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                                                                     Exhibit 4.2

                                   MEMORANDUM

                                       AND

                             ARTICLES OF ASSOCIATION

                                       OF

                     CHINA TAILONG HOLDINGS COMPANY LIMITED

                              -------------------
                              -------------------

                   Incorporated the 27th day of October, 2003


                                    HONG KONG
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No. 867903


                                     [COPY]

                               COMPANIES ORDINANCE
                                  (CHAPTER 32)

                          CERTIFICATE OF INCORPORATION


                              I hereby certify that


                     CHINA TAILONG HOLDINGS COMPANY LIMITED

      Is this day incorporated in Hong Kong under the Companies Ordinance,
                       and that this company is limited.
                  Issued by the undersigned on 27 October 2003.




                                                    (Sd.) MISS R. CHEUNG
                                            ....................................
                                                 For Registrar of Companies
                                                         Hong Kong
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<PAGE>


                      THE COMPANIES ORDINANCE (CHAPTER 32)


                     ---------------------------------------

                        Private Company Limited by Shares

                     ---------------------------------------


                            MEMORANDUM OF ASSOCIATION

                                       OF

                     CHINA TAILONG HOLDINGS COMPANY LIMITED

                     ---------------------------------------




First:   The name of the Company is "CHINA TAILONG HOLDINGS COMPANY LIMITED"


Second:   The Registered Office of the Company will be situated in Hong Kong.


Third:   The liability of the Members is limited.


Fourth:  The Share  Capital of the  Company  is  HK$10,000,000,00  divided  into
10,000,000  shares of HK$1.00 each with the power for the company to increase or
reduce  the said  capital  and to issue  any part of its  capital,  original  or
increased,  with or  without  preference,  priority  or special  privileges,  or
subject to any  postponement of rights or to any conditions or restrictions  and
so that, unless the conditions of issue shall otherwise expressly declare, every
issue of shares,  whether  declared  to be  preference  or  otherwise,  shall be
subject to the power hereinbefore contained.












                                       1
<PAGE>

         We, the several  persons,  whose names,  addresses and descriptions are
hereto  subscribed,  are desirous of being formed into a Company in pursuance of
this Memorandum of Association,  and we respectively agree to take the number of
shares in the capital of the Company set opposite to our respective names:

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                                                                Number of Shares
Names, Addresses and Descriptions of Subscribers                 taken by each
                                                                  subscriber

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(Sd.) Chang Yu                                                        1
Room 808, 8F., Tung Ying Building,
100 Nathan Road, Tsim Sha Tsui,
Kowloon, Hong Kong.
Merchant


(Sd.) Teng Xiao Yong                                                  1
Room 808, 8F., Tung Ying Building,
100 Nathan Road, Tsim Sha Tsui,
Kowloon, Hong Kong.
Merchant


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Total Number of Shares Taken....                                      2

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Dated the 21st day of October, 2003

WITNESS to the above signatures:

                                                     (Sd.) Mr. Chan Kam Ki
                                                       Company Secretary
                                              Room 808, 8F., Tung Ying Building,
                                                100 Nathan Road, Tsim Sha Tsui,
                                                      Kowloon, Hong Kong.















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<PAGE>

                      THE COMPANIES ORDINANCE (CHAPTER 32)

                     ---------------------------------------

                        Private Company Limited by Shares

                     ---------------------------------------

                             ARTICLES OF ASSOCIATION

                                       OF

                     CHINA TAILONG HOLDINGS COMPANY LIMITED

                     ---------------------------------------



                                   PRELIMINARY

         1. Subject as hereinafter provided,  the regulations contained in Table
"A" in the First Schedule to the Companies Ordinance (Chapter 32) shall apply to
this Company, and be deemed to be incorporated with these Presents.

         2. The following clauses of Table "A" namely, 24, 41 inclusive, 55, 60,
64, 77, 78, 79, 81, 82, 90 to 99 inclusive,  101, and 114 to 123 inclusive,  and
128, shall not apply or are modified as hereinafter appearing.

