AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              CHINA AUTOPARTS, INC.

      China Autoparts, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),

      DOES HEREBY CERTIFY:

      FIRST: That the name of the Corporation is China Autoparts, Inc. The
Corporation was originally incorporated under the name of Talram Corporation;
and the original Certificate of Incorporation and the Certificate of Amendment
of the Certificate of Incorporation of the Corporation were filed with the
Secretary of State of the State of Delaware on May 1, 2001 and May 12, 2004,
respectively.

      SECOND: That by unanimous written consent of the Board of Directors of the
Corporation, filed with the minutes of the Corporation filed with the minutes of
the Corporation, resolutions were duly adopted setting forth the proposed
amendment and restatement of the Amended and Restated Certificate of
Incorporation of the Corporation and declaring said amendment and restatement to
be advisable. The resolution setting forth the proposed amendment and
restatement is as follows:

            RESOLVED, that the Amended and Restated Certificate of Incorporation
            of the Corporation be, and it hereby is, amended and restated in its
            entirety to read as set forth in the attached Amended and Restated
            Certificate of Incorporation.

      THIRD: That thereafter, pursuant to resolution of its Board of Directors,
the stockholders of the Corporation took action by executing a written consent
in lieu of a meeting in accordance with Section 228 of the General Corporation
Law of the State of Delaware to approve such amendment and restatement. The
holders of a majority of the outstanding stock entitled to consent thereto have
granted written consent with respect to such stock in favor of said amendment
and restatement.

      FOURTH: That said amendment and restatement was duly adopted in accordance
with the provisions of Sections 242 and 245 of the General Corporation Law of
the State of Delaware. This Amended and Restated Certificate of Incorporation
amends and restates the provisions of the Certificate of Incorporation of the
Corporation.


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<PAGE>

      IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by its duly authorized officer, this
21 day of January, 2005.



                                                     China Autoparts, Inc.

                                                     By:  /s/ Li Yungao
                                                          ----------------
                                                     Name:  Li Yungao
                                                     Title: Chairman & CEO


                                       2
<PAGE>

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              CHINA AUTOPARTS, INC.

                                   ARTICLE I.

      The name of the Corporation is China Autoparts, Inc. (the "Corporation").

                                  ARTICLE II.

      The address of the registered office of the Corporation in the State of
Delaware is 874 Walker Road, Suite C, in the City of Dover, County of Kent. The
name of its registered agent at such address is United Corporation Services,
Inc..

                                  ARTICLE III.

      The nature of the business of the Corporation and the objects or purposes
to be transacted, promoted or carried on by it are to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "General Corporation Law").

                                  ARTICLE IV.

      A. Classes of Stock. The Corporation is authorized to issue two classes of
stock to be designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares that the Corporation is authorized to issue is twenty-six
million sixty thousand six hundred seven (26,060,607) shares. Twenty million
(20,000,000) shares shall be Common Stock each with a par value of $0.0001 per
share and sixty thousand six hundred seven (6,060,607) shares shall be Preferred
Stock, each with a par value of $0.0001 per share. The number of authorized
shares of Common Stock may be increased or decreased (but not below the number
of shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the stock of Series A Preferred Stock voting separately in a single
class in accordance with Section IV(B)(6)(a) hereof.

      B. Rights, Preferences and Restrictions of Preferred Stock. The Preferred
Stock authorized by this Amended and Restated Certificate of Incorporation may
be issued from time to time in one or more series. The rights, preferences,
privileges, and restrictions granted to and imposed on the Series A Preferred
Stock, which series shall consist of six million sixty thousand six hundred
seven (6,060,607) shares (the "Series A Preferred Stock"), are as set forth
below in this Section IV(B). Subject to compliance with applicable protective
voting rights which have been or may be granted to the Preferred Stock or series
thereof in Certificates of Designation or the Corporation's Amended and Restated
Certificate of Incorporation ("Protective Provisions"), the Board of Directors
is hereby authorized to fix and determine or alter the powers, designations,
preferences and relative, participating, optional or other rights, if any, or
the qualifications, limitations or restrictions granted to or imposed upon and
other matters relating to unissued series of Preferred Stock, and the number of
shares constituting any such series and the designation thereof, or of any of


                                       1
<PAGE>

them. Subject to compliance with applicable Protective Provisions, the powers,
designations, preferences and relative, participating, optional or other rights,
if any, or the qualifications, limitations or restrictions of any such
additional series may be subordinated to, pari passu with (including, without
limitation, inclusion in provisions with respect to liquidation and acquisition
preferences, redemption and/or approval of matters by vote or written consent),
or senior to any of those of any present or future class or series of Preferred
Stock. Subject to compliance with applicable Protective Provisions, the Board of
Directors is also authorized to increase or decrease the number of shares of any
series, prior or subsequent to the issue of that series, but not below the
number of shares of such series then outstanding. In case the number of shares
of any series shall be so decreased, the shares constituting such decrease shall
resume the status which they had prior to the adoption of the resolution
originally fixing the number of shares of such series.

