Exhibit 3.1

Dated 29 January Two Thousand and Three

SETTLEMENT

made by and between

HUGO JAN HEEREMA

and

BAILHACHE LABESSE TRUSTEES LIMITED & GRAHAM RADFORD BOXALL

constituting

| |  |                     |  | 
| |  | ------------------- |  | 
| |  |                     |  | 
| |  | THE JACARANDA TRUST |  | 
| |  |                     |  | 

| |  |                         
| |  | ------------------------
| |  | BAILHACHE LABESSE       
| |  |                         
| |  | Advocates and Solicitors

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INDEX OF CLAUSES AND SCHEDULES

|Clause   |                                                                                                                      | Page
|-------- | -------------------------------------------------------------------------------------------------------------------- | ----
|1.       | Definitions and construction                                                                                         | 3   
|2.       | Proper law and forum of administration                                                                               | 6   
|3.       | Appointment and exclusion of Beneficiaries                                                                           | 7   
|4.       | Trusts for sale and retention and general powers of investment                                                       | 8   
|5.       | Overriding power of appointment                                                                                      | 8   
|6.       | Trusts in default of appointment                                                                                     | 9   
|7.       | Ultimate default trust                                                                                               | 10  
|8.       | Power to transfer Trust Fund to another settlement                                                                   | 10  
|9.       | Exercise of Trustees' powers and formalities for consents                                                            | 10  
|10.      | Additional powers of Trustees                                                                                        | 11  
|11.      | Persons dealing with the Trustees                                                                                    | 12  
|12.      | Appointment, retirement etc of Trustees                                                                              | 12  
|13.      | Non-accountability of Trustees for certain remuneration                                                              | 12  
|14.      | Exoneration and indemnity of Trustees generally                                                                      | 12  
|15.      | Exoneration of Trustees from management of companies                                                                 | 14  
|16.      | Disclosure by Trustees                                                                                               | 14  
|17.      | Remuneration of Trustees                                                                                             | 14  
|18.      | Receipts to discharge Trustees                                                                                       | 15  
|19.      | Delegation of Trustees' trusts powers duties and discretions                                                         | 15  
|20.      | Release of powers                                                                                                    | 15  
|21.      | Variation                                                                                                            | 16  
|22.      | Overriding restrictions                                                                                              | 16  
|23.      | The Protector                                                                                                        | 17  
|24.      | Community of property                                                                                                | 17  
|25.      | Invalidity                                                                                                           | 17  
|26.      | Notices                                                                                                              | 17  
|27.      | Clause headings                                                                                                      | 18  
|Schedule |                                                                                                                      | Page
|I        | The powers of investment referred to in clause 4(2)                                                                  | 18  
|II       | The additional administrative powers conferred on the Trustees by clause 10(3)                                       | 19  
|III      | The provisions referred to in clause 12 relating to the appointment and retirement of Trustees and ancillary matters | 24  
|IV       | The provisions referred to in clause 23 relating to the Protector                                                    | 26  

2

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THIS SETTLEMENT(hereinafter called "this settlement") is made
onBY
AND BETWEEN HUGO JAN HEEREMA("the Settlor") of the one partAND BAILHACHE LABESSE TRUSTEES
LIMITEDwhose registered office is situated at Piermont House 33/35 Pier Road St. Helier Jersey Channel IslandsAND GRAHAM
RADFORD BOXALLof the same address ("the Original Trustees") of the other part

WHEREAS

WHEREAS

NOW THIS INSTRUMENT WITNESSESas follows:

1.    Definitions and construction

In this settlement where the context so admits



3

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4

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| |     |     |                                                                                                                                       
| | --- | --- | --------------------------------------------------------------------------------------------------------------------------------------
| | (3) | (a) | an adopted person (whether now or hereafter adopted) shall be treated as the child of his adoptive parents and of no other person     
| |     | (b) | a legitimated person (whether now or hereafter legitimated) shall be treated as the child of his actual parents and of no other person
| |     | (c) | an illegitimate person shall not (unless and until adopted or legitimated) be treated as the child of any person                      

2.    Proper law and forum of administration





5

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3.    Appointment and exclusion of Beneficiaries



4.    Trusts for sale and retention and general powers of investment



6

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5.    Overriding power of appointment



6.    Trusts in default of appointment



7

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7.    Ultimate default trust



8.    Power to transfer Trust Fund to another settlement



9.    Exercise of Trustees' powers and formalities for consents



8

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10.  Additional Powers of Trustees



