Exhibit 3.2  TERRITORY
OF THE BRITISH VIRGIN ISLANDS  BVI
BUSINESS COMPANIES ACT, 2004  ARTICLES
OF ASSOCIATION  OF  FGX
INTERNATIONAL HOLDINGS LIMITED  DISSAPLIED PART IV OF THE BVI BUSINESS
COMPANIES ACT, 2004 ON 18 OCTOBER 2007  1.REGISTERED SHARES  1.1.Every Member is entitled to a
certificate signed by a director of the Company or under the Seal specifying
the number of Shares held by him and the signature of the director and the Seal
may be facsimiles.  1.2.Any Member receiving a certificate
shall indemnify and hold the Company and its directors and officers harmless
from any loss or liability which it or they may incur by reason of any wrongful
or fraudulent use or representation made by any person by virtue of the
possession thereof. If a certificate for Shares is worn 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 may be required by a Resolution of
Directors.  1.3.If several Eligible Persons are registered
as joint holders of any Shares, any one of such Eligible Persons may give an
effectual receipt for any Distribution.  1.4.Notwithstanding any other provision
in these Articles of Association in the contrary, the Company may from time to
time adopt a system of issuance, recordation and transfer of its shares by
electronic book-entry or other means not involving any issuance of
certificates, including provisions for notice to purchasers in substitution for
any required statements of certificates, and as may be required by applicable
corporate securities laws which system has been approved by the United States
Securities and Exchange Commission. Any system so adopted shall not become
effective as to issued and outstanding certificated shares until the certificates
therefore have been surrendered to the Company. The adoption of such system, as
well as the rules, terms and conditions applicable to the same, shall be
approved by the board of directors of the Company.  2.SHARES  2.1.Shares and other Securities may be
issued and options to acquire Shares or other Securities may be granted at such
times, to such Eligible Persons, for such consideration and on such terms as
the directors may by Resolution of Directors determine.  2.2.Section 46 of the Act does not apply
to the Company.


2.3.A Share may be issued for
consideration in any form, including money, a promissory note, real property,
personal property (including goodwill and know-how) or a contract for future
services.  2.4.No Shares may be issued for a
consideration other than money, unless a Resolution of Directors has been
passed stating:  (a)the amount to be credited for the issue of the
Shares;  (b)their determination of the reasonable present
cash value of the non-money consideration for the issue; and  (c)that, in their opinion, the present cash value
of the non-money consideration for the issue is not less than the amount to be
credited for the issue of the Shares.  2.5.The Company shall keep a register
(the shareregister) containing:  (a)the names and addresses of the persons who hold
Shares;  (b)the number of each class and series of Shares
held by each Member;  (c)the date on which the name of each Member was
entered in the share register; and  (d)the date on which any Eligible Person ceased to
be a Member.  2.6.The share register may be in any
such form as the directors may approve, but if it is in magnetic, electronic or
other data storage form, the Company must be able to produce legible evidence
of its contents. Until the directors otherwise determine, the magnetic,
electronic or other data storage form shall be the original share register.  2.7.A Share is deemed to be issued when
the name of the Member is entered in the share register.  3.FORFEITURE  3.1.Shares that are not fully paid on
issue are subject to the forfeiture provisions set forth in this Article and
for this purpose Shares issued for a promissory note or a contract for future
services are deemed to be not fully paid.  3.2.A written notice of call specifying
the date for payment to be made shall be served on the Member who defaults in
making payment in respect of the Shares.  3.3.The written notice of call referred
to in Article 3.2 shall name a further date not earlier than the expiration of
14 days from the date of service of the notice on or before which the payment
required by the notice is to be made and shall contain a statement that in the
event of non-payment at or before the time named in the notice the Shares, or
any of them, in respect of which payment is not made will be liable to be
forfeited.  3.4.Where a written notice of call has
been issued pursuant to Article 3.2 and the requirements of the notice have not
been complied with, the directors may, at any time before tender of payment,
forfeit and cancel the Shares to which the notice relates.  3.5.The Company is under no obligation
to refund any moneys to the Member whose Shares have been cancelled pursuant to
Article 3.4 and upon cancellation that Member shall be discharged from any
further obligation to the Company.  2


