Exhibit 3.1  TERRITORY OF THE BRITISH VIRGIN ISLANDS  BVI
BUSINESS COMPANIES ACT, 2004  MEMORANDUM
OF ASSOCIATION  OF  FGX
INTERNATIONAL HOLDINGS LIMITED  A COMPANY
LIMITED BY SHARES  DISAPPLIED PART IV OF THE BVI BUSINESS
COMPANIES ACT, 2004 ON 18 OCTOBER 2007  1.NAME  1.1.The name of the Company is FGX International Holdings Limited.  2.STATUS  2.1.The Company was first incorporated as a company
under the International Business Companies Act, (Cap 291) on 22 September 2004
and immediately prior to its automatic re-registration under the Act was
governed by the International Business Companies Act (Cap 291).  2.2.The Company shall be a company limited by
shares.  3.REGISTERED OFFICE AND REGISTERED AGENT  3.1.At the date of filing the notice to elect to
disapply Part IV of the BVI Business Companies Act, 2004 (as amended), the
registered office of the Company was situated at Midocean Chambers, Road Town,
Tortola, British Virgin Islands.  3.2.At the date of filing the notice to elect to
disapply Part IV of the BVI Business Companies Act, 2004 (as amended), the
registered agent of the Company was Midocean Management and Trust Services
(BVI) Limited, Midocean Chambers, Road Town, Tortola, British Virgin Islands.  3.3.The Company may change its registered office or
registered agent by a Resolution of Directors or a Resolution of Members. The
change shall take effect upon the Registrar registering a notice of change
filed under section 92 of the Act.  4.CAPACITY AND POWER  4.1.The Company has, subject to the Act and any
other British Virgin Islands legislation for the time being in force,
irrespective of corporate benefit:


(a)full capacity to carry on or undertake any
business or activity, do any act or enter into any transaction; and  (b)for the purposes of paragraph (a), full rights,
powers and privileges.  4.2.There are subject to clause 4.1 no limitations
on the business that the Company may carry on.  5.NUMBER AND CLASSES OF SHARES  5.1.The Company is authorised to issue 101,000,000
no par value Shares of a single class (the Ordinary
Shares).  5.2.The Company may issue fractional Shares and a
fractional Share shall have the corresponding fractional rights, obligations
and liabilities of a whole share of the same class or series of shares.  6.DESIGNATIONS POWERS PREFERENCES OF SHARES  6.1.Subject to any preferential rights attached to
shares issued by the Company from time to time, each share in the Company
confers upon the Member:  (a)the right to one vote at a meeting of the
Members of the Company or on any Resolution of Members;  (b)the right to an equal share in any dividend
paid by the Company; and  (c)the right to an equal share in the distribution
of the surplus assets of the Company on its liquidation.  6.2.The directors may at their discretion by
Resolution of Directors redeem, purchase or otherwise acquire all or any of the
Shares in the Company subject to Article 3 of the Articles.  6.3.The directors may at their discretion by
Resolutions of Directors create and issue further classes of shares, including
shares with preferential rights to the Ordinary Shares and where the rights of
the Ordinary Shares are not changed by the exercise of this power, the
directors may by Resolution of Directors create and issue such new classes of
shares and upon such terms and conditions as they may deem appropriate. The
consent from the holders of Ordinary Shares to the creation, allotment and
issuance of such further classes of shares shall not be required.  7.VARIATION OF RIGHTS  7.1.Subject to Clause 6.3., the rights attached to
Shares may only, whether or not the Company is being wound up, be varied with
the consent in writing of or by a resolution passed at a meeting by the holders
of more than 50 per cent of the issued Shares of that class.  8.RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI
PASSU  8.1.The rights conferred upon the 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 Shares ranking pari passu therewith.  2