11.  Persons dealing with the Trustees



9

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12.  Appointment, retirement etc of Trustees



13.  Non-accountability of Trustees for certain remuneration



14.  Exoneration and indemnity of Trustees generally



10

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| |     |     |                                                                                                                                                                                                                                                                                                                                                                            
| | --- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) | (a) | The approval of the accounts of this settlement given in writing by the Protector shall be a complete discharge to the Trustees in respect of any claim by any Beneficiary in relation to such accounts                                                                                                                                                                    
| |     | (b) | If there shall be no Protector or in the event (for whatever other reason) of such approval not being forthcoming an audit or other approval in writing of the accounts of this settlement by a recognised international accounting firm shall likewise be
a complete discharge to the Trustees and shall be binding on any person having an interest of any kind hereunder



15.  Exoneration of Trustees from management of companies



16.  Disclosure by Trustees





11

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17.  Remuneration of Trustees



18.  Receipts to discharge Trustees



19.  Delegation of Trustees' trusts powers duties and discretions



20.  Release of Powers



12

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21.  Variation



22.  Overriding restrictions

Notwithstanding anything in this settlement contained or implied



13

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14

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THE FIRST SCHEDULE

(The powers of investment referred to in clause 4(2))

Trustees' unrestricted power of investment











15

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THE SECOND SCHEDULE

(The additional administrative powers conferred on the Trustees by clause 10(3))











16

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17

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18

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THE THIRD SCHEDULE

(The provisions referred to in clause 12 relating to the appointment and retirement
of Trustees and ancillary matters)

19

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20

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THE FOURTH SCHEDULE

(The provisions referred to in clause 23 relating to the Protector)

21

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|    |     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | (a) | The powers of appointment under paragraphs (1) and (2) above shall be exercised by instrument (specifying the date from which or the event on the occurrence of which the appointment is to take effect) which
shall be (and be expressed to be) either irrevocable or revocable by the person for the time being entitled to exercise the power at any time until such date or event                           
|    | (b) | Upon the exercise of the power conferred by paragraph (2) then unless the appointment thereunder shall be made by the Trustees the person appointed shall give written notice of the appointment to the Trustees (specifying the date from which or
the event on the occurrence of which the appointment is to take effect) and until such notice is given the appointment shall not be capable of taking effect



|    |     |                                                                                                                                                                                                                                                                                                                                                         |                                                                                                      
|--- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------
|(7) | (a) | Each person occupying the office of Protector shall have an absolute and uncontrolled discretion in the execution or professed execution of his fiduciary powers and duties hereunder and no person occupying the office of
Protector shall be liable                                                                                                  
|    |     | (i)                                                                                                                                                                                                                                                                                                                                                     | by reason of any mistake or omission made in good faith or                                           
|    |     | (ii)                                                                                                                                                                                                                                                                                                                                                    | by reason of any other matter or thing except fraud wilful misconduct or gross negligence on his part
|    | (b) | Each person occupying the office of Protector shall be entitled to exoneration and indemnity out of the Trust Fund for any liability loss or expense incurred hereunder and for any judgment recovered against and paid by such person other than
liability loss expense or judgment arising out of his own fraud wilful misconduct or gross negligence



22

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23

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IN WITNESSwhereof this settlement was made on the day and in the year hereinbefore first written

|                                                                                            |  |       |  |                                                                                                
|------------------------------------------------------------------------------------------- |  | ----- |  | -----------------------------------------------------------------------------------------------
|SIGNEDbyHUGO JAN HEEREMAin the presence of                                                  |  | )
)   |  | /s/HUGO JAN HEEREMA.................................................
Hugo Jan Heerema          
|/s/A. ROGAN.................................................
Witness                        |  |       |  |                                                                                                
|The Common Seal ofBAILHACHE
LABESSE TRUSTEES LIMITEDwas hereunto affixed in the presence of |  | )
)
) |  | /s/RICHARD J. DROSSER.................................................
Director                
|                                                                                            |  |       |  | /s/MARK LEWIS.................................................
Director                        
|/s/A. ROGAN.................................................
Witness                        |  |       |  |                                                                                                
|SIGNEDbyGRAHAM RADFORDBOXALLin the presence of                                              |  | )
)   |  | /s/GRAHAM RADFORD BOXALL.................................................
Graham Radford Boxall
|/s/J.J.R. JOHNSON.................................................
Witness                  |  |       |  |                                                                                                

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