4.TRANSFER OF SHARES  4.1.Subject to the Memorandum and any
restrictions at law, shares may be freely transferred by a written instrument
of transfer signed by the transferor and containing the name and address of the
transferee, which shall be sent to the Company for registration.  4.2.The transfer of a Share is effective
when the name of the transferee is entered on the share register. The Board of
Directors may from time to time appoint a transfer agent (the transfer agent) to maintain the share register.  4.3.If the directors of the Company are
satisfied or, where transfer agent has been appointed pursuant to Article 4.2,
the transfer agent is satisfied, that an instrument of transfer relating to
Shares has been signed but that the instrument has been lost or destroyed, the
directors may resolve by Resolution of Directors or, in the case of the
transfer agent, the transfer agent may by written statement:  (a)to accept such evidence of the transfer of
Shares as they consider appropriate; and  (b)that the transferees name should be entered in
the share register notwithstanding the absence of the instrument of transfer.  4.4.Subject to the Memorandum, the personal
representative of a deceased Member may transfer a Share even though the
personal representative is not a Member at the time of the transfer.  5.DISTRIBUTIONS  5.1.The directors of the Company may, by
Resolution of Directors, authorise a distribution at a time and of an amount
they think fit if they are satisfied, on reasonable grounds, that, immediately
after the distribution, the value of the Companys assets will exceed its
liabilities and the Company will be able to pay its debts as and when they fall
due.  5.2.Dividends may be paid in money,
shares, or other property.  5.3.The Company may, by Resolution of
Directors, from time to time pay to the Members such interim dividends as
appear to the directors to be justified by the profits of the Company, provided
always that they are satisfied, on reasonable grounds, that, immediately after
the distribution, the value of the Companys assets will exceed its liabilities
and the Company will be able to pay its debts as and when they fall due.  5.4.Notice in writing of any dividend
that may have been declared shall be given to each Member in accordance with
Article 21 and all dividends unclaimed for three years after such notice has
been given to a Member may be forfeited by Resolution of Directors for the
benefit of the Company.  5.5.No dividend shall bear interest as
against the Company and no dividend shall be paid on Treasury Shares.  3


6.REDEMPTION OF
SHARES AND TREASURY SHARES  6.1.The Company may purchase, redeem or
otherwise acquire and hold its own Shares save that the Company may not
purchase, redeem or otherwise acquire its own Shares without the consent of the
Member whose Shares are to be purchased, redeemed or otherwise acquired unless
the Company is permitted by the Act or any other provision in the Memorandum or
Articles to purchase, redeem or otherwise acquire the Shares without such
consent.  6.2.The purchase redemption or other
acquisition by the Company of its own Shares is deemed not to be a distribution
where:  (a)the Company purchases, redeems or otherwise
acquires the Shares pursuant to a right of a Member to have his Shares redeemed
or to have his shares exchanged for money or other property of the Company, or  (b)the Company purchases, redeems or otherwise
acquires the Shares by virtue of the provisions of section 179 of the Act.  6.3.Sections 60, 61 and 62 of the Act
shall not apply to the Company.  6.4.Shares that the Company purchases,
redeems or otherwise acquires pursuant to this Article may be cancelled or held
as Treasury Shares except to the extent that such Shares are in excess of 50
percent of the issued Shares in which case they shall be cancelled but they
shall be available for reissue.  6.5.All rights and obligations attaching
to a Treasury Share are suspended and shall not be exercised by the Company
while it holds the Share as a Treasury Share.  6.6.Treasury Shares may be disposed of
by the Company on such terms and conditions (not otherwise inconsistent with
the Memorandum and Articles) as the Company may by Resolution of Directors
determine.  6.7.Where Shares are held by another
body corporate of which the Company holds, directly or indirectly, shares
having more than 50 per cent of the votes in the election of directors of the
other body corporate, all rights and obligations attaching to the Shares held
by the other body corporate are suspended and shall not be exercised by the
other body corporate.  7.MORTGAGES AND CHARGES OF
SHARES  7.1.A Member may by an instrument in
writing mortgage or charge his Shares.  7.2.There shall be entered in the share
register at the written request of the Member:  (a)a statement that the Shares held by him are
mortgaged or charged;  (b)the name of the mortgagee or chargee; and  (c)the date on which the particulars specified in
subparagraphs (a) and (b) are entered in the share register.  7.3.Where particulars of a mortgage or
charge are entered in the share register, such particulars may be cancelled:  4


