DOCUMENTOS DE SOCIEDADES TEXT 1:

Memorandum and articles of association of Kitchen-Kit Ltd The Companies Acts 1985 to 1989 Private Company Limited by Shares Company Number 12121212 MEMORANDUM AND ARTICLES OF ASSOCIATION KITCHEN-KIT LIMITED Incorporated the 23rd January, 1992 -----------------------------------------------------------------------------------------------------THE COMPANIES ACTS 1985 TO 1989 PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF KITCHEN-KIT LIMITED

1.

The Company's name is KITCHEN-KIT LIMITED.

2. 3.

The Company's registered office is to be situated in England & Wales. The Company's objects are:

(a) To carry on all or any of the business of advertising agents, consultants and contractors, commercial artists, lay-out specialists, designers, illustrators and draughtsmen, inventors, designers and printers of publicity and advertising media of every description, to initiate and purchase art work, photographs and printing blocks and to make all arrangements for type-setting and the insertion of advertisements, to book space in press and on television programmes, films and the like; proprietors and organizers of editorial and other public relations services, printers, tracers and engravers, studio proprietors, portrait, technical, commercial and general photographers, publishers, producers and editors of display materials, trade publications and commercial and other undertakings, exhibition contractors, sales promotion specialists and demonstrators, market research specialists, marketing consultants and advisers, manufacturers` agents and representatives and importers,

exporters, distributors and factors of, and dealers in goods, wares and merchandises of every description, business and system organizers, business transfer agents, general printers and publishers; and to undertake and arrange the employment, training, instruction and engagement of demonstrators, salesmen, personalities, staff and personnel of all kinds; designers, merchant of, and dealers in commercial screens, models, figures, signs, signals, tablets and novelties of every description and in cabinets, boxes, stands and decorative and ornamental goods, articles and materials required in connection therewith; and dealers in cameras, films and photographic materials and requisites of all kinds, electrical goods of every description, joiners, carpenters, painters and decorators, furniture removers and storers, warehousemen, carriers and general storage contractors, insurance brokers and agents, hire purchase financiers, general merchants and traders; and to buy, sell and generally deal in materials, apparatus, machinery, plant, articles and things of every kind and description capable of being used for the purpose of any of the above-mentioned business, or commonly supplied by persons engaged therein, or likely to be required by any of the customers of the Company. (b) To carry on any other trade or business whatever which can in the opinion of the Board of Directors be advantageously carried on in connection with or ancillary to any of the business of the Company. (c) To purchase and by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property. (d) To apply for, register, purchase , or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any patents, patent rights, brevets d`invention, licences, secret processes, trade marks, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money upon experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire. (e) To acquire or undertake the whole or any part of the business, goodwill, and assets of any person, firm, or company carrying or proposing to carry on any of the business which the Company is authorised to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation, or for mutual assistance with any such person, firm or company, or for subsidising or otherwise assisting any such person, firm or company, and to give or accept, by way of consideration for any of the acts of things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received. (f) To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.

(g) To invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made. (f) If the Company shall not give a sale notice to the proposing transferor within the time specified in paragraph (d) above, he shall, during the period of thirty days next following the expiry of the time so specified, be at liberty to transfer all or any of the shares comprised in the transfer notice to any person or persons but in that event even the Directors may, in their absolute discretion, and without assigning any reason therefor, decline to register any such transfer and Clause 24 in Table A, shall for these purposes, be modified accordingly. (g) Company: In the application of Clauses 29 to 31 (inclusive) in Table A to the

(i) any person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall give a transfer notice before he elects in respect of any share to be registered himself or to execute a transfer; (ii) if a person so becoming entitled shall not have given a transfer notice in respect of any share within six months of the death or bankruptcy, the Directors may at any time thereafter upon resolution passed by them give notice requiring such person within thirty days of such notice to give a transfer notice in respect of all the shares to which he has so become entitled and for which he has not previously given a transfer notice and if he does not do so he shall at the end of such thirty days be deemed to have given a transfer notice pursuant to paragraph (a) of this Article relating to those shares in respect of which he has still not done so; (iii) this paragraph (g) and no price per share is specified therein the transfer notice shall be deemed to specify the sum which shall, on the application of the Directors, be certified in writing by the Auditors in accordance with paragraph (c) of this Article as the fair value thereof. (h) Whenever any member of the Company who is employed by the Company in any capacity (whether or not he is a Director) ceases to be employed by the Company otherwise than by reason of his death the Directors may at any time not later than six months after his ceasing to be employed resolve that such Member do retire, and thereupon he shall (unless he has already served a transfer notice) be deemed to have served a transfer notice pursuant to paragraph (a) of this article and to have specified therein the fair value to be certified in accordance with paragraph (c) of this Article. Notice of the passing of any such resolution shall forthwith be given to the Member affected thereby. _____________________________________________________________________ _ Names and Addresses of Subscribers where a transfer notice is given or deemed to be given under