      1. Dividend Provisions of Series A Preferred Stock.

            (a) The holders of shares of Series A Preferred Stock shall be
entitled to receive dividends, on a pari passu basis, out of any assets legally
available therefor, prior and in preference to any declaration or payment of any
dividend (payable other than in Common Stock or other securities and rights
convertible into or entitling the holder thereof to receive, directly or
indirectly, additional shares of Common Stock of the Corporation) on the Common
Stock of the Corporation, at the rate of eight percent (8%) of the Original
Series A Issue Price (as defined below) per share per annum for the Series A
Preferred Stock (as adjusted for any stock splits, stock dividends,
combinations, recapitalizations or the like (collectively,
"Recapitalizations")), payable within thirty (30) days of the first day of each
fiscal year. Such dividends shall accrue on each share from the date of
issuance, and shall accrue from day to day, whether or not earned or declared.
Such dividends shall be cumulative so that, if such dividends in respect of any
previous or current annual dividend period, at the annual rate specified above,
shall not have been paid the deficiency shall first be fully paid before any
dividend or other distribution shall be paid on or declared and set apart for
the Common Stock. Any accumulation of dividends on the Series A Preferred Stock
shall not bear interest. Cumulative dividends with respect to a share of Series
A Preferred Stock which are accrued, payable and/or in arrears shall, upon
conversion of such share to Common Stock, subject to the rights of series of
Preferred Stock which may from time to time come into existence, be paid to the
extent assets are legally available therefor and any amounts for which assets
are not legally available shall be paid promptly as assets become legally
available therefor. Any partial payment shall be made ratably among the holders
of Series A Preferred Stock in proportion to the payment each such holder would
receive if the full amount of such dividends were paid.

            (b) After payment of any dividends pursuant to Sections IV(B)(1)(a),
any additional dividends shall be distributed among all holders of Common Stock
and all holders of Series A Preferred Stock in proportion to the number of
shares of Common Stock which would be held by each such holder if all shares of
Series A Preferred Stock were converted to Common Stock at the then effective
conversion rate for such Series A Preferred Stock.

      2. Liquidation Preference.

            (a) In the event of any liquidation, dissolution or winding up of
the Corporation, either voluntary or involuntary, the holders of Series A
Preferred Stock shall be entitled to receive, prior and in preference to any


                                       2
<PAGE>

distribution of any of the assets of the Corporation to the holders of Common
Stock by reason of their ownership thereof, for the Series A Preferred Stock, an
amount per share equal to the sum of (A) $1.65 (the "Original Series A Issue
Price") for each outstanding share of Series A Preferred Stock and (B) an amount
equal to all declared but unpaid dividends on such share (subject to adjustment
for Recapitalizations). If upon the occurrence of such event, the assets and
funds thus distributed among the holders of the Series A Preferred Stock shall
be insufficient to permit the payment to such holders of the full aforesaid
preferential amounts, then the entire assets and funds of the Corporation
legally available for distribution to stockholders shall be distributed ratably
among the holders of the Series A Preferred Stock in proportion to the full
preferential amount each such holder is otherwise entitled to receive under this
Section IV(B)(2)(a).

            (b) Upon completion of the distributions required by Section
IV(B)(2)(a), all of the remaining assets of the Corporation available for
distribution to stockholders shall be distributed among the holders of Series A
Preferred Stock and Common Stock pro rata based on the number of shares of
Common Stock held by each (assuming full conversion of all such Series A
Preferred Stock).

            (c) (i) For purposes of this Section IV(B)(2), a liquidation,
dissolution or winding up of the Corporation shall be deemed to be occasioned
by, or to include (unless the holders of at least a majority of the voting power
of the Series A Preferred Stock then outstanding, voting together as a single
class, with voting rights determined in accordance with Section IV(B)(6), shall
determine otherwise), (A) the acquisition of the Corporation by another entity
by means of any reorganization, merger or consolidation (but excluding any
reorganization, merger or consolidation effected exclusively for the purpose of
changing the domicile of the Corporation), or any other transaction or series of
related transactions in which the Corporation's stockholders of record as
constituted immediately prior to such transaction or series of related
transactions will, immediately after such reorganization, merger or
consolidation or other transaction or series of related transactions (by virtue
of securities issued in such transaction or series of related transactions) fail
to hold at least 50% of the voting power of the resulting or surviving
corporation following such reorganization, merger or consolidation or other
transaction or series of related transactions; or (B) a sale of all or
substantially all of the assets of the Corporation.