(a)with the written consent of the
named mortgagee or chargee or anyone authorised to act on his behalf; or  (b)upon evidence satisfactory to the
directors of the discharge of the liability secured by the mortgage or charge
and the issue of such indemnities as the directors shall consider necessary or
desirable.  7.4.Whilst particulars of a mortgage or
charge over Shares are entered in the share register pursuant to this Article:  (a)no transfer of any Share the subject of those
particulars shall be effected;  (b)the Company may not purchase, redeem or
otherwise acquire any such Share; and  (c)no replacement certificate shall be issued in
respect of such Shares, without the written consent of the named mortgagee or
chargee.  8.MEETINGS OF MEMBERS  8.1.Any director of the Company may
convene meetings of the Members at such times and in such manner and places
within or outside the British Virgin Islands as the director considers
necessary or desirable.  8.2.Upon the written request of the
Members entitled to exercise 30 per cent or more of the voting rights in
respect of the matter for which the meeting is requested the directors shall
convene a meeting of Members. Notice of such meetings must be received at the
Companys registered office not less than 30 days or more than 60 days prior to
the date proposed for the meeting. Where a meeting of Members is convened
pursuant to this Article 8.2 contains proposals relating to the nomination of
candidates for election as directors or new business to be presented at the
meeting:  (a)the directors of the Company shall
be given at least 30 days notice of the meeting; and  (b)notice of such proposals must be
given in writing to the Companys secretary prior to the meeting at which the
action is to be taken.  The advance notice requirements
in this Article do not give the Companys board of directors any power to
approve or disapprove a Members director nominations or proposals but may have
the effect of precluding the consideration of business at a meeting if the
proper notice procedures are not followed.  8.3.Subject to meetings of Members
convened pursuant to Article 8.2 for which differing notice provisions apply,
the director convening a meeting shall give not less than seven days written
notice of a meeting of Members to:  (a)those Members whose names on the date the
notice is given appear as Members in the share register of the Company and are
entitled to vote at the meeting; and  (b)the other directors.  8.4.The director convening a meeting of
Members may fix as the record date for determining those Members that are
entitled to vote at the meeting the date notice is given of the meeting, or
such other date as may be specified in the notice, being a date not earlier
than the date of the notice.  8.5.A meeting of Members held in
contravention of the requirement to give notice is valid if Members holding at
least 90 per cent of the total voting rights on all the matters to be
considered at the meeting have waived notice of the meeting and, for this
purpose, the presence of a Member at the meeting shall constitute waiver in
relation to all the Shares which that Member holds.  5


8.6.The inadvertent failure of a
director who convenes a meeting to give notice of a meeting to a Member or
another director, or the fact that a Member or another director has not
received notice, does not invalidate the meeting.  8.7.A Member may be represented at a
meeting of Members by a proxy who may speak and vote on behalf of the Member.  8.8.The instrument appointing a proxy
shall be produced at the place designated for the meeting before the time for
holding the meeting at which the person named in such instrument proposes to
vote.  8.9.The instrument appointing a proxy
shall be in substantially the following form or such other form as the chairman
of the meeting shall accept as properly evidencing the wishes of the Member
appointing the proxy.  FGX International Holdings Limited  I/We being a Member of the
above Company HEREBY APPOINT                                                                                                 of                                                        or
failing him                                                                                    of                                                               to
be my/our proxy to vote for me/us at the meeting of Members to be held on the               day
of                         ,
20             and
at any adjournment thereof.  (Any
restrictions on voting to be inserted here.)  Signed this          day
of                           ,
20  Member  8.10.The following applies where Shares are jointly
owned:  (a)if two or more persons hold Shares jointly each
of them may be present in person or by proxy at a meeting of Members and may
speak as a Member;  (b)if only one of the joint owners is present in
person or by proxy he may vote on behalf of all joint owners; and  (c)if two or more of the joint owners
are present in person or by proxy they must vote as one and in the event of
disagreement between any of the joint owners of Shares then the vote of the
joint owner whose name appears first (or earliest) in the share register in
respect of the relevant Shares shall be recorded as the vote attributable to
the Shares.  6


