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                                                                  EXHIBIT 3.1(i)

                      THE COMPANIES LAW (2000 REVISION)

                            COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION

                                       OF

                                    ITSA LTD.

l. The name of the Company is ITSA LTD.

2. The  Registered  Office of the Company  shall be at the offices of Maples and
Calder, Attorneys-at-Law, Ugland House, P.O. Box 309, George Town, Grand Cayman,
Cayman Islands,  British West Indies or at such other place as the Directors may
from time to time decide.

3. The objects for which the Company is established are  unrestricted  and shall
include, but without limitation, the following:

(i)  (a) To  carry  on  the  business  of an  investment  company  and to act as
promoters and entrepreneurs and to carry on business as financiers, capitalists,
concessionaires,  merchants,  brokers,  traders,  dealers, agents, importers and
exporters  and to  undertake  and carry on and execute all kinds of  investment,
financial, commercial, mercantile, trading and other operations.

(b) To carry on  whether  as  principals,  agents  or  otherwise  howsoever  the
business  of  realtors,  developers,  consultants,  estate  agents or  managers,
builders, contractors,  engineers,  manufacturers,  dealers in or vendors of all
types of property including services.

(ii) To exercise and enforce all rights and powers conferred by or incidental to
the ownership of any shares,  stock,  obligations or other securities  including


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without  prejudice to the generality of 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,  to  provide
managerial and other  executive,  supervisory and consultant  services for or in
relation to any company in which the  Company is  interested  upon such terms as
may be thought fit.

(iii) To purchase or otherwise acquire,  to sell,  exchange,  surrender,  lease,
mortgage,  charge,  convert, turn to account,  dispose of and deal with real and
personal  property  and  rights  of all kinds  and,  in  particular,  mortgages,
debentures,  produce,  concessions,   options,  contracts,  patents,  annuities,
licences,  stocks,  shares,  bonds,  policies,  book debts,  business  concerns,
undertakings, claims, privileges and choses in action of all kinds.

(iv) To subscribe for, conditionally or unconditionally, to underwrite, issue on
commission or otherwise,  take,  hold,  deal in and convert  stocks,  shares and
securities of all kinds and to enter into  partnership  or into any  arrangement
for sharing  profits,  reciprocal  concessions or cooperation with any person or
company and to promote and aid in promoting, to constitute, form or organise any
company,  syndicate or partnership of any kind, for the purpose of acquiring and
undertaking  any  property  and  liabilities  of the  Company  or of  advancing,
directly or  indirectly,  the  objects of the  Company or for any other  purpose
which the Company may think expedient.

(v) To stand surety for or to guarantee,  support or secure the  performance  of
all or any of the  obligations  of any  person,  firm or company  whether or not
related or  affiliated  to the  Company in any  manner and  whether by  personal
covenant or by mortgage, charge or lien upon the whole or any part of the

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undertaking,  property  and assets of the  Company,  both  present  and  future,
including  its  uncalled  capital or by any such  method and  whether or not the
Company shall receive valuable consideration therefor.

(vi) To engage in or carry on any other  lawful  trade,  business or  enterprise
which may at any time appear to the  Directors  of the Company  capable of being
conveniently carried on in conjunction with any of the aforementioned businesses
or activities  or which may appear to the Directors of the Company  likely to be
profitable to the Company.

In the  interpretation  of this Memorandum of Association in general and of this
Clause 3 in particular no object, business or power specified or mentioned shall
be limited or  restricted  by reference to or inference  from any other  object,
business or power, or the name of the Company, or by the juxtaposition of two or
more  objects,  businesses  or powers and that, in the event of any ambiguity in
this clause or elsewhere in this  Memorandum of  Association,  the same shall be
resolved by such  interpretation  and construction as will widen and enlarge and
not  restrict  the  objects,  businesses  and powers of and  exercisable  by the
Company.