TEXT 2:
THE COMPANIES ORDINANCE (CHAPTER 32) Company Limited by Shares ARTICLES OF ASSOCIATION OF XXX LIMITED Preliminary 1. The regulations contained in Table A in the First Schedule to the Companies Ordinance (Cap. 32) shall not apply to the Company. Private Company The Company, and accordingly the following provisions shall have effecta. the Company shall not offer any of its shares or debentures to the public for subscription; b. the number of Members (not including persons who are in the employment of the Company and the persons who, having been formerly in the employment of the Company, were while in that employment, and have continued after the determination of that employment to be, Members) shall not at any time exceed fifty provided that where two or more persons hold one or more shares in the Company jointly, they shall, for the purposes of this Article, be treated as a single Member; and c. the right to transfer shares in the Company shall be restricted in the manner hereinafter provided. Shares Subject to the provisions of the Ordinance (and in particular section 57B thereof) and of the Articles to new shares, all unissued shares in the Company including any new shares created upon an increase of capital shall be under the control of the Directors who may offer, allot, grant options over or otherwise dispose of them to such persons, on such terms and conditions and at such times as the Directors shall in their sole and absolute discretion think fit, but so that no shares shall be issued at a discount, except in accordance with the provisions of the Ordinance. Subject to the provisions, if any, in that behalf of the Memorandum of Association, and without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred,

deferred, or other special rights, or such restrictions, whether in regard to dividend, voting, return of share capital, or otherwise, as the Company may form time to time by special resolution determine, (or, in the absence of any such determination or so far as the same shall not make specific provision, as the Directors may determine) and any preference share may, with the sanction of a special resolution, be issued on the terms that it is, or at the option of the Company is liable, to be redeemed. (A) If at any time the share capital is divided into different classes of shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Ordinance, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the relevant class. At every such separate general meeting the provisions of these Articles relating to general meetings shall apply, mutatis mutandis, but so that the necessary quorum shall be one or more persons holding or representing by proxy at least one third of the issued shares of the class and that any holder of shares of the relevant class present in person or by proxy may demand a poll. (B) The rights conferred upon the holders of the shares of any class 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. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. Subject always to the provisions of the Ordinance, the Directors may exercise the power of the Company to purchase or otherwise acquire its own shares and/or warrants upon such terms and subject to such conditions as the Directors may deem fit.

Subject always to the provisions of the Ordinance, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of, or a subscription for any shares in the capital of the Company or its holding company, or for the purpose of or in connection with reducing or discharging any liability so incurred. Register and Share Certificates The Directors shall cause to be kept a Register and there shall be entered therein the particulars required under the Ordinance. (A) Every person whose name is entered as a Member in the Register shall, without payment, be entitled to a certificate under seal specifying the share or shares held by him and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. (B) If a share certificate is defaced, lost or destroyed, it may be renewed on payment of such a fee, if any, not exceeding one dollar, and on such terms, if any, as to evidence and indemnity, as the Directors think fit. If any share shall stand in the names of two or more persons, the person first named in the Register shall be deemed the sole holder thereof as regards service of notices and, subject to the provisions of the Articles, all or any other matters connected with the Company, except the transfer of such share.

TEXT 3
COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF XXXX LIMITED I.. The name of the Company is XXXX Limited. II. The Registered Office of the Company shall be situated in Hong Kong. III. The objects for which the Company is established are: 1. To carry on any or all of the business related to the manufacture, distribution and marketing of goods and merchandise of all and any description and origin and for this purpose to act in the capacity of promoters, inventor, financier, importer, exporter, broker, indentor, trade manufacturers representative, dealer, jobber, general agent commission agent, manager or consultant and to perform other functions related to the buying and selling of all types of goods, merchandise and services of whatsoever nature, either wholesale or retail or both. 2. To lend many to any person, firm or company whosoever and whatsoever on such terms as may be thought fit including the taking of security therefor and to indemnify (other than respect of fire, marine, life or motor vehicle insurance) or to stand surety for or to guarantee support or secure the performance of all or any of the obligations of any person, firm, or company whosoever or whatsoever whether by personal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Company (both present and future) including its uncalled capital or by both such methods, and in particular, but so as no to limit the generality of the foregoing, to indemnify (as limited aforesaid), guarantee, support or secure whether by personal covenant or by any such mortgage, charge or lien or by both such methods the performance of all or any of the obligations (including the payment or repayment of the principal and premium of and interest on any securities) of any company which is for the time being the holding company, or any subsidiary of the Company. 3. To purchase, take on lease or in exchange, hire or otherwise acquire and to hold for any estate or interest, or sell or otherwise dispose of, any land or property, real or personal, licences, rights or privileges which the