                  (ii) In any of such events, if the consideration received by
the Corporation is other than cash, its value will be deemed its fair market
value as determined in good faith by the Board of Directors of the Corporation.
Any securities shall be valued as follows:

                  (A) The value of securities not subject to investment letter
or other similar restrictions on free marketability (other than restrictions
arising solely by virtue of a stockholder's status as an affiliate or former
affiliate) shall be:

                  (1) if traded on a securities exchange or through the Nasdaq
National Market, the value shall be deemed to be the average of the closing
prices of the securities on such exchange or system over the thirty (30) day
period (or portion thereof) ending three (3) days prior to the closing;


                                       3
<PAGE>

                  (2) if actively traded over-the-counter, the value shall be
deemed to be the average of the closing bid or sale prices (whichever is
applicable) over the thirty (30) day period (or portion thereof) ending three
(3) days prior to the closing; and

                  (3) if there is no active public market, the value shall be
the fair market value thereof, as determined by the an accounting firm
registered with the Public Company Accounting Oversight Board, selected by the
Company and reasonably acceptable to holders of the Series A Preferred Stock
(the "Accountant") or any other independent valuer as appointed by the holders
of the Series A Preferred Stock.

            (B) The method of valuation of securities subject to investment
letter or other restrictions on free marketability (other than restrictions
arising solely by virtue of a stockholder's status as an affiliate or former
affiliate) shall be to make an appropriate discount from the value determined as
above in Section IV(B)(2)(c)(ii)(A) to reflect the approximate fair market value
thereof, as determined by the Board of Directors including the members thereof
elected by the holders of the Series A Preferred Stock pursuant to Section
IV(B)(5)(b).

            (iii) In the event the requirements of this Section IV(B)(2)(c) are
not complied with, the Corporation shall forthwith either:

            (A) cause the closing for such transactions to be postponed until
such time as the requirements of this Section IV(B)(2)(c) have been complied
with; or

            (B) cancel such transaction, in which event the rights, preferences
and privileges of the holders of the Series A Preferred Stock shall revert to
and be the same as such rights, preferences and privileges existing immediately
prior to the date of the first notice referred to in Section IV(B)(2)(c)(iv)
hereof.

            (iv) The Corporation shall give each holder of record of Series A
Preferred Stock written notice of such impending transaction not later than
twenty (20) days prior to the stockholders' meeting called to approve such
transaction, or twenty (20) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such transaction. The first of such notices shall describe the
material terms and conditions of the impending transaction and the provisions of
this Section IV(B)(2), and the Corporation shall thereafter give such holders
prompt notice of any material changes. The transaction shall in no event take
place sooner than twenty (20) days after the Corporation has given the first
notice provided for herein or sooner than ten (10) days after the Corporation
has given notice of any material changes provided for herein; provided, however,
that such periods may be shortened upon the written consent of the holders of
Preferred Stock that are entitled to such notice rights or similar notice rights
and that represent at least a majority of the voting power of all then
outstanding shares of such Preferred Stock.

      3. Redemption of Series A Preferred Stock. Neither the Corporation nor the
holders of Series A Preferred Stock shall have the unilateral right to call or
redeem or cause to have called or redeemed any shares of the Series A Preferred
Stock.


                                       4
<PAGE>

      4. Conversion of Series A Preferred Stock. The holders of the Series A
Preferred Stock shall have conversion rights as follows (the "Conversion
Rights"):

            (a) Right to Convert. Each share of Series A Preferred Stock shall
be convertible, at the option of the holder thereof, at any time after the date
of issuance of such share at the office of the Corporation or any transfer agent
for such stock, into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing the Original Issue Price for Series A
Preferred Stock by the Conversion Price applicable to Series A Preferred Stock,
determined as hereafter provided, in effect on the date the certificate is
surrendered for conversion. The initial Conversion Price per share for shares of
Series A Preferred Stock shall be the Original Series A Issue Price, provided,
however, that the Conversion Price for the Series A Preferred Stock shall be
subject to adjustment as set forth in Section IV(B)(4)(d).

            (b) Automatic Conversion. Each share of Series A Preferred Stock
shall automatically be converted into shares of Common Stock at the Conversion
Price at the time in effect for Series A Preferred Stock immediately upon the
earlier of (i) except as provided in Section IV(B)(4)(c), the Corporation's sale
of its Common Stock in a firm commitment underwritten public offering pursuant
to a registration statement under the Securities Act of 1933, as amended (the
"Act") with net proceeds to the Corporation of at least $20,000,000 in the
aggregate or (ii) the date specified by written consent or agreement of the
holders of at least a majority of the then outstanding shares of Preferred Stock
voting together as a single class with voting power determined as provided in
Section IV(B)(5) below. In addition, each share of Series A Preferred Stock
shall automatically be converted into shares of Common Stock at the Conversion
Price at the time in effect for such Series A Preferred Stock immediately prior
to the occurrence of any event described in Section IV(B)(2) as a result of
which the aggregate distributions to a holder of Common Stock issued upon
conversion of a share of Series A Preferred Stock would exceed the aggregate
distributions to the holder of such Series A Preferred Stock if not otherwise
converted, and the holders of such shares shall not be entitled to receive any
distribution that would otherwise be made to holders of Series A Preferred Stock
that have not been converted into shares of Common Stock.