         3. The Company is a Private Company and accordingly;

         (a)      the  right  to  transfer   shares  is   restricted  in  manner
                  hereinafter prescribed;

         (b)      the number of members of the company (exclusive of persons who
                  are in the employment of the company and of persons who having
                  been  formerly in the  employment of the company were while in
                  such employment and have continued after the  determination of
                  such  employment  to be members of the  company) is limited to
                  50.  Provided  that where 2 or more  persons  hold one or more
                  shares in the  company  jointly  they shall for the purpose of
                  this regulation be treated as a single member;

         (c)      any  invitation  to the public to subscribe  for any shares or
                  debentures of the company is prohibited;

         (d)      the company  shall not have power to issue  share  warrants to
                  bearer.

                               TRANSFER OF SHARES

         4. Clause 24 of Table "A" is hereby modified as follows:

         The directors may, in their absolute  discretion and without  assigning
any reason therefore,  decline to register any transfer of any share, whether or
not it is a fully paid share.




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<PAGE>

                                    DIRECTORS

         5. Unless otherwise  determined by the Company in General Meeting,  the
number of  Directors  shall not be less than  two.  The first  directors  of the
company shall be nominated in writing by the  subscribers  to the  memorandum of
association.

         6. A Director shall hold office until either:

         (a)      He is  removed  from  office  by a special  resolution  of the
                  Company, or

         (b)      Notice is given to the  Company by any  Member at least  seven
                  days before the Annual General Meeting of intention to propose
                  a resolution  that some other person be appointed in his place
                  and such resolution is duly passed as an ordinary resolution.

         7. It shall not be required  for a Director  to hold any  qualification
shares. Residence in Hong Kong shall not be a requisite qualification.

         8.  Unless  otherwise  determined  by the  Directors,  the  quorum of a
Directors'  Meeting shall be two Directors  personally present or represented by
their substitutes appointed under Articles 11 hereof.

         9. A  resolution  in writing  signed by all the  directors  shall be as
valid and  effectual  as if it had been  passed at a meeting of  directors  duly
called and constituted.

         10. The office of a Director shall be vacated if the Director:

         (a)      Resigns his office by notice in writing to the Company; or

         (b)      Becomes  bankrupt or makes any arrangement  with his creditors
                  generally; or

         (c)      Becomes of unsound mind.

         11.  Subject to the  approval of the Board,  a Director may appoint any
person to act for him as a  substitute  Director  during his  absence,  and such
appointment  shall have effect and such  appointee  whilst he holds  office as a
substitute Director shall be entitled to notice of meetings of Directors, and to
attend and vote thereat accordingly; but he shall not require any qualification,
and he shall ipso facto vacate office if and when the appointor  returns to Hong
Kong or vacates office as a Director,  or removes the appointee from office, and
any  appointment  and removal  under this Clause  shall be effected by notice in
writing under the hand of the Director making the same.

         12. Any  causal  vacancy  occurring  in the Board of  directors  may be
filled up by the Directors.

         13. The Directors  shall have power at any time, and from time to time,
to appoint a person as an additional Director.

         14. The Company may by a special resolution remove any Director and may
by an ordinary resolution appoint another person in his stead, provided that the
minimum number of Directors shall not, in any circumstances, be less than two.

         15. Any  Director may be employed by or hold any office of profit under
the  Company,  except  that of  Auditors  of the  company,  and  may act  either
personally  or as a member of a firm or render any  professional  service to the
Company,  and may receive remuneration from the Company for so doing in addition
to any remuneration payable to him as a Director.



                                       4
<PAGE>

                               GENERAL MANAGEMENT

         16.  The  Board of  Directors  shall  be  entrusted  with  the  general
management  and carrying on of the business of the Company,  and shall have full
power  to do all such  acts  and  things  and  enter  into  such  contracts  and
engagements  on behalf of the Company as he may consider  necessary or desirable
and may also appoint and remove or suspend any  officers,  clerks,  accountants,
agents, servants and other employees.

