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                                                                    Exhibit 3.19

                            MEMORANDUM OF ASSOCIATION

                          OF HIGH VALLEY WATER LIMITED

1.    The name of the Company is High Valley Water Limited.

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

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

      (b)   To distribute any of its property in specie among its members; and

      (c)   To amalgamate with any company or other body of persons.

3.    The liability of the members is limited.

4.    The authorized capital of the Company is:

      Ten Million (10,000,000) common shares without nominal or par value.

with power to divide the shares in the capital for the time being into several
classes and to attach thereto respectively any preferred, deferred or qualified
rights, privileges or conditions, including restrictions on voting rights and
including redemption and purchase of such shares, subject, however, to -the
provisions of the Companies Act of Nova Scotia.