8.11.A Member shall be deemed to be
present at a meeting of Members if he participates by telephone or other
electronic means and all Members participating in the meeting are able to hear
each other.  8.12.A meeting of Members is duly
constituted if, at the commencement of the meeting, there are present in person
or by proxy not less than members entitled to exercise at least fifty percent
(50%) of the votes. If the Company has two or more classes of shares, a meeting
may be quorate for some purposes and not for others. A quorum may comprise a
single Member or proxy and then such person may pass a Resolution of Members
and a certificate signed by such person accompanied where such person holds a
proxy by a copy of the proxy instrument shall constitute a valid Resolution of
Members.  8.13.If the quorum required by Section
8.12 is not present or represented at any meeting of the Members, the holders
of a majority of the votes entitled to be cast by the Members entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each Member entitled to vote at the
meeting.  8.14.At every meeting of Members, the
Chairman of the Board shall preside as chairman of the meeting (the Chairman). If there is no Chairman of the Board or if the
Chairman of the Board is not present at the meeting, the Members present shall
choose one of their number to be the Chairman. If the Members are unable to
choose a chairman for any reason, then the person representing the greatest
number of voting Shares present in person or by proxy at the meeting shall
preside as Chairman.  8.15.The Chairman may, with the consent
of the meeting, adjourn any meeting from time to time, and from place to place.  8.16.At any meeting of the Members the
Chairman is responsible for deciding in such manner as he considers appropriate
whether any resolution proposed has been carried or not and the result of his
decision shall be announced to the meeting and recorded in the minutes of the
meeting. If the Chairman has any doubt as to the outcome of the vote on a
proposed resolution, he shall cause a poll to be taken of all votes cast upon
such resolution. If the Chairman fails to take a poll then any Member present
in person or by proxy who disputes the announcement by the Chairman of the
result of any vote may immediately following such announcement demand that a
poll be taken and the Chairman shall cause a poll to be taken. If a poll is
taken at any meeting, the result shall be announced to the meeting and recorded
in the minutes of the meeting.  8.17.Subject to the specific provisions
contained in this Article for the appointment of representatives of Members
other than individuals the right of any individual to speak for or represent a
Member shall be determined by the law of the jurisdiction where, and by the
documents by which, the Member is constituted or derives its existence. In case
of doubt, the directors may in good faith seek legal advice and unless and
until a court of  7


competent jurisdiction shall otherwise rule, the directors may rely and
act upon such advice without incurring any liability to any Member or the
Company.  8.18.Any Member other than an individual
may by resolution of its directors or other governing body authorise such
individual as it thinks fit to act as its representative at any meeting of
Members or of any class of Members, and the individual so authorised shall be
entitled to exercise the same rights on behalf of the Member which he
represents as that Member could exercise if it were an individual.  8.19.The chairman of any meeting at which
a vote is cast on behalf of any Member other than an individual may at the
meeting but not thereafter call for a notarially certified copy of such
authority which shall be produced within 7 days of being so requested or the
votes cast on behalf of such Member shall be disregarded.  Directors of the Company may
attend and speak at any meeting of Members and at any separate meeting of the
holders of any class or series of Shares.  8.20.An action that may be taken by the
Members at a meeting may not be taken by a Resolution of Members consented to
in writing.  8.21.Notwithstanding anything to the
contrary in these Articles, the following actions may only be taken with the
affirmative vote with at least two thirds of the holders of Ordinary Shares:  (a)the amendment of Clauses 6.3., 11.1
and/or 12.1.(h) of the Companys Memorandum of Association and/or Articles
8.2., 8.12., 8.21., and/or 9.5 of the Companys Articles of Associations;
and/or  (b)the approval of any merger,
consolidation or reorganisation by the Company that would have the effect of
altering any of the clauses or Articles mentioned above.  9.DIRECTORS  9.1.The directors shall be elected by
Resolution of Members or by Resolution of Directors for such term as the
Members or directors determine.  9.2.No person shall be appointed as a
director of the Company unless he has consented in writing to act as a
director.  9.3.The minimum number of directors shall
be one and there shall be no maximum number of directors.  9.4.Each director holds office for the
term, if any, fixed by the Resolution of Members or Resolution of Directors
appointing him, or until his earlier death, resignation or removal. If no term
is fixed on the appointment of a director, the director serves indefinitely
until his earlier death, resignation or removal.  9.5.A director may be removed from
office:  (a)without cause by Resolution of Members passed
with the affirmative vote of at least two thirds of the holders of Ordinary
Shares or with cause by a Resolution of Members passed with simple majority, in
each case at a meeting of Members called for the purposes of removing the
director; or  8