            (c) Mechanics of Conversion. Before any holder of Series A Preferred
Stock shall be entitled to convert the same into shares of Common Stock, he, she
or it shall surrender the certificate or certificates therefor, duly endorsed,
at the office of the Corporation or of any transfer agent for the Series A
Preferred Stock, and shall give written notice to the Corporation at its
principal corporate office, of the election to convert the same and shall state
therein the name or names in which the certificate or certificates for shares of
Common Stock are to be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Series A
Preferred Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Series A Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock as of such date. If the conversion is in connection with an


                                       5
<PAGE>

underwritten offering of securities registered pursuant to the Act, the
conversion may, at the option of any holder tendering Series A Preferred Stock
for conversion, be conditioned upon the closing with the underwriters of the
sale of securities pursuant to such offering, in which event the persons
entitled to receive the Common Stock upon conversion of the Series A Preferred
Stock shall not be deemed to have converted such Series A Preferred Stock until
immediately prior to the closing of such sale of securities.

            (d) Conversion Price Adjustments of Preferred Stock. The Conversion
Prices of the Series A Preferred Stock shall be subject to adjustment from time
to time as follows:

                  (i) If the Corporation shall issue, after the date upon which
any shares of Series A Preferred Stock were first issued (the "Purchase Date"),
any Additional Stock (as defined below) without consideration or for a
consideration per share less than the Conversion Price for the Series A
Preferred Stock in effect immediately prior to the issuance of such Additional
Stock, the Conversion Price for the Series A Preferred Stock in effect
immediately prior to each such issuance shall forthwith (except as otherwise
provided in this Section IV(B)(4)(d)(i)) be adjusted to a price equal to the
price paid per share for such Additional Stock.


                  (A) No adjustment of the Conversion Price for any Series A
Preferred Stock shall be made in an amount less than one cent per share,
provided, however, that any adjustments that are not required to be made by
reason of this sentence shall be carried forward and shall be either taken into
account in any subsequent adjustment made prior to three (3) years from the date
of the event giving rise to the adjustment being carried forward, or shall be
made at the end of three (3) years from the date of the event giving rise to the
adjustment being carried forward. Except to the limited extent provided for in
Sections IV (B)(4)(d)(i)(D) (3), IV(B)(4)(d)(i)(D)(4) and IV(B)(4)(d)(iv), no
adjustment of such Conversion Price pursuant to this Section IV(B)(4)(d)(i)
shall have the effect of increasing the Conversion Price above the Conversion
Price in effect immediately prior to such adjustment.

                  (B) In the case of the issuance of Additional Stock for cash,
the consideration shall be deemed to be the amount of cash paid therefor before
deducting any reasonable discounts, commissions or other expenses allowed, paid
or incurred by the Corporation for any underwriting or otherwise in connection
with the issuance and sale thereof.

                  (C) In the case of the issuance of the Additional Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair value thereof as determined by the
Accountant or any independent valuer as appointed by the holders of Series A
Preferred Stock irrespective of any accounting treatment.

                  (D) In the case of the issuance (whether before, on or after
the applicable Purchase Date) of options to purchase or rights to subscribe for
Common Stock, securities by their terms convertible into or exchangeable for
Common Stock or options to purchase or rights to subscribe for such convertible
or exchangeable securities, the following provisions shall apply for all
purposes of this Section IV(B)(4)(d)(i) and Section IV(B)(4)(d)(ii):


                                       6
<PAGE>

                  (1) Shares of Common Stock deliverable upon exercise (to the
extent then exercisable) of such options to purchase or rights to subscribe for
Common Stock shall be deemed to have been issued at the time such options or
rights were issued for a consideration equal to the consideration (determined in
the manner provided in Sections IV(B)(4)(d)(i)(B) and IV(B)(4)(d)(i)(C)), if
any, received by this Corporation upon the issuance of such options or rights
plus the minimum exercise price provided in such options or rights (without
taking into account potential antidilution adjustments) for the Common Stock
covered thereby.

                  (2) Shares of Common Stock deliverable upon conversion of, or
in exchange for any such convertible or exchangeable securities or upon the
exercise of options to purchase or rights to subscribe for such convertible or
exchangeable securities and subsequent conversion or exchange thereof shall be
deemed to have been issued at the time such securities were issued or such
options or rights were issued for a consideration equal to the consideration, if
any, received by this Corporation for any such securities and related options or
rights (excluding any cash received on account of accrued interest or accrued
dividends), plus the minimum additional consideration, if any, to be received by
this Corporation (without taking into account potential antidilution
adjustments) upon the conversion or exchange of such securities or the exercise
of any related options or rights (the consideration in each case to be
determined in the manner provided in Sections IV(B)(4)(d)(i)(B) and
IV(B)(4)(d)(i)(C)).

