TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE

MEMORANDUM OF ASSOCIATION

OF

XXX LIMITED

NAME

1. The name of the Company is XXX LIMITED.

REGISTERED OFFICE

2. The Registered Office of the Company will be at ___________， British Virgin Islands.

REGISTERED AGENT

3. The Registered Agent of the Company will be _______________， British Virgin Islands.

GENERAL 0BJECTS AND POWERS

4. （1） The object of the Company is to engage in any act or activity that is not prohibited under any law for the time being in force in the British Virgin Islands.

（2） The Company may not：

（a） carry on business with persons resident in the British Virgin Islands；

（b） own an interest in real property situated in the British Virgin Islands， other than a lease referred to in paragraph （e） of subclause （3）；

（c） carry on banking or trust business unless it is licensed to do so under the Banks and Trust Companies Ordinance， 1990；

（d） carry on business as an insurance or reinsurance company， insurance agent or insurance broker， unless it is licensed under an enactment authorizing it to carry on that business；

（e） carry on the business of providing the registered office for companies； or

（f） carry on the business of company management unless licensed under the Company Management Ordinance， 1990.

（3） For purposes of paragraph （a） of subclause （2）， the Company shall not be treated as carrying on business with persons resident in the British Virgin Islands if：

（a） it makes or maintains deposits with a person carrying on business within the British Virgin Islands；

（b） it makes or maintains professional contact with solicitors， barristers， accountants， bookkeepers， trust companies， administration companies， investment advisers or other similar persons carrying on business within the British Virgin Islands；

（c） it prepares or maintains books and records within the British Virgin Islands；

（d） it holds， within the British Virgin Islands， meetings of its directors or members；

（e） it holds a lease of property for use as an office from which to communicate with members or where books and records of the Company are prepared or maintained；

（f） it holds shares， debt obligations or other securities in a company incorporated under the International Business Companies Ordinance or under the Companies Ordinance； or

（g） shares， debt obligations or other securities in the Company are owned by any person resident in the British Virgin Islands or by any company incorporated under the International Business Companies Ordinance or under the Companies Ordinance.

（4） The Company shall have all such powers as are permitted by law for the time being in force in the British Virgin Islands， irrespective of corporate benefit， to perform all acts and engage in all activities necessary or conducive to the conduct， promotion or attainment of the object of the Company.

（5） The Company shall have all powers to settle its assets or property or any part thereof in trust or transfer the same to any other Company whether for the protection of its assets or not and with respect to the transfer the Director may provide that the Company， its creditors， its members or any person having a direct or indirect interest in the Company as any of them may be the beneficiaries， creditors， members， certificate holders， partners or holders of any other similar interest.

（6） The directors may by resolution of the directors exercise all the powers of the Company to borrow money and to mortgage or charge its undertakings and property or any part thereof， to issue debentures， debenture stock and other securities whenever money is borrowed or as security for any debt， liability or obligation of the Company or of any third party.

（7） Any mortgage or charge of the undertaking and property of the Company shall for the purposes of Section 80 of the Ordinance be regarded as in the usual or regular course of the business carried on by the Company.

（8） The Company shall exist for an indefinite term or until removed from the Register.

CURRENCY

5. Shares in the Company shall be issued in the currency of the United States of America.

AUTHORIZED CAPITAL

6. The authorized capital of the Company is US$500，000.

CLASSES， NUMBER AND PAR value OF SHARES

7. The authorized share capital of the Company is made up of a total of 50，000，000 shares of US$0.01 par value with one vote for each share， divided into the following four （4） classes of shares：

28，000，000 Common Shares；

22，000，000 Series-A Convertible Preferred Shares；

DESIGNATIONS， POWERS， PREFERENCES， ETC. OF SHARES

8. The establishment， designations， powers， preferences， rights， qualifications， limitations and restrictions of each class and series of shares that the Company is authorized to issue shall be fixed by resolution of directors.

VARIATION OF CLASS RIGHTS

9. If at any time the authorized capital is divided into different classes or series of shares， the rights attached to any class or series （unless otherwise provided by the terms of issue of the shares of that class or series） may， whether or not the Company is being wound up， be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or series and of the holders of not less than three-fourths of the issued shares of any other class or series of shares which may be affected by such variation.

RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

10. 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.

SHARES

11. The number of shares in the Company into which the share capital is divided may be issued only as registered shares and may not be issued as or exchanged for shares issued to bearer.

TRANSFER OF SHARES

12. Shares in the Company may be transferred subject to the prior or subsequent approval of the Company as evidenced by a resolution of directors or by a resolution of members.

AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION

13. The Company may amend its Memorandum of Association and Articles of Association by a resolution of members.

DEFINITIONS

14. The meanings of words in this Memorandum of Association are as defined in the Articles of Association annexed hereto.

We， ______________ of ________________， British Virgin Islands for the purpose of incorporating an International Business Company under the laws of the British Virgin Islands hereby subscribe our name to this Memorandum of Association the ___ day of ____， 2000 in the presence of：

Witness Subscriber

_______________________ _______________________

ANNEX

ARTICLES OF ASSOCIATION

OF

XXX LIMITED

ARTICLE I

PRELIMINARY

1.1 Definitions…

1.2 “Written” or any term of like import includes words typewritten， printed， painted， engraved， lithographed， photographed or represented or reproduced by any mode of reproducing words in a visible form， including telex， facsimile， telegram， cable or other form of writing produced by electronic communication.

1.3 Save as aforesaid any words or expressions defined in the Ordinance shall bear the same meaning in these Articles.

1.4 Whenever the singular or plural number， or the masculine， feminine or neuter gender is used in these Articles， it shall equally， where the context admits， include the others.

1.5 A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted.

1.6 A reference to money in these Articles is a reference to the currency of the United States of America， unless otherwise stated.

　　ARTICLE II

REGISTERED SHARES

2.1 Every member holding registered shares in the Company shall be entitled to a certificate signed by a director or officer of the Company and under the Seal specifying the share or shares held by him， and the signature of the director or officer and the Seal may be facsimiles.

2.2 Any member receiving a share certificate for registered shares 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 share certificate for registered 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.