(b)with or without cause, by a Resolution of
Directors passed at a meeting of directors.  9.6A director may resign his office by
giving written notice of his resignation to the Company and the resignation has
effect from the date the notice is received by the Company at the office of its
registered agent or from such later date as may be specified in the notice. A
director shall resign forthwith as a director if he is, or becomes,
disqualified from acting as a director under the Act.  9.7.The directors may at any time
appoint any person to be a director either to fill a vacancy or as an addition
to the existing directors. Where the directors appoint a person as director to
fill a vacancy, the term shall not exceed the term that remained when the
person who has ceased to be a director ceased to hold office.  9.8.A vacancy in relation to directors
occurs if a director dies or otherwise ceases to hold office prior to the
expiration of his term of office.  9.9.The Company shall keep a register of
directors containing:  (a)the names and addresses of the persons who are
directors of the Company;  (b)the date on which each person whose name is
entered in the register was appointed as a director of the Company;  (c)the date on which each person named as a
director ceased to be a director of the Company; and  (d)such other information as may be prescribed by
the Act.  9.10.The register of directors may be
kept in any such form as the directors may approve, but if it is in magnetic,
electronic or other data storage form, the Company must be able to produce
legible evidence of its contents. Until a Resolution of Directors determining
otherwise is passed, the magnetic, electronic or other data storage shall be
the original register of directors.  9.11.The directors may, by a Resolution
of Directors, fix the emoluments of directors with respect to services to be
rendered in any capacity to the Company.  9.12.A director is not required to hold a
Share as a qualification to office.  10.POWERS OF DIRECTORS  10.1.The business and affairs of the
Company shall be managed by, or under the direction or supervision of, the
directors of the Company. The directors of the Company have all the powers
necessary for managing, and for directing and supervising, the business and
affairs of the Company. The directors may pay all expenses incurred preliminary
to and in connection with the incorporation of the Company and may exercise all
such powers of the Company as are not by the Act or by the Memorandum or the
Articles required to be exercised by the Members.  10.2.Each director shall exercise his
powers for a proper purpose and shall not act or agree to the Company acting in
a manner that contravenes the Memorandum, the Articles or the Act. Each
director, in exercising his powers or performing his duties, shall act  9


honestly and in good faith in what the director believes to be the best
interests of the Company.  10.3.Any director which is a body
corporate may appoint any individual as its duly authorised representative for
the purpose of representing it at meetings of the directors, with respect to
the signing of consents or otherwise.  10.4.The continuing directors may act
notwithstanding any vacancy in their body.  10.5.The directors may by Resolution of
Directors exercise all the powers of the Company to incur indebtedness,
liabilities or obligations and to secure indebtedness, liabilities or
obligations whether of the Company or of any third party.  10.6.All cheques, promissory notes,
drafts, bills of exchange and other negotiable instruments and all receipts for
moneys paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as shall from time to time
be determined by Resolution of Directors.  10.7.Section 175 of the Act shall not
apply to the Company.  11.PROCEEDINGS OF DIRECTORS  11.1.Any one director of the Company or
the Companys secretary may call a meeting of the directors by sending a written
notice to each other directors.  11.2.The directors of the Company or any
committee thereof may meet at such times and in such manner and places within
or outside the British Virgin Islands as the notice calling the meeting
provides.  11.3.A director is deemed to be present
at a meeting of directors if he participates by telephone or other electronic
means and all directors participating in the meeting are able to hear each
other.  11.4.A director shall be given reasonable
notice of meetings of directors, such notice shall not be less that three days
notice, however a meeting of directors may be held on shorter notice if all the
directors entitled to vote at the meeting shall have waived the notice
requirements for the meeting, and for this purpose the presence of a director
at a meeting shall constitute waiver by that director. 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.  11.5.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-half of the total number of
directors, unless there are only two directors in which case the quorum is two.  11.6.If the Company has only one director
the provisions herein contained for meetings of directors do not apply and such
sole director has full power to represent and act for the Company in all
matters as are not by the Act, the Memorandum or the Articles required to be
exercised by the Members. In lieu of minutes of a meeting the sole director
shall record in writing and sign a note or memorandum of all matters requiring
a Resolution of Directors. Such a note or memorandum constitutes sufficient
evidence of such resolution for all purposes.  10