                  (3) In the event of any change in the consideration payable to
this Corporation upon exercise of such options or rights or upon conversion of
or in exchange for such convertible or exchangeable securities, including, but
not limited to, a change resulting from the antidilution provisions thereof, the
Conversion Price of the Series A Preferred Stock, to the extent in any way
affected by or computed using such options, rights or securities, shall be
recomputed to reflect such change, but no further adjustment shall be made for
the actual issuance of Common Stock or any payment of such consideration upon
the exercise of any such options or rights or the conversion or exchange of such
securities.

                  (4) Upon the expiration of all such options or rights, the
termination of all such rights to convert or exchange or the expiration of any
options or rights related to such convertible or exchangeable securities,
without in each case any shares of Common Stock having been issued upon exercise
of such options or rights or upon conversion or exchange of such securities, the
Conversion Price of the Series A Preferred Stock, to the extent in any way
affected by or computed using such options, rights or securities or options or
rights related to such securities, shall be recomputed to reflect that none of
such options or rights had ever been issued.



                  (ii) "Additional Stock" shall mean any shares of Common Stock
issued by the Corporation after the applicable Purchase Date other than:

                  (A) shares of Common Stock issued pursuant to a transaction
described in Section IV(B)(4)(d)(iii) hereof;


                                       7
<PAGE>

                  (B) shares of Common Stock issued or deemed issued to
employees or pursuant to a stock option plan or restricted stock purchase plan
approved by the stockholders and Board of Directors of the Corporation;

                  (C) shares of Common Stock issued or issuable (I) in a bona
fide, firmly underwritten public offering under the Act before which or in
connection with which all outstanding shares of Preferred Stock will be
automatically converted to Common Stock, or (II) upon exercise of warrants or
rights granted to underwriters in connection with such a public offering;

                  (D) shares of Common Stock issued pursuant to the conversion
or exercise of convertible or exercisable securities outstanding as of the date
hereof or subsequently issued pursuant to this Section IV(B)(4)(d)(ii); or

                  (E) shares of Common Stock issued or issuable upon conversion
of up to 6,060,607 shares of Series A Preferred Stock.

            (iii) In the event the Corporation should at any time or from time
to time after the applicable Purchase Date fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the determination of holders of Common Stock entitled to receive a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of Series A Preferred Stock shall be appropriately
decreased so that the number of shares of Common Stock issuable on conversion of
each share of Series A Preferred Stock shall be increased in proportion to such
increase in the aggregate number of shares of Common Stock outstanding and those
issuable with respect to such Common Stock Equivalents.

            (iv) If the number of shares of Common Stock outstanding at any time
after the applicable Purchase Date is decreased by a combination of the
outstanding shares of Common Stock, then, following the record date of such
combination, the Conversion Price for Series A Preferred Stock shall be
appropriately increased so that the number of shares of Common Stock issuable on
conversion of each share of Series A Preferred Stock shall be decreased in
proportion to such decrease in outstanding shares.

      (e) Other Distributions. In the event the Corporation shall declare a
distribution payable in securities of other persons, evidences of indebtedness
issued by the Corporation or other persons, assets (excluding cash dividends) or
options or rights not referred to in Section IV(B)(4)(d)(iii), then, in each
such case for the purpose of this Section IV(B)(4)(e), the holders of Series A
Preferred Stock shall be entitled to a proportionate share of any such
distribution as though they were the holders of the number of shares of Common
Stock of the Corporation into which their shares of Series A Preferred Stock are


                                       8
<PAGE>

convertible as of the record date fixed for the determination of the holders of
Common Stock of the Corporation entitled to receive such distribution.

      (f) Recapitalizations. If at any time or from time to time there shall be
a recapitalization of the Common Stock (other than a subdivision, combination or
merger or sale of assets transaction provided for elsewhere in Section IV(B)(2))
provision shall be made so that the holders of Series A Preferred Stock shall
thereafter be entitled to receive upon conversion of Series A Preferred Stock
the number of shares of stock or other securities or property of the Corporation
or otherwise, to which a holder of the number of shares of Common Stock
deliverable upon conversion of the Series A Preferred Stock held by such holder
would have been entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section
IV(B)(4) with respect to the rights of the holders of Series A Preferred Stock
after the recapitalization to the end that the provisions of this Section
IV(B)(4) (including adjustment of the Conversion Price then in effect and the
number of shares purchasable upon conversion of Series A Preferred Stock) shall
be applicable after that event as nearly equivalent as may be practicable.

