Statutes of BarterNext SCRL

CONSTITUTION

The year two thousand and five. On the twenty-fifth day of July.

Before Us, Christian VAN CAMPENHOUT, Notary in Anderlecht.

COMPARED:

1°) Mr. MORELLE Pierre Michel Christian André Ghislain, born in Schaerbeek, the two August nineteen hundred and eighty, residing at 1730 Asse, Kespier, 4.

2°) Miss BISTON Deborah Ghislaine, born in Namur on October six, nineteen hundred and seventy-seven, residing at 5030 Gembloux rue de Noirmont, 51/C.

3°) Mr. de BURLET Michel Guy Franz Louis Ghislain, born in Etterbeek on November twenty-sixth, nineteen hundred and forty-one, residing in 1030 Schaerbeek, avenue Voltaire, 53.

The said parties, after the undersigned notary has specifically drawn their attention to the liability of the founders of a cooperative company with limited liability, as determined by the Code of Companies, and in particular in the event of bankruptcy within three years of the incorporation if the fixed portion of the share capital is manifestly insufficient to ensure the normal exercise of the planned activity for at least two years, have requested him to authenticate the articles of association of a cooperative company with limited liability which they constitute as follows

TITLE I: NAME _ REGISTERED OFFICE _ PURPOSE _ DURATION

ARTICLE 1: Form _ Name

The company adopts the form of a cooperative company with limited liability.

It is called: BARTERNEXT.

In all acts, invoices and documents, this name is immediately preceded or followed by the words "société coopérative à responsabilité limitée" or the initials S.C.R.L.

ARTICLE 2: Headquarters

The registered office is established in 1040 Etterbeek, rue Antoine Gautier, 71 (1st floor). It may, without amendment of the articles of association, be transferred to Belgium in the French-speaking region and the bilingual region of Brussels, by simple decision of the management body, referred to in articles 18 or 19, to be published in the annexes to the Belgian Official Gazette. The company may establish, by simple decision of the management body, administrative and operating offices, branches, depots and agencies, in Belgium and abroad.

ARTICLE 3: Purpose

The object of the company is all operations, both in Belgium and abroad, of exchange of services between the associates as well as all sales, purchase and exchange services. The company may carry out these operations in its own name and on its own account, but also in the name and/or on behalf of its associates, and even on behalf of third parties, in particular as a commission agent. It may, subject to legal restrictions, carry out all commercial, industrial, movable, real estate or financial transactions relating directly or indirectly to its corporate purpose. It may acquire an interest, by way of subscription, contribution, acquisition of a holding or otherwise, in any company or enterprise having a similar, related or complementary activity to its own and, in general, carry out any operations likely to promote the achievement of its object.

ARTICLE 4: Duration

The company is established for an unlimited period. Except in the case of a court decision, it can only be dissolved by a decision of the general meeting taken in the form and under the conditions laid down for amendments to the articles of association.

TITLE II: SHARES - PARTNERSHIPS -

RESPONSIBILITY

ARTICLE 5: Capital

The share capital is unlimited. It initially amounts to eighteen thousand six hundred euros (€ 18,600). The fixed part of the capital is fixed at eighteen thousand six hundred euros (€ 18,600). The capital is variable, without modification of the statutes, for what exceeds this fixed amount.

ARTICLE 6: Shares _ Release - Obligations

1. The share capital is represented by eighteen thousand six hundred (18,600) shares with a nominal value of one euro (€ 1) each. Each share must be at least one quarter paid up. Apart from the shares representing the contributions, no other kind of securities may be created, under any name whatsoever, representing corporate rights or giving the right to a share of the profits.

A number of shares corresponding to the fixed capital must be subscribed at all times. The fixed capital must be paid up to at least six thousand two hundred euros (€ 6,200) at the time of incorporation.

The shares of the fixed capital are called "A shares".

2. In addition to the shares subscribed to hereafter, other shares may, during the existence of the company, be issued in particular within the framework of the admission of associates or the increase of subscriptions. They are called "B shares". The body which manages the company, referred to in article 18 hereafter, fixes their rate of issue, the amount to be paid up at the time of subscription as well as, if need be, the due dates of the amounts remaining to be paid up and the rate of interest due on these amounts.

The associates who remain in default of paying their instalments within the established time limits are obliged, by right and without formal notice, to pay interest at the rate of twelve percent per year from the due date, without prejudice to the right of the company to pursue by judicial means the recovery of the entire outstanding balance, or the cancellation of the subscription, or to exclude the defaulting associate.