Company may consider necessary or convenient for the purposes of its business, or for any other purpose. AND it is hereby declared that the intention is that the contents of each paragraph of the Clause shall, except where otherwise expressed in such paragraph, be independent main object and in no wise limited or restricted by reference from the terms of any other paragraph or the name of the Company and that none such objects shall be construed either as powers or as subsidiary or ancillary to any other of such objects. In the event of any ambiguity this Clause shall be construed in such a way as to widen and no to restrict the legal capacity and power of the Company. WE, the several persons whose names, addresses and descriptions are hereto subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.

TEXTO 4:
AGREEMENT AMONG THE SHAREHOLDERS OF ^ INC.

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SECTION 6

Stock Certificates.

(a) Every certificate representing Shares of any class of stock of the Corporation shall bear the following legend:

"The sale or transfer by any means of the shares represented by this certificate is restricted by, and is subject to, the terms of an Agreement dated April 4th 2006, among the Corporation and the stockholders of the Corporation. A copy of the Agreement is on file, and available for inspection by the owner of the shares represented hereby, at the principal office of the Corporation,"

or such other legend or notice as in the opinion of counsel for the Corporation is or becomes from time to time necessary or desirable for the purpose of effectuating the terms of this Agreement.

(b) In order to assure the performance of this Agreement, all certificates representing Shares of the Corporation shall be and shall remain for the term of this Agreement deposited for safekeeping with the Corporation, which shall issue a receipt for each such certificate. At the termination of this Agreement, the Corporation shall deliver such certificates to the parties who are then the lawful owners of the Shares represented by such certificates.

SECTION 7

General Matters.

(a) Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by registered or certified mail, shall be addressed, in the case of the Corporation, to its principal office, and in the case of each Shareholder, to his address appearing on the shareholder records of the Corporation, or to such other address as he may designate to the Secretary of the Corporation, and shall be deemed given when so mailed.

(b) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall, if possible, be reformed to the extent necessary to conform with applicable law or shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(c) This Agreement may be amended by written approval of the owners of ^% of the Shares outstanding at the time such amendment is proposed. Any such amendment shall be binding upon the Corporation and upon all Shareholders. The acceptance of this Agreement by a transferee of Shares shall not be deemed an amendment of this Agreement.

(d) This Agreement shall terminate on the earlier of (i) ^, 19^, or (ii) the occurrence of any of the following events: (A) the cessation of the Corporation's business; (B) the bankruptcy (which for this purpose shall mean the filing of a proceeding with respect to the Corporation under any bankruptcy law which filing is made by or acquiesced in by the Corporation or, if not acquiesced in, is not dismissed within thirty days) or insolvency of the Corporation or the appointment of a receiver or trustee for its assets if said appointment is not vacated within 30 days after it becomes effective; or (C) the sale, transfer, distribution or other disposition of all or substantially all of the assets, properties and business or capital stock of the Corporation (whether by merger or consolidation, sale or distribution of assets or stock, or otherwise) to a corporation or entity which is unaffiliated with the Corporation or with Shareholders owning as a group a majority of the outstanding

Shares. Thereafter, no restrictions shall be in effect, by virtue of this Agreement, with respect to any Shares, and the legend required by Section 6 hereof to be placed on the certificates for the Shares shall be removed.

(e) All references herein to the owner or holder of Shares of stock of the Corporation include all individuals and organizations which own, hold or have a legally enforceable interest in such Shares, regardless of the form of such ownership and regardless also of the manner in which, and the purpose for which, such ownership was obtained.

(f) This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective heirs, legal representatives, successors and assigns.

(g) This Agreement may be executed in any number of copies and by different parties on separate counterparts.

(h) The parties hereby declare that it is impossible to measure in money the damages which will accrue to a party hereto or to the legal representative of a decedent or an incompetent by reason of a failure to perform any of the obligations under this Agreement. Therefore, if any party hereto or the legal representative of a decedent or incompetent shall institute any action or proceeding to enforce the provisions hereof, no person (including the Corporation) against whom such action or proceeding is brought shall urge in any such action or proceeding the claim or defense that such a remedy at law exists.

(j) This Agreement shall be subject to and governed by the law of the State of Illinois, irrespective of the fact that one or more of the parties now is or may become resident or domiciliary of a different state or may have executed this Agreement in a different state.