CERTIFICATE OF TERMINATION PRIOR TO EFFECTIVE DATE
                                     OF THE
                            CERTIFICATE OF AMENDMENT
                                       OF
                           YIFAN COMMUNICATIONS, INC.



                    Pursuant to Section 103(d) of the General
                    Corporation Law of the State of Delaware


         Yifan Communications, Inc., a Delaware corporation (the "Corporation"),
does hereby certify as follows:

         FIRST: The Corporation  filed a Certificate of Amendment with the State
of Delaware on July 28, 2000 (the "Amendment").

         SECOND:  The Certificate of Amendment sets forth in Article IV a future
effective date and time of 12:01 a.m., E.D.T. on September 30, 2000.

         THIRD: It is necessary to change the future  effective date and time of
the Certificate of Amendment.  Thus, the Certificate of Amendment filed July 28,
2000 is hereby terminated prior to its effective date and time.

         FOURTH:  The  foregoing  termination  is filed in  accordance  with the
provisions  of Section  103(d) of the  General  Corporation  Law of the State of
Delaware.

         IN WITNESS  WHEREOF,  this  Certificate  of  Termination  has been duly
executed this 22nd day of September, 2000.



                                                 YIFAN COMMUNICATIONS, INC.




                                                  By:  /s/ Yifan Hi
                                                  Name:  Yifan Hi
                                                  Title:  President