Exhibit
10.23

     

    Summary
of  Amended and Restated Articles of Association

    Guanke
(Fujian) Electron Technological Industry Co., Ltd.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Effective

                                                	 	
                                                  March
      2009

                                                
	 	 	 
	
                                                  Total
      Investment

                                                	 	
                                                  The
      total investment in the Company is $20 million U.S. Dollars. The
      registered capital of the Company is $11.88 million U.S.
      Dollars.

                                                
	 	 	 
	
                                                  Governmental
      Approval

                                                	 	
                                                  The
      increase or decrease of the Company’s registered capital, transfer of
      interest in the Company, spin-off of the Company, merger or any other
      significant change in the capital of the Company shall be approved by the
      governmental authority and shall follow the registration procedures
      provided by the local State Industrial and Administrative
      authority.

                                                
	 	 	 
	      
                                                  Board
      of Directors

                                                	 	      
                                                  ·    The Board of Directors shall be
      established on the date on which the business license of the Company is
      effective.

                                                
	 	 	 
	 	 	      
                                                  ·    The Board of Directors shall
      consist of three directors.  The directors shall be appointed by
      shareholders.  One member of the Board shall be designated as
      the Chairman of the Board.  The Chairman shall be the legal
      representative of the Company. 

                                                
	 	 	 
	 	 	      
                                                  ·    The directors shall serve a
      term of three years and may be re-appointed to serve consecutive terms by
      the shareholders.

                                                
	 	 	 
	 	 	      
                                                  ·    Detailed written minutes
      shall be prepared for each Board meeting.  The minutes shall be
      signed by all the directors or their proxies present at the Board
      meeting.  Each Director shall have one (1)
      vote.

                                                
	 	 	 
	 	 	      
                                                  ·    The Board of Directors shall be responsible to the
      shareholders, and exercise the following functions and
      powers:

                                                
	
                                                	 	
                                                  -     
      to call a shareholders meeting, to report its work to
      shareholders;

                                                  -     
      to implement the decisions of the shareholders;

                                                  -     
      to decide on business plans and strategies of the Company;

                                                  -     
      to approve the Company’s annual financial budgets and final
      accounts;

                                                  -     
      to approve the Company’s plans for profits and losses
      distribution;

                                                  -     
      to approve plans for the Company’s increase or reduction of the registered
      capital or for the issuance of corporate bonds;

                                                  -     
      to formulate plans for the merger, division, liquidation, dissolution or
      change of form of the
Company;

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	 	 	
              
                -     
      to decide on the appointment, removal and remuneration of the Company’s
      general manager, and based on the general manager’s nomination, decide on
      the appointment and dismissal and remuneration of the Company’s vice
      general manager and the chief financial officer;

              

              -     
      to oversee the internal management system of the
      Company;

              -     
      to design the Company’s rules and regulations; and

              -     
      to decide on other matters as stipulated in this articles of
      association.

            
	 	 	 
	 	 	
              ·    The Board shall convene at
      least once every year.  Upon a written proposal by at least one
      (1) director specifying the matters to be discussed, an interim
      meeting may be called.  A quorum for a meeting of the Board and
      an interim meeting shall be two (2) members of the
    Board.

            
	 	 	 
	
              Supervisor

            	 	
              The
      Company shall have one Supervisor appointed by the shareholders. The term
      of the Supervisor shall be three (3) years, and may continue upon
      reappointment by the shareholders. The supervisor shall not be a director
      or senior manager of the Company.

            
	 	 	 
	
              General
      Manager

            	 	
              The
      Company shall have a general manager and one deputy general manager. The
      deputy general manager position is temporarily vacant. Both the general
      manager and deputy general manager will be appointed by the Board. The general manager shall be accountable to the
      Board directly. He or she shall be in charge of the day to day operation
      and management of the Company in accordance with the Articles of
      Association and the resolutions of the Board. The terms of the general
      manager and deputy general manager shall be three (3) years. They shall
      continue to serve upon reappointment by the Board.

            
	 	 	 
	
              Fiscal
      Year

            	 	
              January
      1 to December 31

            
	 	 	 
	
              Distribution
      of Profits

            	 	
              The
      Company shall allocate reserve funds, bonuses and welfare funds for
      employees according to relevant China laws and regulations after it has
      paid income taxes and made up any losses incurred in previous years. The
      amount allocated to the reserve fund shall not be lower than 10 percent of
      the Company’s after-tax profits.  When the reserved funds are equal
      to 50 percent of the registered capital, such allocation of the reserved
      funds may be stopped.  The amount allocated to each fund should
      be decided by the Board in reference to the business situation of the
      Company and the applicable legal requirements.

            
	 	 	 
	
              Amendment
      to the Articles of Association

            	 	
              Revisions
      to these Articles of Association shall be approved by a resolution of the
      Board and shall be submitted to the government for
    approval.