11.7.At meetings of directors at which
the Chairman of the Board is present, he shall preside as chairman of the
meeting. If there is no Chairman of the Board or if the Chairman of the Board
is not present, the directors present shall choose one of their number to be
chairman of the meeting.  11.8.An action that may be taken by the
directors or a committee of directors at a meeting may also be taken by a
Resolution of Directors or a resolution of a committee of directors consented
to in writing by all directors or by all members of the committee, as the case
may be, without the need for any notice. The consent may be in the form of
counterparts each counterpart being signed by one or more directors. If the
consent is in one or more counterparts, and the counterparts bear different
dates, then the resolution shall take effect on the date upon which the last
director has consented to the resolution by signed counterparts.  12.COMMITTEES  12.1.The directors may, by Resolution of
Directors, designate one or more committees, each consisting of one or more
directors, and delegate one or more of their powers, including the power to
affix the Seal, to the committee.  12.2.The directors have no power to
delegate to a committee of directors any of the following powers:  (a)to amend the Memorandum or the Articles;  (b)to designate committees of directors;  (c)to delegate powers to a committee of directors;  (d)to appoint directors;  (e)to appoint an agent;  (f)to approve a plan of merger, consolidation or
arrangement; or  (g)to make a declaration of solvency or to approve
a liquidation plan.  12.3.Articles 12.2(b) and (c) do not
prevent a committee of directors, where authorised by the Resolution of
Directors appointing such committee or by a subsequent Resolution of Directors,
from appointing a sub-committee and delegating powers exercisable by the
committee to the sub-committee.  12.4.The meetings and proceedings of each
committee of directors consisting of 2 or more directors shall be governed mutatis mutandisby the provisions of the
Articles regulating the proceedings of directors so far as the same are not
superseded by any provisions in the Resolution of Directors establishing the
committee.  12.5.A director appointed to a committee
(a) shall remain on such committee until his or her death, resignation or
removal and (b) may be removed at any time, with or without cause, by
Resolution of Directors. Any vacancy occurring on any committee may be filled
by Resolution of Directors.  13.OFFICERS AND AGENTS  13.1.The Company may by Resolution of
Directors appoint officers of the Company at such times as may be considered
necessary or expedient. Such officers may consist of a  11


Chairman of the Board of Directors, a Chief Executive Officer, one or
more vice-presidents, secretaries and treasurers and such other officers as may
from time to time be considered necessary or expedient. Any number of offices
may be held by the same person.  13.2.The officers shall perform such
duties as are prescribed at the time of their appointment subject to any
modification in such duties as may be prescribed thereafter by Resolution of Directors.
In the absence of any specific prescription of duties it shall be the
responsibility of the Chairman of the Board to preside at meetings of directors
and Members, the Chief Executive Officer to manage the day to day affairs of
the Company, the vice-presidents to act in order of seniority in the absence of
the Chief Executive Officer but otherwise to perform such duties as may be
delegated to them by the Chief Executive Officer, the secretaries to maintain
the share register, 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 the Company.  13.3.The emoluments of all officers shall
be fixed by Resolution of Directors.  13.4.The officers of the Company shall
hold office until their death, resignation or removal. Any officer elected or
appointed by the directors may be removed at any time, with or without cause,
by Resolution of Directors. Any vacancy occurring in any office of the Company
may be filled by Resolution of Directors.  13.5.The directors may, by a Resolution
of Directors, appoint any person, including a person who is a director, to be
an agent of the Company. An agent of the Company shall have such powers and
authority of the directors, including the power and authority to affix the
Seal, as are set forth in the Articles or in the Resolution of Directors
appointing the agent, except that no agent has any power or authority with
respect to the matters specified in Article 12.1. The Resolution of Directors
appointing an agent may authorise the agent to appoint one or more substitutes
or delegates to exercise some or all of the powers conferred on the agent by the
Company. The directors may remove an agent appointed by the Company and may
revoke or vary a power conferred on him.  14.CONFLICT OF INTERESTS  14.1.A director of the Company shall,
forthwith after becoming aware of the fact that he is interested in a
transaction entered into or to be entered into by the Company, disclose the
interest to all other directors of the Company.  14.2.For the purposes of Article 14.1, a
disclosure to all other directors to the effect that a director is a member,
director or officer of another named entity or has a fiduciary relationship
with respect to the entity or a named individual and is to be regarded as
interested in any transaction which may, after the date of the entry or
disclosure, be entered into with that entity or individual, is a sufficient
disclosure of interest in relation to that transaction.  14.3.A director of the Company who is
interested in a transaction entered into or to be entered into by the Company shall
be governed by the Companys Policies and Procedures with Respect to Related
Person Transactions as approved by the Companys  12


