Certificate of good standing

No. 345 Star Enterprise Inc.

I, James Beverick, Registrar General of the Commonwealth of the Bahamas DO HEREBY CERTIFY:

1. The above Company was duly incorporated under the provision of the International Business Companies Act 1989 on the 14TH day of DECEMBER, 1995 of the Register of International Business Companies.

2. The name of the Company is still on the Register of the International Business Companies and the Company has paid all fees, license fees and penalties due and payable under the provisions of Sections 102 and 103 of the said Act.

3. The Company has not submitted to me Articles of Merger or Consolidation that have not yet been effective.

4. The Company has not submitted to me Articles of Arrangement that has not yet become effective.

5. The Company is not in the process of being wound up and dissolved.

6. No proceedings have been instituted to strike the name of the Company off the said Register.

7. In so far as is evidenced by the documents filed with me the Company is in good legal standing.

Given under my hand and seal at Nassau

in the Commonwealth of the Bahamas

this 11TH day of APRIL, 1999

………………………

REGISTRAR GENERAL

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ARTICLES OF INCORPORATION

OF

STAR ENTERPRISE INC

The undersigned, an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a business corporation, pursuant to the provisions of the Business Corporation Act of the State of Nebraska.

FIRST: The corporate name for the corporation (hereinafter called the “Corporation”) is Star Enterprise Inc.

SECOND: The number of shares the corporation is authorized to issue is 1,000 (one thousand) shares with a par value of $1,00 (one dollar) per share.

THIRD: The street address of the initial registered office of the corporation in the Sate of Nebraska is……

The name of the initial registered agent of the corporation at the said registered office is…..

FOURTH: The name and the address of the incorporator are…

FIFTH: The purposes for which the corporation is organized are as follows:

To engage in any lawful business.

SIXTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the Business Corporation Act of the State of Nebraska, as the same may be amended and supplemented.

SEVENTH: The duration of the corporation shall be perpetual.

Signed on February 6, 2000.

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Memorandum of Association

1. The name of the Company is …….

2. The registered office of the Company will be situated at ………

3. The registered agent of the Company will be Antonia R. Thompson
an Attorney-at-Law whose address is …….

4. The objects for which the Company is established are:

(1) To deal with, acquire, hold, convey, sell, transfer, exchange, trade and invest in and/or assign all property, real or personal, and rights of all kinds, including stocks, bonds, securities, commodities, shares, CD's, precious metals and real estate.

(2) To open and maintain banking accounts in any currency and to carry on business with banks in any part of the world.

(3) To carry on any kind of manufacture and/or trade, and to provide any kind of service as the Company thinks fit.

(4) To engage in any other business or businesses whatsoever, or in any act or activity, which is not prohibited under any law for the time being in force in the Commonwealth of The Bahamas.

(5) To do all such other things as are incidental to or which the Company may think conducive to the attainment of all or any of the above objects.

And it is hereby declared that the intention is that each of the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be an independent main object and be in no wise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

5. The Company has no power to:

(1) carry on business with a person resident in The Bahamas as so treated by the Controllerof Exchange by directions given under regulation 41 (2) of the Exchange Control Regulations, but does not include a company incorporated under the Act;

(2) own an interest in real property situated in The Bahamas other than 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;

(3) carry on banking business or trust business;

(4) carry on business as an insurance or a rein­surance company; or

(5) carry on the business of providing the registered office for companies.

6. The shares in the Company shall be issued in the currency of
the United States of America.

7. The authorized capital of the Company is Five Thousand ($5,000.00) dollars in the currency of the United States of America divided into Five thousand (5,000) shares of U.S. $1.00 each with one vote for each share. The directors shall by resolution or the members shall by unanimous shareholder agreement determine, at their discretion, and from time to time, how many shares thereof are to be issued as registered shares and how many shares thereof are to be issued as bearer shares.

8. The shares shall be divided into such number of classes and series as the directors, or the members by unanimous shareholder agreement shall from time to time determine and until so divided shall comprise one class and series.

9. The directors or the members by unanimous shareholder agreement shall by resolution have the power to issue any class or series of shares that the Company is authorized to issue in its capital, original or increased, with or subject to any designations, powers, preferences, rights, qualifications, limitations and restrictions.

10. Where shares are issued to bearer, the bearer, identified for this purpose by the number of the share certificate, shall be requested to give to the Company the name and address of an agent or attorney for service of any notice, information or written statement required to be given to members, and service upon such agent or attorney shall constitute service upon the bearer of such shares. In the absence of such name and address being given, it shall be sufficient for purposes of service for the Company to publish the notice, information, or written statement in a newspaper circulated in the" Commonwealth of The Bahamas and in a newspaper in the place where the Company has its principal office if other than The Bahamas.

11. Registered shares may be exchanged for shares issued to bearer and shares issued to bearer may be exchanged for registered shares as may be determined by a resolution of directors or the members by unanimous shareholder agreement.

12. The Company shall by resolution of members or of the directors or by unanimous shareholder agreement have the power to amend or modify any of the conditions contained in this Memorandum of Association and to increase or reduce the authorized capital of the Company in any way which may be permitted by law.

13. The liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.

We, Brenda Cox of Nassau, Bahamas and Yvette Blackwell also of Nassau, Bahamas, Subscribers, are desirous of being formed into an International Business Company under the laws of the Commonwealth of The Bahamas and in pursuance thereof hereby subscribe our names to this Memorandum of Association this 15th day of October A.D., 1996, in the presence of a witness.

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