EXHIBIT 3.1









                     TERRITORY OF THE BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                   (CAP. 291)

                            MEMORANDUM OF ASSOCIATION

                                       OF

                              T2CN Holding Limited

1. NAME

      The name of the Company is T2CN Holding Limited.

2. REGISTERED OFFICE

      The registered office of the Company will be situated at Kingston
      Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands or at
      such other place within the British Virgin Islands as the directors may
      from time to time determine.

3. REGISTERED AGENT

      The 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 person or company being a person or company entitled
      to act as a registered agent, as the directors may from time to time
      determine.

4. GENERAL OBJECTS AND POWERS

     (a)  To buy, sell, underwrite, invest in, exchange or otherwise acquire and
          to hold, manage, develop, deal with and turn to account any bonds,
          debentures, shares, (whether fully paid or not) stocks, options,
          commodities, futures, forward contracts, notes or securities of
          Governments, States, municipalities, public authorities or public or
          private limited or unlimited companies in any part of the world,
          precious metals, gems, works of art and other articles of value and
          whether on a cash or margin basis and including short sales, and to
          lend money against the security of any of the aforementioned property.

     (b)  To buy, own, hold, subdivide, lease, sell, rent, prepare building
          sites, construct reconstruct, alter, improve, decorate, furnish,
          operate, maintain, reclaim or otherwise deal with and/or develop land
          and buildings and otherwise deal in real estate in all its branches,
          to make advances upon the security of land or houses or other property
          or any interest therein, and whether erected or in course of erection
          and whether on first mortgage or charge or subject to prior mortgage


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          or mortgages or charge or charges, and to develop land and buildings
          as may seem expedient but without prejudice to the generality of the
          foregoing.

     (c)  To borrow or raise money by the issue of debentures, debenture stock
          (perpetual or terminable), bonds, mortgages, or any other securities
          founded or based upon all or any of the assets or property of the
          Company or without any such security and upon such term as to priority
          or otherwise as the Company shall think fit.

     (d)  To mortgage, pledge or charge its assets and other property (or any
          part thereof) as collateral security for the Company's debts,
          liabilities or obligations or in connection with the Company's
          guarantee or grant of other security for any third party, such
          mortgage, pledge or charge being on such terms as the Company's
          members or directors deem fit.

     (e)  To engage in any other business or businesses whatsoever, or in any
          acts or activities which are not prohibited under any law for the time
          being in force in the British Virgin Islands.

     (f)  To do all such other things as are incidental to, or the Company may
          think conducive to, the attainment of all the above objects. And it is
          hereby declared that the intention is that each of the objects
          specified in each paragraph of this clause shall, except where
          otherwise expressed in such paragraph, be an independent main object
          and be in no ways limited or restricted by reference to or inference
          from the terms of any other paragraph or the name of the Company.

5. EXCLUSIONS

      The company shall not be treated as carrying on business with persons
      resident in the British Virgin Islands by reason only that:

      (a) it makes or maintains deposits with a person carrying on banking
      business within the British Virgin Islands;

      (b) it makes or maintains professional contact with solicitors,
      barristers, accountants, book-keepers, trust companies, administration
      companies, investment advisers or other similar persons carrying on
      business within the British Virgin Islands;

      (c) it prepares or maintains books and records within the British Virgin
      Islands;

      (d) it holds, within the British Virgin Islands, meetings of its directors
      or members;

      (e) it holds a lease of property for use as an office from which to
      communicate with members or where books and records of the Company are
      prepared or maintained;


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      (f) it holds shares, debt obligations or other securities in a company
      incorporated under the International Business Companies Act (CAP.291) or
      under the Companies Act (CAP. 285);

      (g) its shares, debt obligations or other securities in the Company are
      owned by any person resident in the British Virgin Islands or by any
      company incorporated under the International Business Companies Act
      (CAP.291) or under the Companies Act (CAP. 285).

6. The Company has no power to:

      (a) carry on business with persons resident in the British Virgin Islands;

      (b) own an interest in real property situate in the British Virgin
      Islands, other than a lease referred to in paragraph (e) of subsection (2)
      of the International Business Companies Act (CAP.291);

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

      (d) 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;

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

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

7. SHARE CAPITAL

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

8. AUTHORISED CAPITAL

      The authorised capital of the Company is US$500,000.00 comprising
      50,000,000 shares with a par value of US$0.01 each. Shares may be issued
      by the directors at their discretion and may only be issued as registered
      shares.


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9. CLASSES OF SHARES

      The shares shall be divided into such number of classes and series as the
      directors shall by resolution from time to time determine and until so
      divided shall comprise one class and series.

10. RIGHTS, QUALIFICATIONS, DESIGNATIONS ETC. OF SHARES

      The directors shall by resolution have the power to issue any class or
      series of shares that the Company is authorised to issue in its capital,
      original or increased, with or subject to any designations, powers,
      preferences, rights, qualifications, limitations and restrictions.

11. REGISTERED SHARES

      Shares in the Company may only be issued as registered shares and may not
      be exchanged for shares issued to bearer.

12. AMENDMENTS

      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 and to increase or reduce the authorised capital of the
      Company in anyway permitted by law.






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We, Maples Finance BVI Limited of Kingston Chambers, P.O. Box 173, Road Town,
Tortola, British Virgin Islands for the purpose of incorporating an
International Business Company under the laws of the British Virgin Islands
hereby subscribe our name to this Memorandum of Association.






                   NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER





                                Maples Finance BVI Limited
                                Kingston Chambers
                                P.O. Box 173
                               Road Town, Tortola
                                British Virgin Islands




Dated this 7th day of May, 2004


WITNESS to the above signature:



Kingston Chambers
P.O. Box 173
Road Town, Tortola
British Virgin Islands


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