EXHIBIT 3.3

MEMORANDUM OF ASSOCIATION

OF

BORDEN NOVA SCOTIA FINANCE, ULC

1. The name of the Company is Borden Nova Scotia Finance, ULC.

2. There are no restrictions on the objects and powers of the Company and the Company shall expressly have the following powers:

(1) to sell or dispose of its undertaking, or a substantial part thereof;

(2) to distribute any of its property in specie among its members; and

(3) to amalgamate with any company or other body of persons.

3. The liability of the members is unlimited.

I, the undersigned, whose name, address and occupation are subscribed, am desirous of being formed into a company in pursuance of this Memorandum of Association, and I agree to take the number and kind of shares in the capital stock of the Company written below my name.

/s/ Charles S. Reagh

Name of Subscriber: Charles S. Reagh

800-1959 Upper Water Street, Halifax, NS B3J 2X2

Occupation: Solicitor

Number of shares subscribed: One common share

TOTAL SHARES TAKEN: one common share

Dated this 20th day of July, 2004.

Witness to above signature:	/s/ Amy Smith
	Name of Witness: Amy Smith
	800-1959 Upper Water Street, Halifax, NS B3J 2X2
	Occupation: Legal Assistant

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