3. The voting rights attached to the shares on which the payments have not been made will be suspended as long as these payments, regularly called and due, have not been made.

4. The company may issue mortgage bonds or non-mortgage bonds, by a decision taken by a simple majority of votes by the general meeting of shareholders, which shall determine the rate, the conditions and the terms of the issue, and shall organize the functioning of the meeting of bondholders.

ARTICLE 7: Liability

The associates are only liable up to the amount of their subscription. There is no solidarity or indivisibility between them.

ARTICLE 8: Nature of the shares

The shares are registered; they are indivisible vis-à-vis the company which has the right, in the event of indivision, to suspend the rights pertaining thereto until only one of the undivided owners has been recognized as the owner with respect to it. If the shares are encumbered by usufruct, the voting right will belong to the usufructuary, unless the bare owner objects, in which case the voting right will be suspended until a court decision.

ARTICLE 9: Transfer of shares

The shares are transferable inter vivos or transmissible due to death, to co-associates or to third parties, including the heirs and assigns of the deceased associate, subject to the approval of the management body.

The shares representing contributions in kind can only be transferred ten days after the filing of the second annual balance sheet following their creation. This is mentioned in the register of associates in accordance with the law.

TITLE III: PARTNERS

ARTICLE 10: Holders of associate status

Associates include:

1. the signatories of this deed;

2. natural or legal persons approved as associates by the management body referred to in Article 18, as subscribers or transferees of shares. The management body is not obliged, in case of refusal of approval, to justify its decision. In order to be approved as an associate, the applicant must subscribe, under the conditions set by the management body in application of article 6, at least one share and pay up each subscribed share by at least one quarter. Admission implies adherence to the articles of association and, where applicable, to the internal regulations.

The admission of a partner is established by the entry in the register of partners in accordance with articles 357 and 358 of the Company Code.

ARTICLE 11: Loss of membership

The partners cease to be part of the partnership by their:

a) resignation; b) exclusion; c) death;

The holders of B shares are automatically excluded in the event of bankruptcy, insolvency, application for composition or prohibition.

ARTICLE 12: Register of associates

Every cooperative society must keep a register at its head office, which can be consulted by the members on the spot and which indicates for each member :

- his full name and address and registered office ;

-the date of admission, resignation or exclusion;

-the number of shares held by it, as well as subscriptions for new shares, redemptions of shares, and transfers of shares, with their dates;

-the amount of payments made and the amounts withdrawn in repayment of the shares.

The management body is responsible for the registrations. Registrations are made on the basis of evidentiary documents that are dated and signed.

They are made in the order of their date. A copy of the entries concerning them in the register of members is delivered to the holders who request it in writing to the management body. These copies cannot be used as evidence against the entries in the register of members.

The resignation of a partner is recorded by the entry of the fact in the register of partners. If the management body refuses to record the resignation, it is received at the clerk's office of the Justice of the Peace of the registered office in accordance with article 369 of the Company Code.

ARTICLE 13: Resignation _ Withdrawal of shares

An associate may only resign or withdraw shares or payments with the consent of the management body, and after having fully paid the payments due for his subscription.

ARTICLE 14: Exclusion

Any associate may be excluded for just cause, in particular if he no longer fulfils the conditions for approval, or for any other reason. Reasons may be indicated in an internal regulation. The exclusion is pronounced by the general assembly by the management body. The associate whose exclusion is requested must be invited to make his observations in writing before the body in charge of deciding, within one month of the sending of a registered letter containing the reasoned proposal of exclusion.

If he so requests in the written document containing his observations, the associate must be heard. Reasons shall be given for any decision to exclude. The exclusion decision is recorded in a report drawn up and signed by the company's management body. This report mentions the facts on which the exclusion is based. The exclusion is recorded in the register of members of the company.

A certified copy of the decision is sent by registered mail within fifteen days to the excluded associate.

ARTICLE 15: Redemption of shares

A partner who resigns or is excluded or who has withdrawn part of his shares is entitled to receive the value of his shares as shown in the balance sheet for the year in which these events took place, without however being allocated a share of the reserves. The balance sheet, duly approved, is binding on the resigning or excluded partner, except in the case of fraud or deceit. The resigning or excluded partner, or one who has withdrawn part of his shares, cannot assert any other right against the company. The payment will take place, if necessary, pro rata liberationis, within fifteen days of the approval of the balance sheet.