      (g) No Impairment. The Corporation will not, by amendment of this Amended
and Restated Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section IV(B)(4) and in the taking of
all such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of Series A Preferred Stock against impairment.

      (h) No Fractional Shares and Certificate as to Adjustments,

            (i) No fractional shares shall be issued upon the conversion of any
share or shares of Series A Preferred Stock. In lieu of any fractional shares to
which the holder would otherwise be entitled, the Corporation shall pay cash
equal to such fraction multiplied by the then fair market value of a share of
Common Stock as determined in good faith by the Board of Directors. The number
of shares of Common Stock to be issued upon such conversion shall be determined
on the basis of the total number of shares of Series A Preferred Stock the
holder is at the time converting into Common Stock and the number of shares of
Common Stock issuable upon such aggregate conversion.

            (ii) Upon the occurrence of each adjustment or readjustment of the
Conversion Price of Series A Preferred Stock pursuant to this Section IV(B)(4),
the Corporation, at its expense, shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Series A Preferred Stock a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Series A Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth (A) such adjustment and
readjustment, (B) the Conversion Price for Series A Preferred Stock at the time


                                       9
<PAGE>

in effect, and (C) the number of shares of Common Stock and the amount, if any,
of other property that at the time would be received upon the conversion of a
share of Series A Preferred Stock.

            (i) Notices of Record Date. In the event of any taking by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, the Corporation
shall mail to each holder of Series A Preferred Stock, at least twenty (20) days
prior to the date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend, distribution or
right, and the amount and character of such dividend, distribution or right.

            (j) Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of Series A Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series A Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of Series A Preferred Stock, in
addition to such other remedies as shall be available to the holder of Series A
Preferred Stock, the Corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation, engaging in best efforts to obtain the
requisite stockholder approval of any necessary amendment to this Amended and
Restated Certificate of Incorporation..

            (k) Notices. Any notice required by the provisions of this Section
IV(B)(4) to be given to the holders of shares of Series A Preferred Stock shall
be deemed given if deposited as first class or air mail (as the case may be),
postage prepaid, and addressed to each holder of record at his address appearing
on the books of the Corporation.

      5. Voting Rights.

            (a) General. The holder of each share of Series A Preferred Stock
shall have the right to one vote for each share of Common Stock into which such
share of Series A Preferred Stock could then be converted. With respect to such
vote and except as otherwise expressly provided herein or as required by
applicable law, such holder shall have full voting rights and powers equal to
the voting rights and powers of the holders of Common Stock, and shall be
entitled, notwithstanding any provision hereof, to notice of any stockholders'
meeting in accordance with the Bylaws of the Corporation, and shall be entitled
to vote, together with holders of Common Stock as a single class, with respect
to any matter upon which holders of Common Stock have the right to vote.
Fractional votes shall not, however, be permitted and any fractional voting
rights available on an as-converted basis (after aggregating all shares into
which shares of Preferred Stock held by each holder could be converted) shall be
rounded to the nearest whole number (with one-half being rounded upward).


                                       10
<PAGE>

            (b) Election of Directors. The board shall consist of five (5)
members, which number of members shall not be changed except pursuant to Section
IV(B)(6)(a)(vii). The holders of shares of Series A Preferred Stock shall be
entitled to appoint and remove (a) three (3) directors, including the chairman
of the board, of each of the Company, Rhohan and the PRC Subsidiary, if and for
so long as the shares of Common Stock and Series A Preferred Stock (on an as
converted to Common Stock basis) held by the holders of shares of Series A
Preferred Stock represent at least 50% of, (b) two (2) directors of each of the
Company, Rhohan and the PRC Subsidiary if and for so long as the shares of
Common Stock and Series A Preferred Stock (on an as converted to Common Stock
basis) held by the holders of shares of Series A Preferred Stock represent at
least 10% but less than 50% of, and (c) one (1) director of each of the Company,
Rhohan and the PRC Subsidiary, if and for so long as the shares of Common Stock
and Series A Preferred Stock (on an as converted to Common Stock basis) held by
the holders of shares of Series A Preferred Stock represent at least 5% but less
than 10% of, the Company's total outstanding shares of Common Stock and Series A
Preferred Stock (on an as converted to Common Stock basis) (excluding shares
issuable upon the exercise of outstanding warrants and opinions, if any). If the
shares of Common Stock and Series A Preferred Stock (on an as converted to
Common Stock basis) held by the holders of shares of Series A Preferred Stock
represent less than 5% of the Company's total outstanding shares of Common Stock
and Series A Preferred Stock (on an as converted to Common Stock basis), the
rights to appoint directors under this Section IV(B)(5)(b) shall cease.

