AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            TOP GROUP HOLDINGS, INC.



It is hereby certified that:

      1. The present name of the corporation (hereinafter called the
"Corporation") is TOP Group Holdings, Inc. The date of filing the original
certificate of incorporation of the Corporation with the Secretary of State of
the State of Delaware is February 11, 2003.

      2. The certificate of incorporation of the Corporation, as previously
amended, is hereby amended by striking out the previous Articles in their
entirety and by substituting in lieu thereof new Articles which are set forth in
the Amended and Restated Certificate of Incorporation hereinafter provided for.

      3. The provisions of the certificate of incorporation of the Corporation
as heretofore amended are hereby restated and integrated into the single
instrument which is hereinafter set forth, and which is entitled Amended and
Restated Certificate of Incorporation of Top Group Holdings, Inc. without any
further amendments and without any discrepancy between the provisions of the
certificate of incorporation as heretofore amended and the provisions of the
said single instrument hereinafter set forth.

      4. The amendments to and restatement of the certificate of incorporation
herein certified have been duly adopted by the stockholders in accordance with
the provisions of Section 228 of the General Corporation Law of the State of
Delaware.

      5. This Amended and Restated Certificate of Incorporation was duly adopted
by the Board of Directors of the Corporation in accordance with Sections 242 and
245 of the General Corporation Law of the State of Delaware.

      THE CERTIFICATE OF INCORPORATION OF THE CORPORATION, AS AMENDED AND
RESTATED HEREIN, SHALL AT THE EFFECTIVE TIME OF THIS AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION, READ AS FOLLOWS:

<PAGE>

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            TOP GROUP HOLDINGS, INC.

            FIRST: The name of the corporation is TOP GROUP HOLDINGS, INC. (the
"Corporation").

            SECOND: The address of the Corporation's registered office in the
State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware
19808-1297, County of New Castle. The name of its registered agent at such
address is the Corporation Service Company.

            THIRD: The purposes of the Corporation are to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law.

            FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 100,000,000 shares of common stock,
$.0001 par value per share ("Common Stock").

            FIFTH: The Corporation is to have perpetual existence.

            SIXTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition and not in limitation of
the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, conferred by the State of Delaware, it is
further provided that:

                  (A) The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of Directors. The number
of directors that shall constitute the whole Board of Directors shall be fixed
by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning, to
wit, the total number of directors, which the Corporation would have if there
were no vacancies. No election of directors need be by written ballot.

                  (B) After the original or other Bylaws of the Corporation have
been adopted, amended or repealed, as the case may be, in accordance with the
provisions of Section 109 of the General Corporation Law, and, after the
Corporation has received any payment for any of its stock, the power to adopt,
amend, or repeal the Bylaws of the Corporation may be exercised by the Board of
Directors of the Corporation.

                  (C) The books of the Corporation may be kept at such place
within or without the State of Delaware as the Bylaws of the Corporation may
provide or as may be designated from time to time by the Board of Directors of
the Corporation.

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<PAGE>

            SEVENTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law, as the same may be amended and
supplemented from time to time, indemnify and advance expenses to (i) its
directors and officers, and (ii) any person who at the request of the
Corporation is or was serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, from
and against any and all of the expenses, liabilities, or other matters referred
to in or covered by said section as amended or supplemented (or any successor);
provided, however, that except with respect to proceedings to enforce rights to
indemnification, the Bylaws of the Corporation may provide that the Corporation
shall indemnify any director, officer or such person in connection with a
proceeding (or part thereof) initiated by such director, officer or such person
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. The Corporation, by action of its Board of
Directors, may provide indemnification or advance expenses to employees and
agents of the Corporation or other persons only on such terms and conditions and
to the extent determined by the Board of Directors in its sole and absolute
discretion. The indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

            EIGHTH: No director of the Corporation shall be liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision does not eliminate or
limit the liability of the director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. For
purposes of the prior sentence, the term "damages" shall, to the extent
permitted by law, include without limitation, any judgment, fine, amount paid in
settlement, penalty, punitive damages, excise or other tax assessed with respect
to an employee benefit plan, or expense of any nature (including, without
limitation, reasonable counsel fees and disbursements). Each person who serves
as a director of the Corporation while this Article NINTH is in effect shall be
deemed to be doing so in reliance on the provisions of this Article NINTH, and
neither the amendment or repeal of this Article NINTH, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article
NINTH, shall apply to or have any effect on the liability or alleged liability
of any director of the Corporation for, arising out of, based upon, or in
connection with any acts or omissions of such director occurring prior to such
amendment, repeal, or adoption of an inconsistent provision. The provisions of
this Article NINTH are cumulative and shall be in addition to and independent of
any and all other limitations on or eliminations of the liabilities of directors
of the Corporation, as such, whether such limitations or eliminations arise
under or are created by any law, rule, regulation, bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.

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<PAGE>

            NINTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the General Corporation Law or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of the General
Corporation Law order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of this Corporation, as the case
may be, to be so summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

            TENTH: From time to time any of the provisions of this Certificate
of Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article.

            IN WITNESS WHEREOF, the undersigned hereby declares and certifies
that the facts herein stated are true, and accordingly have hereunto set my hand
this 21st day of January 2005.

                                              /s/ RU-HUA SONG
                                              ---------------------------------
                                              Ru-Hua Song, President

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