ANNEX C

MEMORANDUM OF ASSOCIATION OF TONGXIN INTERNATIONAL

1 NAME

The name of the Company is Tongxin International, Ltd.

2 COMPANY LIMITED BY SHARES

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.

3 REGISTERED OFFICE

The first registered office of the Company will be situated at the office of the
registered agent which is at PO Box 173 Kingston Chambers Road Town, Tortola
British Virgin Islands, 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.

4 REGISTERED AGENT

The first registered agent of the Company will be Maples Finance Limited British
Virgin Islands or such other registered agent as the directors or members may
decide from time to time.

5 GENERAL OBJECTS AND POWERS

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.

6 LIMITATIONS ON THE COMPANY'S BUSINESS

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;

(b)  carry on business as an insurance or as a reinsurance company, insurance
     agent or insurance broker, unless it is licensed under an enactment
     authorizing 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.

7 AUTHORIZED SHARES

(a)  The Company is authorized to issue forty million shares of two classes as
     follows:-

     (i)  Thirty nine million shares in one series of US$0.001 par value each
          ("Ordinary Shares"); and





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

(c)  Each Ordinary 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)Preferred Shares

     (i)  The rights, privileges, restrictions and conditions attaching to the
          Preferred Shares shall be those provided pursuant to the Act as
          modified or negated by the directors of the Company on the issuance of
          the Preferred Shares.

     (ii) The Board of Directors of the Company is authorized, subject to
          limitations prescribed by law and the provisions of this Clause 7, to
          amend the Company's Memorandum of Association



          to provide for the creation from time to time of one or more series of
          Preferred Shares or classes of shares having preferred rights, and
          pursuant to such amendment to establish the number of shares and
          series to be included in each such class, and to fix the designation,
          relative rights, preferences, qualifications and limitations of the
          shares of each such class. The authority of the Board of Directors
          with respect to each class shall include, but not be limited to,
          determination of the following:

(a)  the number of shares and series constituting that class and the distinctive
     designation of that class;

(b)  the distribution rate on the shares of that class, whether distributions
     shall be cumulative, and, if so, from which date or dates, and whether they
     shall be payable in preference to, or in another relation to, the
     distributions payable on any other class or classes of shares;

(c)  whether that class shall have voting rights, in addition to the voting
     rights provided by law, and, if so, the terms of such voting rights;

(d)  Whether that class shall have conversion or exchange privileges, and, if
     so, the terms and



     conditions of such conversion or exchange, including provision for
     adjustment of the conversion or exchange rate in such events as the Board
     of Directors shall determine;

(e)  whether or not the shares of that class shall be redeemable, and, if so,
     the terms and conditions of such redemption, including the manner of
     selecting shares for redemption if less than all shares are to be redeemed,
     the date or dates upon or after which they shall be redeemable, and the
     amount per share payable in case of redemption, which amount may vary under
     different conditions and at different redemption dates;

(f)  whether that class shall be entitled to the benefit of a sinking fund to be
     applied to the purchase or redemption of shares of that class, and, if so,
     the terms and amounts of such sinking fund;

(g)  the right of the shares of that class to the benefit of conditions and
     restrictions upon the creation of indebtedness of the Company or any
     subsidiary, upon the issue of any additional shares (including additional
     shares of such class of any other class) and upon the payment of dividends
     or the making of other distribution on, and the purchase, redemption or
     other acquisition by the Company or any



     subsidiary of any outstanding shares of the Company;

(h)  the right of the shares of that class in the event of any voluntary or
     involuntary liquidation, dissolution or winding up of the Company and
     whether such rights shall be in preference to, or in another relation to,
     the comparable rights of any other class or classes of shares; and

(i)  any other relative, participating, optional or other special rights,
     qualifications, limitations or restrictions of that class.

8 REGISTERED SHARES ONLY

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

9 AMENDMENTS

Subject to the provisions of the Act, the Company shall by resolution of the
directors or members have the power to amend or modify any of the conditions
contained in this Memorandum of Association.

We, ____________________ British Virgin Islands in our capacity as registered
agent for the Company hereby apply to the Registrar for the incorporation of the
Company this __________ of __________ 2007.

Incorporator

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