      6. Protective Provisions.

            (a) Acts of a Group Company. In addition to such other limitations
as may be provided hereunder, so long as the shares of Series A Preferred Stock
held by the holders of shares of Series A Preferred Stock represent at least 8%
of the Company's total outstanding shares of Common Stock and Series A Preferred
Stock (on an as converted to Common Stock basis), the Corporation shall not
without first obtaining the approval (by vote or written consent, as provided by
law) of the holders of the then outstanding shares of Series A Preferred Stock:

                  (i) authorize or issue, or obligate itself to issue, any
equity security, including any security convertible into or exercisable for any
other equity security, other than stock options or warrants issued under a plan
approved by the holders of Series A Preferred Stock pursuant to (xvi) below;

                  (ii) increase or decrease the total number of shares
authorized by the Corporation's Amended and Restated Certificate of
Incorporation;

                  (iii) effect any reclassification or recapitalization of the
Common Stock or the Series A Preferred Stock;

                  (iv) declare, set aside or pay any dividends or make any other
distribution of the assets of any Group Company (as defined in (v) below),
including any of the Group Company's capital stock, or directly or indirectly
redeem, purchase or otherwise acquire any such stock of any Group Company or
make allocation of various expenses and other liabilities among the Group
Companies.


                                       11
<PAGE>

                  (v) amend or alter the Corporation's Amended and Restated
Certificate of Incorporation or Bylaws, directly or indirectly, or cause its
wholly-owned subsidiary, Rhohan Holdings Limited ("Rhohan"), or Rhohan's
wholly-owned subsidiary, Chengdu Tonglin Casting Industrial Co., Ltd. (the "PRC
Subsidiary") (collectively, the "Group Companies" and each, a "Group Company"),
or any other direct or indirect subsidiary of the Corporation to amend or alter
their respective certificate of incorporation, bylaws or other charter
documents, or to amend or terminate any joint venture contract that the
Corporation or any affiliates may have entered into with a third party;

                  (vi) alter or change, whether by merger, consolidation or
otherwise, the rights, preferences or privileges of the shares of the Series A
Preferred Stock or the Common Stock;

                  (vii) increase or decrease, or cause any of its Group
Companies to increase or decrease, the number of directors on the board of
directors of any of the Group Companies from the current number of five (5)
directors;

                  (viii) incur any capital expenditure in excess of US$500,000
individually or in the aggregate for any three-month period by the Corporation,
or cause any of its Group Companies to incur any capital expenditure in excess
of US$500,000 individually or in the aggregate for any three-month period;

                  (ix) incur or guarantee indebtedness in excess of US$5,000,000
individually or in the aggregate by the Corporation in any calendar year, or
cause any of its Group Companies to incur or guarantee indebtedness in excess of
US$5,000,000 individually or in the aggregate in any calendar year ;

                  (x) enter into any transaction other than in the ordinary
course of business or any related party transaction, including without
limitation, any transaction involving any Group Company and any Group Company's
shareholders, officers, directors or shareholders, or any affiliate of such
shareholder or any of its officers, directors or shareholders (including with
limitation, Double Unity Investments Limited and Chengdu Taichang Metal Co.,
Ltd.);

                  (xi) change, or as a stockholder of any other direct or
indirect subsidiary of the Corporation, cause such subsidiary to change, their
independent certified auditors or materially change or cause any of the Group
Companies to change the accounting policies of any Group Company;

                  (xii) engage any third-party service providers, including
without limitation, financial advisors, financial agents, legal counsels,
underwriters, management consultants or other consultants;

                  (xiii) approve any annual business plan including monthly
financial budgets, capital budgets and any amendments to any such business
plans;

                  (xiv) effect, or as a stockholder of any other direct or
indirect subsidiary of the Corporation cause such subsidiary to effect, any


                                       12
<PAGE>

material change of or any deviation from any Group Company's business as set
forth in any approved annual business plan;

                  (xv) appoint, terminate, amend or reassign the job of the
Chairman, Chief Executive Officer, Chief Financial Officer, Vice Presidents or
any other employee with policymaking authority for any Group Company;

                  (xvi) approve, or cause any of the Group Companies to approve,
any employee stock purchase plan, stock incentive plan or other employee
benefits plan or amend any employee stock purchase plan, stock incentive plan or
other employee benefits plan to increase the total number of common stock issued
or issuable;

                  (xvii) list any Group Company's securities on a stock exchange
or quotation system in any jurisdiction; or

                  (xviii) approve an initial public offering of any of the Group
Companies and any plans relating thereto.

            (b) Acts of the PRC Subsidiary. The following acts of the PRC
Subsidiary shall require the written approval (by vote or written consent, as
provided by law) of the holders of the then outstanding shares of Series A
Preferred Stock, so long as the shares of Series A Preferred Stock held by the
holders of shares of Series A Preferred Stock represent at least 8% of the
Company's total outstanding shares of Common Stock and Series A Preferred Stock
(on an as converted to Common Stock basis):

                  (i) any increase of the registered capital of the PRC
Subsidiary or transfer of any interest in the PRC Subsidiary;

                  (ii) authorize or issue, or obligate itself to issue, any
other equity security or equity-like security of the PRC Subsidiary, including
any other security convertible into or exercisable for any other equity
security;

                  (iii) effect or cause any of its subsidiaries to effect any
material change or deviation from the annual business plan or scope of the PRC
Subsidiary.