ARTICLE 16

In the event of the death, bankruptcy, insolvency or prohibition of a partner, his heirs, creditors or representatives shall recover the value of his shares as determined in Article 15 above.

Payment shall be made in accordance with the terms and conditions set forth in this article.

ARTICLE 17

The associates, as well as their successors or assigns, may not bring about the liquidation of the company, nor have the company's assets sealed, nor request an inventory. They must, for the exercise of their rights, refer to the company's books and records and to the decisions of the general meetings.

TITLE IV: ADMINISTRATION

ARTICLE 18: General

1. The company is managed by one or more directors, who may or may not be partners, appointed in these articles of association or by the general meeting of partners. The general meeting is free to determine the term of office of the directors, which it appoints and which it may dismiss at any time without reason or notice.

Mr Pierre MORELLE, domiciled at 1730 Asse, Kespier, 4.

2. The assembly can remunerate the mandate of the directors and allocate them fixed and/or variable emoluments as well as attendance fees.

Within eight days of their appointment, the managers must file with the clerk of the commercial court an extract of the deed recording their authority and bearing their signature.

ARTICLE 19: Board of Directors

1. When there are more than two directors, they shall form a board. The board of directors shall elect a chairman from among its members. If the chairman is absent or unable to act, the meeting shall be chaired by the oldest member.

The Board meets at the call of the President as often as the interests of the company require. It must also be convened when two of its members request it. The Board meets at the registered office or at any other place in the municipality of the registered office indicated in the notices of meeting. The convocations are made by simple letters sent, except in case of urgency to be justified in the minutes of the meeting, at least five clear days before the meeting and containing the agenda.

2. The Board of Directors may only validly deliberate if at least half of its members are present or represented. However, if at a first meeting the board is not in number, a new meeting may be convened with the same agenda, which will deliberate validly regardless of the number of directors present or represented.

Decisions are made by a simple majority of votes. In the event of a tie, the chairman or the member chairing the meeting shall have the casting vote. A director may even by simple letter, telex, telegram, telefax or any similar procedure, give a mandate to another director to replace him at the meeting and vote in his place. 

However, a director may represent only one other member of the Board. The deliberations and votes of the Board are recorded in minutes signed by the majority of the directors present at the meeting. Copies or extracts of these minutes are signed by the President or by two directors.

ARTICLE 20: Vacancy of a director's seat

In the event of a vacancy in the board of directors, the remaining directors, if there is a board of directors, may fill the vacancy on a provisional basis. The appointment is subject to ratification by the next general meeting.

ARTICLE 21: Powers

The management body, which may consist of the board of directors, a single director or two directors acting jointly, has, in addition to the powers conferred on it by Titles II and III, the broadest powers of administration and disposal within the framework of the corporate purpose.

It may, in particular, take and lease, acquire and dispose of all movable and immovable property; contract all loans, except by issuing bonds; pledge or mortgage all company property; discharge, with waiver of all rights of mortgage, lien and resolutory action, even without justification of payment, all mortgage and other registrations, transcriptions, seizures and other impediments whatsoever; represent the company in court, as plaintiff and defendant; compromise and compromise in all cases concerning all company interests. It draws up the draft internal regulations.

ARTICLE 22: Delegations

The board of directors may, under its responsibility, entrust the day-to-day management of the company to one or more directors, who shall bear the title of managing director or managing director; it may also entrust the management of all or part of the company's affairs to one or more directors, who may or may not be directors;

it may grant powers for specific purposes to any third party that it shall notify. The Board of Directors determines the emoluments attached to the delegations it grants.

The sole director or the two directors acting together have mutatis mutandis the same power of delegation.

ARTICLE 23: Representation

Without prejudice to the special delegations, the company is validly represented with respect to third parties and in court by the sole director or, if there are several directors or if there is a board of directors, by two directors.

If the administration is entrusted to several directors, each of them will validly represent the company in relation to acts and operations of day-to-day management, in particular vis-à-vis banks, public services, the Post Office and transport companies.

ARTICLE 24: Control

The auditing of the financial situation, the annual accounts and the regularity with regard to the law and the articles of association of the transactions to be recorded in the annual accounts is governed by the provisions of Articles 166, 167 and 385 of the Companies Code. As long as the company meets the criteria of Articles 130 to 171 of the Companies Code and no auditor is appointed, each shareholder has the right of individual control and investigation. In accordance with the provisions of articles 166, 167 and 385 of the Companies Code, the individual powers of investigation and control of the associates can be delegated to one or more associates in charge of this control, appointed by the general meeting, who may not exercise any other function or accept any other mission or mandate in the company. These partners can be represented by a chartered accountant in accordance with the law. The meeting can grant them fixed emoluments as remuneration for the exercise of their mandate.