Audit
Committee, which Policies and Procedures shall be at all times compliant with
the Act.  15.INDEMNIFICATION  15.1.Subject
to the limitations hereinafter provided the Company shall indemnify against all
expenses, including legal fees, and against all judgments, fines and amounts
paid in settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings any person who:  (a)is or was a party or is
threatened to be made a party to any threatened, pending or completed
proceedings, whether civil, criminal, administrative or investigative, by
reason of the fact that the person is or was a director or an officer of the
Company; or  (b)is or was, at the
request of the Company, serving as a director of, or in any other capacity is
or was acting for, another company or a partnership, joint venture, trust or
other enterprise.  15.2.The indemnity in Article 15.1
only applies if the person acted honestly and in good faith with a view to the
best interests of the Company and, in the case of criminal proceedings, the
person had no reasonable cause to believe that their conduct was unlawful.  15.3.The decision of the directors as to
whether the person acted honestly and in good faith and with a view to the best
interests of the Company and as to whether the person had no reasonable cause
to believe that his conduct was unlawful is, in the absence of fraud,
sufficient for the purposes of the Articles, unless a question of law is
involved.  15.4.The termination of any proceedings
by any judgment, order, settlement, conviction or the entering of a nolle
prosequi does not, by itself, create a presumption that the person did not act
honestly and in good faith and with a view to the best interests of the Company
or that the person had reasonable cause to believe that his conduct was
unlawful.  15.5.The Company may purchase and
maintain insurance in relation to any person who is or was a director, officer
or liquidator of the Company, or who at the request of the Company is or was
serving as a director, officer or liquidator of, or in any other capacity is or
was acting for, another company or a partnership, joint venture, trust or other
enterprise, against any liability asserted against the person and incurred by
the person in that capacity, whether or not the Company has or would have had
the power to indemnify the person against the liability as provided in the
Articles.  16.RECORDS  16.1.The Company shall keep the following
documents at the office of its registered agent:  (a)the Memorandum and the Articles;  (b)the share register, or a copy of the share
register;  (c)the register of directors, or a copy of the
register of directors; and  13


(d)copies of all notices and other documents filed
by the Company with the Registrar of Corporate Affairs in the previous 10
years.  16.2.If the Company maintains only a copy
of the share register or a copy of the register of directors at the office of
its registered agent, it shall:  (a)within 15 days of any change in either
register, notify the registered agent in writing of the change; and  (b)provide the registered agent with a written
record of the physical address of the place or places at which the original
share register or the original register of directors is kept.  16.3.The Company shall keep the following
records at the office of its registered agent or at such other place or places,
within or outside the British Virgin Islands, as the directors may determine:  (a)minutes of meetings and Resolutions of Members
and classes of Members;  (b)minutes of meetings and Resolutions of
Directors and committees of directors; and  (c)an impression of the Seal, if any.  16.4.Where any original records referred
to in this Article are maintained other than at the office of the registered
agent of the Company, and the place at which the original records is changed,
the Company shall provide the registered agent with the physical address of the
new location of the records of the Company within 14 days of the change of
location.  16.5.The records kept by the Company
under this Article shall be in written form or either wholly or partly as
electronic records complying with the requirements of the Electronic
Transactions Act.  17.REGISTERS OF
CHARGES  17.1.The Company shall maintain at the
office of its registered agent a register of charges in which there shall be entered
the following particulars regarding each mortgage, charge and other encumbrance
created by the Company:  (a)the date of creation of the charge;  (b)a short description of the liability secured by
the charge;  (c)a short description of the property charged;  (d)the name and address of the trustee for the
security or, if there is no such trustee, the name and address of the chargee;  (e)unless the charge is a
security to bearer, the name and address of the holder of the charge; and  (f)details of any
prohibition or restriction contained in the instrument creating the charge on
the power of the Company to create any future charge ranking in priority to or
equallywith the charge.  14


