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|Rule 13a-14(a)/15d-14(a)
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|CERTIFICATIONS          

I, Chen Han Xiang, Chief Technology Officer and director of THE
  MEDICAL EXCHANGE INC., certify that:

|1. | I have reviewed this annual report on Form 10-QSB of
        THE MEDICAL EXCHANGE INC.;                                                                                                                                                                                                                                                                                        
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|   |                                                                                                                                                                                                                                                                                                                                                                                
|2. | Based on my knowledge, this report does not contain
        any untrue statement of a material fact or to state a material fact necessary
        to make the statements made, in light of the circumstances which such
        statements were made, not misleading with respect to the period covered
        by this report;                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                
|3. | Based on my knowledge, the financial statements, and
        other financial information included in report, fairly present in all
        material respects the financial condition, results of operations and flows
        of the small business issuer as of, and for, the periods presented in
        this report;                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                
|4. | The small business issuers other certifying officer(s)
        and I are responsible for establishing maintaining disclosure controls
        and procedures (as defined in Exchange Act Rules 13a-15e and 15(e)) and
        internal control over financial reporting (as defined in Exchange Act
        Rules 13a-15(f) 15d-15(f)) for the small business issuer and have:
|   |                                                                                                                                                                                                                                                                                                                                                                                

| | (a) | Designed such disclosure controls and procedures, or
        caused such disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the small
        business issuer, including its consolidated subsidiaries, is made known
        to us by others within those entities, particularly during the period
        in which this report is being prepared;                                                  
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | Designed such internal control over financial reporting,
        or caused such internal control over financial reporting to be designed
        under our supervision, to provide reasonable assurance regarding the reliability
        of financial reporting and the preparation of financial statements for
        external purposes in accordance with generally accepted accounting principles;                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | Evaluated the effectiveness of the small business issuer's
        disclosure controls and procedures and presented in this report our conclusions
        about the effectiveness of the disclosure controls and procedures, as
        of the end of the period covered by this report based on such evaluation;
        and                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | Disclosed in this report any change in the small business
        issuers internal control over financial reporting that occurred
        during the small business issuers most recent fiscal quarter (the
        small business issuers fourth fiscal quarter in the case of an annual
        report) that has materially affected, or is reasonably likely to materially
        affect, the small business issuers internal control over financial
        reporting; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|5. | The small business issuers other certifying
        officer(s) and I have disclosed, based on our most recent evaluation of
        internal control over financial reporting, to the small business issuers
        auditors and the audit committee of the small business issuer's board
        of directors (or persons performing the equivalent functions):
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|   |                                                                                                                                                                                                                                                                                                                                                                    
|   | (a)                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                    
|   | (b)                                                                                                                                                                                                                                                                                                                                                                

Date: May 15, 2006

By:    /s/ Chen Han
  Xiang
         Chen Han Xiang
         Vice-President and a member of the Board
  of 
         Directors

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