                               POWERS OF DIRECTORS

         17. The Directors,  in addition to the powers and  authorities by these
Articles or  otherwise  expressly  conferred  upon them,  may  exercise all such
powers  and do all  such  acts and  things  as may be  exercised  or done by the
Company  in  General  Meeting  subject  nevertheless  to the  provisions  of the
Companies  Ordinance,  (Chapter 32), to these  Articles,  and to any regulations
from time to time made by the  Company  in  General  Meeting,  provided  that no
regulation so made shall  invalidate any prior act of the Directors  which would
have been valid if such regulation had not been made.

         18.  Without  prejudice  to the general  powers  conferred  by the last
preceding Article and the other powers conferred by these Articles, it is hereby
expressly  declared that the Directors shall have the following powers,  that is
to say, power:

         (a)      To  pay  the  costs,  charges  and  expenses  preliminary  and
                  incidental  to the  promotion,  formation,  establishment  and
                  registration of the Company.

         (b)      To  purchase or  otherwise  acquire for the Company or sell or
                  otherwise dispose of any property,  rights or privileges which
                  the  company  is  authorized  to  acquire  at such  price  and
                  generally  on such terms and  conditions  as they shall  think
                  fit.

         (c)      To engage,  dismiss, and fix the salaries or emoluments of the
                  employees of the Company.

         (d)      To institute, conduct, defend, compromise or abandon any legal
                  proceedings  by or against  the  Company or its  officers,  or
                  otherwise  concerning the affairs of the Company,  and also to
                  compound  and allow time for  payment or  satisfaction  of any
                  debts due to and of any claims or  demands  by or against  the
                  Company.

         (e)      To refer any claims or demands  by or against  the  Company to
                  arbitration and observe and perform the awards.

         (f)      To make and give receipts,  releases, and other discharges for
                  money  payable to the  Company,  and for claims and demands of
                  the Company.

         (g)      To invest,  lend or  otherwise  deal with any of the moneys or
                  property  of the  Company  in such  manner as they  think fit,
                  having regard to the Company's  Memorandum of Association  and
                  from time to time to vary or realize any such investment.

         (h)      To borrow money, arrange for banking facilities,  on behalf of
                  the Company, and to pledge, mortgage or hypothecate any of the
                  property of the Company.

         (i)      To open a current  account with themselves for the Company and
                  to advance any money to the Company  with or without  interest
                  and upon such terms and conditions as they shall think fit.




                                       5
<PAGE>



         (j)      To enter into all such negotiations and contracts, and rescind
                  and vary all such contracts, and execute and do all such acts,
                  deeds and  things in the name and on behalf of the  Company as
                  they may consider expedient for, or in relation to, any of the
                  matters  aforesaid,  or  otherwise  for  the  purpose  of  the
                  Company.

         (k)      To give to any Director,  officer or other person  employed by
                  the  Company a  commission  on the  profits of any  particular
                  business or transaction,  and such commission shall be treated
                  as part of the  working  expenses of the  Company,  and to pay
                  commissions  and make  allowance  (either by way of a share in
                  the  general  profits  of the  Company  or  otherwise)  to any
                  persons  introducing  business  to the  Company  or  otherwise
                  promoting or serving the interest thereof.

         (l)      To sell, improve,  manage,  exchange,  lease, let, mortgage or
                  turn to account all or any part of the land, property,  rights
                  and privileges of the Company.

         (m)      To employ,  invest or otherwise  deal with any reserve Fund or
                  Reserve  Funds in such  manner  and for such  purposes  as the
                  Directors may think fit.

         (n)      To  execute,  in the name and on  behalf  of the  Company,  in
                  favour of any  Director  or other  person  who may incur or be
                  about to incur any personal  liability  for the benefit of the
                  Company,  such mortgages of the Company's property (present or
                  future) as they think fit,  and any  mortgages  may  contain a
                  power of sale and such other powers  covenants and  provisions
                  as shall be agreed upon.