18.CONTINUATION  18.1The Company may by Resolution of
Members or by a Resolution of Directors continue as a company incorporated
under the laws of a jurisdiction outside the British Virgin Islands in the
manner provided under those laws.  19.SEAL  19.1.The Company may have more than one
Seal and references herein to the Seal shall be references to every Seal which
shall have been duly adopted by Resolution of Directors. The directors shall
provide for the safe custody of the Seal and for an imprint thereof to be kept at
the registered office. Except as otherwise expressly provided herein the Seal
when affixed to any written instrument shall be witnessed and attested to by
the signature of any one director or other person so authorised from time to
time by Resolution of Directors. Such authorisation may be before or after the
Seal is affixed, may be general or specific and may refer to any number of
sealings. The directors may provide for a facsimile of the Seal and of 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 attested to as hereinbefore described.  20.ACCOUNTS AND AUDIT  20.1.The Company shall keep records that
are sufficient to show and explain the Companys transactions and that will, at
any time, enable the financial position of the Company to be determined with
reasonable accuracy.  20.2.The Company may by Resolution of Members
call for the accounts to be examined by auditors.  20.3.The first auditors shall be
appointed by Resolution of Directors; subsequent auditors shall be appointed by
a Resolution of Members or a Resolution of Directors.  20.4.The auditors may be Members, but no
director or other officer shall be eligible to be an auditor of the Company
during their continuance in office.  20.5.The remuneration of the auditors of
the Company:  (a)in the case of auditors appointed by the
directors, may be fixed by Resolution of Directors; and  (b)subject to the foregoing, shall be fixed by
Resolution of Members or in such manner as the Company may by Resolution of
Members determine.  20.6.The auditors shall examine each
profit and loss account and balance sheet required to be laid before a meeting
of the Members or otherwise given to Members and shall state in a written
report whether or not:  (a)in their opinion the profit and loss account
and balance sheet give a true and fair view respectively of the profit and loss
for the period covered by the accounts, and of the assets and liabilities of
the Company at the end of that period; and  (b)all the information and explanations required
by the auditors have been obtained.  15


20.7.The report of the auditors shall be
annexed to the accounts and shall be read at the meeting of Members at which
the accounts are laid before the Company or shall be otherwise given to the
Members.  20.8.Every auditor of the Company shall
have a right of access at all times to the books of account and vouchers of the
Company, and shall be entitled to require from the directors and officers of
the Company such information and explanations as he thinks necessary for the
performance of the duties of the auditors.  20.9.The auditors of the Company shall be
entitled to receive notice of, and to attend any meetings of Members at which
the Companys profit and loss account and balance sheet are to be presented.  21.NOTICES  21.1.Any notice, information or written
statement to be given by the Company to Members may be given by personal
service by mail, facsimile or other similar means of electronic communication,
addressed to each Member at the address shown in the share register.  21.2.Any summons, notice, order,
document, process, information or written statement to be served on the Company
may be served by leaving it, or by sending it by registered mail addressed to
the Company, at its registered office, or by leaving it with, or by sending it by
registered mail to, the registered agent of the Company.  21.3.Service of any summons, notice,
order, document, process, information or written statement to be served on the
Company may be proved by showing that the summons, notice, order, document,
process, information or written statement was delivered to the registered
office or the registered agent of the Company or that it was mailed in such
time as to admit to its being delivered to the registered office or the
registered agent of the Company in the normal course of delivery within the
period prescribed for service and was correctly addressed and the postage was
prepaid.  22.VOLUNTARY WINDING UP  22.1.The Company may by
a Resolution of Members or by a Resolution of Directors appoint a voluntary liquidator.  16


We, Midocean Management and
Trust Services (BVI) Limited, Midocean Chambers, Road Town, Tortola, British
Virgin Islands, for the purposes of disapplying Part IV of the BVI Business
Companies Act, in relation to the Company hereby sign this Articles of
Association as of this 18th day of October, 2007.   Registered Agent   Authorised SignatoriesMidocean Management andTrust Services (BVI) Limited  17