if any) for the
          time being required by law.

     (w)  To purchase and  maintain  insurance  for or for the  benefit.  of any
          persons who are or were at any time directors,  officers, employees or
          auditors of the Company against any liability incurred by such persons
          in respect of any act or omission in the actual or purported execution
          and or  discharge  of their  duties  and or in the  exercise  of their
          powers and or otherwise in relation to their duties, powers or offices
          in relation to the Company,  and to such extent as may be permitted by
          law or otherwise to indemnify or to exempt any such person  against or
          from any such liability.

     (x)  To do all or any of the things hereinbefore  authorised,  either alone
          or in conjunction with others,  or as factors,  trustees or agents for
          others, or by or through factors, trustees or agents.

     (y)  Subject to, and always in compliance  with, the provisions of Sections
          155 to 158  (inclusive)  of the Act (if and so far as such  provisions
          shall be applicable),  to give,  whether  directly or indirectly,  any
          kind of financial  assistance (as defined in Section  152(1)(a) of the
          Act) for any such  purpose as is specified  in Section  151(1)  and/or
          Section 151(2) of the Act.

     (z)  To do all such other things  (whether  similar to any of the foregoing
          or not) as are incidental to or which the Company may think  conducive
          to the above objects or any of them.

The  objects  set  forth  in  any   sub-clause  of  this  clause  shall  not  be
restrictively  construed but the widest  interpretation  shall be given thereto,
and they shall not, except when the context expressly so requires, be in any way
limited to or restricted  by reference to or inference  from any other object or
objects set forth in such sub-clause or from the terms of any other subclause or
by the name of the Company.  None of such  sub-clauses  or the object or objects
therein  specified or the powers thereby conferred shall be deemed subsidiary or
ancillary to the objects or powers  mentioned in any other  sub-clause,  but the
Company  shall  have full  power to  exercise  all or any of the  powers  and to
achieve or to  endeavour  to achieve all or any of the objects  conferred by and
provided in any one or more of the said sub-clauses.

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4.   The liability of the Members is limited.

5.   The Company's  share  capital  is(pound)1,000  divided into 1,000  Ordinary
     shares of(pound)1 each.

We, the subscriber to this  Memorandum of  Association  wish to be formed into a
Company pursuant to this  Memorandum;  and we agree to take the number of shares
shown opposite our name.

Name and Address of Subscriber              Number of shares taken by Subscriber

     Activecore Technologies, Inc.                          One
     6121 Lakeside Drive                                  Ordinary
     Suite 260
     Reno
     Nevada  89511
     USA

Dated:   15 January 2004



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