4. Except as prohibited or limited by The  Companies  Law (2000  Revision),  the
Company  shall have full power and  authority  to carry out any object and shall
have and be capable of from time to time and at all times exercising any and all
of the powers at any time or from time to time  exercisable  by a natural person
or body corporate in doing in any part of the world whether as principal, agent,
contractor  or otherwise  whatever  may be  considered  by it necessary  for the
attainment  of  its  objects  and  whatever  else  may  be  considered  by it as
incidental or conducive thereto or consequential thereon, including, but without
in any way  restricting  the generality of the foregoing,  the power to make any
alterations or amendments to this Memorandum of Association and the Articles of

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Association of the Company considered  necessary or convenient in the manner set
out in the Articles of  Association  of the Company,  and the power to do any of
the following acts or things, viz:

to  pay  all  expenses  of  and  incidental  to  the  promotion,  formation  and
incorporation  of the  Company;  to  register  the Company to do business in any
other jurisdiction; to sell, lease or dispose of any property of the Company; to
draw, make,  accept,  endorse,  discount,  execute and issue  promissory  notes,
debentures, bills of exchange, bills of lading, warrants and other negotiable or
transferable  instruments;  to  lend  money  or  other  assets  and  to  act  as
guarantors;  to borrow or raise money on the security of the  undertaking  or on
all or any of the assets of the Company  including  uncalled  capital or without
security;  to  invest  monies of the  Company  in such  manner as the  Directors
determine;  to promote other  companies;  to sell the undertaking of the Company
for cash or any other  consideration;  to distribute assets in specie to Members
of the Company; to make charitable or benevolent  donations;  to pay pensions or
gratuities  or provide other  benefits in cash or kind to  Directors,  officers,
employees,  past or  present  and their  families;  to  purchase  Directors  and
officers liability insurance and to carry on any trade or business and generally
to do all acts and things which, in the opinion of the Company or the Directors,
may be conveniently or profitably or usefully  acquired and dealt with,  carried
on,  executed or done by the Company in connection  with the business  aforesaid
PROVIDED THAT the Company shall only carry on the businesses for which a licence
is required  under the laws of the Cayman  Islands  when so  licensed  under the
terms of such laws.

5. The  liability  of each  Member is limited  to the  amount  from time to time
unpaid on such Member's shares.

6. The share capital of the Company is US$200,000 divided into 20,000,000 shares

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of a nominal or par value of US$0.01 each with power for the Company  insofar as
is  permitted by law, to redeem or purchase any of its shares and to increase or
reduce the said capital  subject to the  provisions  of The  Companies Law (2000
Revision) and the Articles of Association  and to issue any part of its capital,
whether original, redeemed or increased with or without any preference, priority
or  special  privilege  or  subject  to any  postponement  of  rights  or to any
conditions  or  restrictions  and so that unless the  conditions  of issue shall
otherwise  expressly  declare  every  issue of  shares  whether  declared  to be
preference or otherwise shall be subject to the powers hereinbefore contained.

7. If the Company is registered as exempted,  its operations  will be carried on
subject to the  provisions of Section 193 of The  Companies Law (2000  Revision)
and,  subject to the  provisions of The  Companies  Law (2000  Revision) and the
Articles  of  Association,  it  shall  have  the  power  to  register  by way of
continuation  as a body  corporate  limited  by  shares  under  the  laws of any
jurisdiction  outside the Cayman  Islands and to be  deregistered  in the Cayman
Islands.

WE the several  persons whose names and addresses are subscribed are desirous of
being formed into a company in pursuance of this  Memorandum of Association  and
we respectively agree to take the number of shares in the capital of the Company
set opposite our respective names.

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DATED the 13th day of June, 2000.

SIGNATURE and ADDRESS                           NUMBER OF SHARES
OF EACH SUBSCRIBER                              TAKEN BY EACH





      /S/ LINDA MARTIN
------------------------------------
Linda Martin, Attorney-at-Law                         One
PO Box 309, Grand Cayman

      /S/ PAMELA J. WOAN
------------------------------------
Pamela J. Woan, Attorney-at-Law                       One
PO Box 309, Grand Cayman



      /S/ VERA ROCKETT
------------------------------------
Witness to the above signatures

I, Cindy Y. Jefferson-Bulgin, Dep. Registrar of Companies in and for the Cayman
Islands HEREBY CERTIFY that this is a true and correct copy of the Memorandum of
Association of this Company duly incorporated on the 14th day of June, 2000.

                                                     /S/ CINDY JEFFERSON-BULGIN
                                            ------------------------------------
                                                   Dep. Registrar of Companies


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