TERRITORY OF THE BRITISH VIRGIN ISLANDS

                THE BVI BUSINESS COMPANIES ACT, 2004 (THE "ACT")

                            MEMORANDUM OF ASSOCIATION

                                       OF

                           TONGXIN INTERNATIONAL LTD.

      NAME

1     The name of the Company is Tongxin International Ltd.

      COMPANY LIMITED BY SHARES

2     The Company is a company limited by shares. The liability of each member
      is limited to the amount from time to time unpaid on such member's shares.

      REGISTERED OFFICE

3     The first registered office of the Company will be situated at the office
      of the registered agent which is Kingston Chambers, P.O. Box 173, Road
      Town, Tortola, British Virgin Islands or such other place as the directors
      or members may from time to time decide, being the office of the
      registered agent.

      REGISTERED AGENT

4     The first registered agent of the Company will be Maples Finance BVI
      Limited of Kingston Chambers, P.O. Box 173, Road Town, Tortola, British
      Virgin Islands or such other registered agent as the directors or members
      may decide from time to time.

      GENERAL OBJECTS AND POWERS

5     Subject to Regulation 6 below the objects for which the Company is
      established are unrestricted and the Company shall have full power and
      authority to carry out any object not prohibited by the BVI Business
      Companies Act, 2004 or as the same may be revised from time to time, or
      any other law of the British Virgin Islands.

      LIMITATIONS ON THE COMPANY'S BUSINESS

6     For the purposes of section 9(4) of the Act the Company has no power to:

      (a)   carry on banking or trust business, unless it is licensed under the
            Banks and Trust Companies Act, 1990;




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      (b)   carry on business as an insurance or as a reinsurance company,
            insurance agent or insurance broker, unless it is licensed under an
            enactment authorising it to carry on that business;

      (c)   carry on the business of company management unless it is licensed
            under the Companies Management Act, 1990;

      (d)   carry on the business of providing the registered office or the
            registered agent for companies incorporated in the British Virgin
            Islands; or

      (e)   carry on the business as a mutual fund, mutual fund manager or
            mutual fund administrator unless it is licensed under the Mutual
            Funds Act, 1996.

      AUTHORISED SHARES

7     (a)   The Company is authorised to issue a maximum of 39,000,000 shares of
            the following classes with a par value of US$0.001 each:

            (i)   39,000,000 ordinary shares ("ORDINARY SHARES");

      (b)   The shares in the Company shall be issued in the currency of the
            United States of America.

      (c)   Each share in the Company confers on the holder:

            (i)   the right to one vote at a meeting of the members of the
                  Company or on any resolution of the members of the Company;

            (ii)  the right to an equal share in any dividend paid by the
                  Company in accordance with the Act; and

            (iii) the right to an equal share in the distribution of the surplus
                  assets of the Company.

      (d)   The directors may, subject to the Act, by amending this Memorandum
            and/or the Articles, determine the designations, powers, preferences
            and relative, participation, optional and other rights, if any, and
            the qualifications, limitations and restrictions thereof, if any,
            including, without limitation, dividend rights, conversion rights,
            redemption privileges, voting powers and liquidation preferences
            that any Preferred Share issued by the Company confers on the
            holder.

      REGISTERED SHARES ONLY

8     Shares in the Company may only be issued as registered shares and the
      Company is not authorised to issue bearer shares. Registered shares may
      not be exchanged for bearer shares or converted to bearer shares.




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      AMENDMENTS

9     Subject to the provisions of the Act, the Company shall by resolution of
      the members (or by resolution of the directors only where such amendment
      is required to provide for the rights conferred by Preferred Shares on
      their holders pursuant to Clause 7(d)) have the power to amend or modify
      any of the conditions contained in this Memorandum of Association.

We, Maples Finance BVI Limited of Kingston Chambers, P.O. Box 173, Road Town,
Tortola, British Virgin Islands in our capacity as registered agent for the
Company hereby apply to the Registrar for the incorporation of the Company this
[ ]th day of February, 2008.

Incorporator

________________________________
Jose Santos
Authorised Signatory
Maples Finance BVI Limited