9.REGISTERED SHARES  9.1.The Company shall issue registered shares only.  9.2.The Company is not authorised to issue bearer
shares, convert registered shares to bearer shares or exchange registered
shares for bearer shares.  10.TRANSFER
OF SHARES  10.1.A Share may, subject to the provisions of the
Articles and any restrictions at law, be transferred.  11.AMENDMENT
OF MEMORANDUM AND ARTICLES  11.1.Subject to the restrictions provided for in
Article 8.22 of the Companys Articles of Association, the Company may amend
its Memorandum or Articles by a Resolution of Members or by a Resolution of
Directors, save that no amendment may be made by a Resolution of Directors:  (a)to restrict the rights or powers of the Members
to amend the Memorandum or Articles;  (b)to change the percentage of Members required to
pass a Resolution of Members to amend the Memorandum or Articles;  (c)in circumstances where the Memorandum or
Articles cannot be amended by the Members or by law; or  (d)to Clauses 7 or 8 or this Clause 11.  12.DEFINITIONS
AND INTERPRETATION  12.1.In this Memorandum of Association and the attached
Articles of Association, if not inconsistent with the subject or context:  (a)Act means the BVI
Business Companies Act, 2004 and includes the regulations made under the Act;  (b)Articles means the
attached Articles of Association of the Company;  (c)Chairman of the Board
has the meaning specified in Article 8.14 of the Articles;  (d)Distribution in relation to a distribution
by the Company means the direct or indirect transfer of an asset, other than
Shares, to or for the benefit of a Member in relation to Shares held by a
Member, and whether by means of a purchase of an asset, the redemption or other
acquisition of Shares, a distribution of indebtedness or otherwise, and
includes a dividend;  (e)Eligible Person means
individuals, corporations, trusts, the estates of deceased individuals,
partnerships and unincorporated associations of persons;  (f)Memorandum means this
Memorandum of Association of the Company;  (g)Resolution of Directors means either:  (1)a resolution approved
at a duly convened and constituted meeting of directors of the Company or of a
committee of directors of the Company by the affirmative vote of a majority of
the directors present at the meeting who voted  3


except that where a director is given more than
one vote, he shall be counted by the number of votes he casts for the purpose
of establishing a majority; or  (2)a resolution
consented to in writing by all directors or by all members of a committee of
directors of the Company, as the case may be;  (h)Resolution of Members means a resolution
approved at a duly convened and constituted meeting of the Members of the
Company by the affirmative vote of a majority of the votes of the Shares
entitled to vote thereon which were present at the meeting and were voted;  (i)Seal
means any seal which has been duly adopted as the common seal of the Company;  (j)Securities means Shares
and debt obligations of every kind of the Company, and including without
limitation options, warrants and rights to acquire shares or debt obligations;  (k)Share means a share
issued or to be issued by the Company;  (l)Member means an Eligible
Person whose name is entered in the share register of the Company as the holder
of one or more Shares or fractional Shares;  (m)Treasury Share means a
Share that was previously issued but was repurchased, redeemed or otherwise
acquired by the Company and not cancelled; and  (n)written
or any term of like import includes information generated, sent, received or
stored by electronic, electrical, digital, magnetic, optical, electromagnetic,
biometric or photonic means, including electronic data interchange, electronic
mail, telegram, telex or telecopy, and in
writing shall be construed accordingly.  12.2.In the Memorandum and the Articles, unless the
context otherwise requires a reference to:  (a)a Article
is a reference to an article of the Articles;  (b)a Clause
is a reference to a clause of the Memorandum;  (c)voting by Member is a reference to the casting
of the votes attached to the Shares held by the Member voting;  (d)the Act, the Memorandum or the Articles is a
reference to the Act or those documents as amended; and  (e)the singular includes the plural and vice
versa.  12.3.Any words or expressions defined in the Act
unless the context otherwise requires bear the same meaning in the Memorandum
and Articles unless otherwise defined herein.  12.4.Headings are inserted for convenience only and
shall be disregarded in interpreting the Memorandum and Articles.  4


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 Memorandum of
Association as of this 18th day of October, 2007.   Registered AgentAuthorised SignatoriesMidocean Management andTrust Services (BVI) Limited  5