TITLE V: GENERAL ASSEMBLY

ARTICLE 25: Composition and competence

Internal regulations: The regularly constituted assembly represents the universality of the associates; its decisions are obligatory for all, even the absent or dissident ones. It has the powers attributed to it by the law and the present statutes. It can complete the statutes as far as their application to the relations between the company and its associates is concerned, in particular as far as the causes of exclusion and conditions of approval are concerned, by internal regulations to which the associates are subjected by the mere fact of their membership in the company.

These regulations are established, modified, or abrogated by the assembly by decision taken by a simple majority of validly cast votes.

ARTICLE 26: Dress code

1. The general assembly is convened by the management body referred to in article 18 by simple letter containing the agenda, sent to the associates at least fifteen clear days before the date of the meeting. It must be convened once a year, on the first Tuesday of June, at ten o'clock in the morning, in order to decide on the annual accounts of the previous financial year and the discharge to be given to the directors

and, if necessary, to the auditor(s) or the partners in charge of the audit. If this day is a holiday, the meeting is held on the next working day at the same time. The meeting can also be convened extraordinarily. It must be convened if associates holding at least one/fifth of the total number of shares or, if applicable, a commissioner so request; it must be convened within one month of the request.

General meetings are held at the registered office or at any other place indicated in the notices of meeting. If the meeting is held before a notary, it may be held at any other place indicated in the notices of meeting, provided that it is located in the judicial district to which the said municipality belongs. The managing body has the right to postpone the meeting to three weeks; this postponement cancels any decision taken.

2. The general meeting is chaired, as the case may be, by the sole director, or by the oldest director, or by the chairman of the board of directors and, in his absence, by the director designated for this purpose by the board, or in the absence of such designation, by the oldest director present at the meeting, it being understood, however, that the chairman must be a partner. The chairman appoints the secretary, who need not be a partner. The meeting appoints two tellers from among the associates present.

ARTICLE 27: Proxies

An associate may be represented at the meeting by a written proxy given to another associate with voting rights. Legal entities and incapable persons are represented by their statutory or legal representatives, without prejudice to the above provision.

ARTICLE 28: Voting

1. The meeting decides, except for the exceptions provided for by these articles of association and by law, by a simple majority of votes, abstentions aside, regardless of the number of members present or represented. Votes are taken by show of hands or by roll call, unless the meeting decides otherwise. Voting on the appointment of directors and commissioners is normally by secret ballot.

2. When the meeting is called to decide on an amendment to the company's articles of association, it can only validly deliberate if the notices of meeting specify the objects of the deliberations and if those attending the meeting represent at least half of the shares with voting rights. If the latter condition is not met, a new meeting is convened with the same agenda, which will validly deliberate regardless of the number of shares represented. A decision is only validly taken in this matter if it gathers two thirds of all validly cast votes. All this is subject to the application of the special provisions of articles 435, 436, 778 and 779 of the Company Code concerning the change of form of cooperative and the transformations of companies, of articles 671 and following of the Company Code concerning the merger and demerger of companies, and of articles 678 and following of the Company Code concerning the contribution of universality or branch of activity.

3. Except in the case of a duly justified emergency, the General Assembly shall only deliberate validly on the items on its agenda.

ARTICLE 29: Voting Rights

Each A share entitles the holder to three votes. Each associate holding an A share has a number of votes equal to three times the number of shares.

The B shares give right to one vote. Each associate holding a B share has a number of votes equal to the number of his shares.

The duty on shares for which the due payments have not been made is suspended.

ARTICLE 30: Minutes

The minutes of the general assemblies are signed by the members of the board and by the associates who request it. Copies and extracts of the minutes under private signature are signed by a director, or by two directors if there is a board of directors.

TITLE VI: BALANCE SHEET _ BENEFICIARY DISTRIBUTION

ARTICLE 31: Fiscal year

The fiscal year begins on January 1 and ends on December 31 of each year.

ARTICLE 32: Annual Accounts

At the end of each financial year, the management body referred to in article 18 draws up, in accordance with the applicable provisions, the inventory and the annual accounts, to be submitted to the meeting. Fifteen days before the meeting, the annual accounts, including the balance sheet and the profit and loss account with the annex, the reports of the directors and the auditors or the partners in charge of the audit, are deposited at the registered office at the disposal of the partners. These reports are drawn up in accordance with articles 143 and 144 of the Company Code.