         (o)      From time to time to provide for the management of the affairs
                  of the Company abroad in such manner as they think fit, and in
                  particular  to  appoint  any  persons to be the  Attorneys  or
                  agents of the  Company  with such powers  (including  power to
                  subdelegate) and upon such terms as they think fit.

         (p)      From time to time to make,  vary or repeal  rules and  by-laws
                  for  the  regulation  of  the  business  of the  Company,  its
                  officers and servants.

         (q)      To delegate any or all of the powers herein to any Director or
                  other person or persons as the Directors may at any time think
                  fit.

                                SEAL AND CHEQUES

         19. The Seal of the Company  shall be kept by the  Directors  and shall
not be used except with their authority.

         20.  Unless  otherwise  determined  by the  Directors,  every  document
required  to be  sealed  with the Seal of the  Company  shall  be  deemed  to be
properly  executed  if sealed  with the Seal of the  Company  and signed by such
person or persons as the Board of Directors shall from time to time appoint.

         21.  All  cheques,  bills  or  exchange,  promissory  notes  and  other
negotiable instruments issued or required to be signed,  endorsed or accepted or
otherwise negotiated by the Company shall be signed by such person or persons as
the Board of Directors shall from time to time appoint.

                                GENERAL MEETINGS

         22. For all purposes,  the quorum for all general meetings shall be two
members  personally  present or by proxy and no business  shall be transacted at
any general meeting unless the requisite  quorum be present at the  commencement
of the business.



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<PAGE>

         23. A resolution in writing signed by all the shareholders  shall be as
valid and  effectual as a resolution  passed at a general  meeting duly convened
and held.

                                VOTES OF MEMBERS

         24. Unless a poll is demanded,  all voting of members in respect of any
matter or matters  shall be by show of hands,  and in the case of a poll,  every
member shall have one vote for each share of which he is the holder.

                               DIVISION OF PROFITS

         25. The net  profits of the Company in each year shall be applied in or
towards  the  formation  of such  reserve  fund or funds and in or  towards  the
payment of such  dividends and bonuses as the Directors  subject to the approval
of the Company in General Meeting may decide.

         26. No  dividend  shall be  payable  except  out of the  profits of the
Company, and no dividend shall carry interest as against the Company.

         27. A  transfer  of shares  shall  not pass the  right to any  dividend
declared thereon before the registration of the transfer.

         28. If two or more  persons  are  registered  as joint  holders  of any
share,  any one of such persons may give effectual  receipts for any dividend or
for other moneys payable in respect of such share.

         29. The  Directors  may retain any  interest or  dividends on which the
Company  has a lien,  and may apply the same in or towards  satisfaction  of the
debts, liabilities or engagements in respect of which the lien exists.

         30. All dividends unclaimed for one year after having been declared may
be invested or  otherwise  made use of by the  Directors  for the benefit of the
Company until claimed.

                                     NOTICES

         31. All notices  required to be given to the  shareholders  under these
Articles must be in the Chinese or English language or both.

                                    SECRETARY

         32. The first Secretary of the Company shall be Regent  Secretarial and
Tax  Consultants  Limited who may resign from this office upon giving  notice to
the Company of such  intention and such  resignation  shall take effect upon the
expiration of the period specified in such notice or its earlier acceptance.



                                       7
<PAGE>

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Names, Addresses and Descriptions of Subscribers

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(Sd.) Chang Yu
Room 808, 8F., Tung Ying Building,
100 Nathan Road, Tsim Sha Tsui,
Kowloon, Hong Kong.
Merchant


(Sd.) Teng Xiao Yong
Room 808, 8F., Tung Ying Building,
100 Nathan Road, Tsim Sha Tsui,
Kowloon, Hong Kong.
Merchant


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Dated the 21st day of October 2003.

WITNESS to the above signatures

                                                     (Sd.) Mr. Chan Kam Ki
                                                       Company Secretary
                                              Room 808, 8F., Tung Ying Building,
                                                100 Nathan Road, Tsim Sha Tsui,
                                                      Kowloon, Hong Kong.















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