ARTICLE 33: Beneficiary distribution

The favourable surplus of the balance sheet, after deduction of general and operating expenses as well as provisions and depreciation deemed necessary, constitutes the net profit of the company. From this profit, five percent is deducted to form the legal reserve, as long as it does not reach one tenth of the subscribed capital. The meeting decides by simple majority on the allocation of the balance, subject to the application of article 617 of the Company Code. The payment of dividends is made on the date and in the manner determined by the management body, but within thirty days of the date of the meeting. After the adoption of the balance sheet, the meeting decides by a special vote on the discharge to be given to the directors and, if applicable, to the auditor(s) or the audit partners.

The annual financial statements are then, at the discretion of the Board of Directors, published in accordance with the legal and regulatory rules applicable to the company.

TITLE VII: DISSOLUTION _ LIQUIDATION

ARTICLE 34: Liquidation

In the event of dissolution for whatever reason and at whatever time, the liquidation of the company is carried out by the management body in office at that time, unless the general meeting decides to entrust the liquidation to one or more liquidators. The liquidators shall have, unless the general meeting decides otherwise, the most extensive powers conferred by article 186 of the Companies Code, without having to resort to the authorization provided for in article 187. The meeting shall determine the emoluments of the liquidators, if any.

ARTICLE 35: Closure of the liquidation

After payment of the debts and charges of the company, the balance will first be used to repay the payments made to pay up the shares. If all the shares are not paid up in equal measure, the liquidators will establish the balance between the shares in terms of payment, either by calls for funds or by partial repayments.

The surplus of the assets is distributed among the shares in equal parts or, if there are different categories of shares, in proportion to their nominal value.

TITLE VIII: MISCELLANEOUS PROVISIONS

ARTICLE 36: Election of domicile

Any partner or director domiciled abroad who has not elected domicile in Belgium is assumed, for the application of these articles of association, to have elected domicile at the registered office where all notifications, communications and summonses are validly made.

ARTICLE 37: General provision

Any provision of these bylaws that violates a mandatory legal rule shall be deemed unwritten, without affecting the other provisions of the bylaws.

TITLE IX: SUBSCRIPTIONS _ PAYMENTS

The eighteen thousand six hundred shares representing the initial capital referred to in article 5 of these articles of association are subscribed by the parties to the agreement at the par value of their nominal value as follows

1. by Mr. Pierre MORELLE, with eighteen thousand five hundred and ninety (18,590) shares

2. by Miss Deborah BISTON, for nine (9) shares

3. by Mr. Michel de BURLET, for one (1) share

CASH CONTRIBUTIONS ONLY

The participants declare and acknowledge that each and every one of the shares thus subscribed have been paid up to the amount of one third in cash by payment on a special account opened for this purpose with Dexia Bank, so that a sum of six thousand two hundred euros (€ 6,200) is at the free disposal of the company. A certificate of the bank confirming the above is attached to this deed.

TITLE X: TRANSITIONAL PROVISIONS

The first financial year starts on the day of the deposit of the extract of this deed at the Registry of the competent Commercial Court and will end on the thirty-first of December two thousand and six. The first ordinary general meeting will therefore take place in the year two thousand and seven.

FINANCIAL PLAN

The parties have submitted to the undersigned notary a financial plan in accordance with article 391 of the Company Code.

CONTROL OF THE COMPANY

The parties declare that according to estimates made in good faith and included in the financial plan, the company meets the criteria set forth in article 12, § 2, of the law of July 17, nineteen hundred and seventy-five relating to the accounting and annual accounts of companies, so that in application of article 141 of the Company Code, there is currently no need to appoint an auditor.

The meeting may, however, entrust one or more partners with the control of the company.

TITLE XI: FINAL PROVISIONS

The participants declare that the amount of the costs, expenses, remunerations and charges, in whatever form, which are incumbent on the company or are put at its charge by reason of its constitution, amounts to one thousand two hundred euros

(€ 1.200).

OF WHICH ACTS AND MINUTES

Drawn up and passed date as above, in Anderlecht, in the study. Reading made, the comparants have signed with us, notary.

(Following the signatures)

Registered seven rolls, without dismissal, at the 1st Registration Office of Anderlecht, on July twenty-seventh, 2005, volume 38 folio 71 box 11

Received: ninety-three euros (93,00€)

The Principal Inspector have (signed) :

M. DREZE