      7. Status of Redeemed or Converted Stock. In the event any shares of
Preferred Stock shall be redeemed or converted pursuant to Sections IV(B)(3) or
IV(B)(4), the shares so redeemed or converted shall be cancelled and shall not
be issuable by the Corporation. This Amended and Restated Certificate of
Incorporation shall be appropriately amended to reflect the corresponding
reduction in the Corporation's authorized capital stock.

      8. Preemptive Right of Series A Preferred Stock.


            (a) Subject to the terms and conditions contained in this Section
IV(B)(8), each holder of Series A Preferred Stock shall be entitled to a
preemptive right ("Preemptive Right") to purchase its Pro Rata Preemptive Share
of any New Securities (as defined below) which the Corporation may from time to
time, propose to sell and issue.


                                       13
<PAGE>

            (b) Definition of Pro Rata Preemptive Share. The "Pro Rata
Preemptive Share" of a holder of Series A Preferred Stock shall mean (i) the
number of Common Stock Equivalents, excluding the Common Stock, then held by
such holder of Series A Preferred Stock, divided by, (ii) the total number of
Common Stock Equivalents then held by all stockholders of the Corporation.
"Common Stock Equivalents" shall mean, with respect to any stockholder of the
Corporation, Common Stock owned by such stockholder together with the Common
Stock into or for which any issued and outstanding Series A Preferred Stock or
any other issued and outstanding convertible securities, in the case of the
holders of Common Stock, owned by such holder shall be convertible (and in the
case of the holders of Common Stockholders, excluding, for the avoidance of
doubt, unexercised options or warrants)


            (c) Definition of New Securities. Except as set forth below, "New
Securities" shall mean any shares of capital stock of the Crporation, including
Common Stock and Series A Preferred Stock, whether or not authorized, and
rights, options or warrants to purchase said shares of Common Stock or Series A
Preferred Stock, and securities of any type whatsoever that are, or may become,
convertible into shares of Common Stock or Series A Preferred Stock.
Notwithstanding the foregoing, "New Securities" shall not include:

                  (i) shares of the Corporation's Common Stock or related
options convertible into or exercisable for such Common Stock issued to
employees, consultants, officers and directors of, advisors, customers, or
vendors to the Corporation, pursuant to any arrangement approved by the Board of
Directors of the Corporation including in each case the members thereof elected
by the holders of the Series A Preferred Stock;

                  (ii) shares of the Corporation's Common Stock or related
options convertible into or exercisable for such Common Stock issued to any
bank, equipment or real property lessor or other similar credit financing
institution or business counterparty if and to the extent that the transaction
in which such sale or grant is to be made is approved by the Corporation's Board
of Directors including in each case the members thereof elected by the holders
of the Series A Preferred Stock, provided, however, that such issuance shall not
be primarily for capital-raising purposes; or

                  (iii) stock issued in connection with any stock split, stock
dividend or recapitalization by the Corporation.

            (d) Notice of Right. In the event the Corporation proposes to
undertake an issuance of New Securities, it shall give each holder of Series A
Preferred Stock written notice of its intention, describing the type of New
Securities and the price and terms upon which the Corporation proposes to issue
the same. The holder of Series A Preferred Stock shall have ten (10) days from
the date of receipt of any such notice to agree to purchase all or a portion of
its Pro Rata Preemptive Share of such New Securities (up to the amount referred
to in Section Section IV(B)(8)(a)), for the price and upon the terms specified
in the notice, by giving written notice to the Corporation and stating therein
the quantity of New Securities to be purchased. If the holder of Series A
Preferred Stock elects to purchase such holder's full pro rata share (an
"Electing Holder"), then such Electing Holder shall have a right of
over-allotment such that if any other holder of Series A Preferred Stock fails


                                       14
<PAGE>

to purchase such holder's full pro rata share of the New Securities, the
Electing Holder may purchase, on a pro rata basis with any other Electing
Holder, that portion of the New Securities (the "Remaining Securities") which
such other holder of Series A Preferred Stock elected not to purchase. Each such
Electing Holder shall specify in its notification to the Corporation whether it
also elects to purchase its pro rata portion of the Remaining Securities, if
any.

            (e) Exercise of Right. If the holder of Series A Preferred Stock
exercises its right of first offer hereunder, the closing of the purchase of the
New Securities with respect to which such right has been exercised shall take
place as soon as practicable after such holder gives notice of such exercise.

            (f) Lapse and Reinstatement of Right. In the event the holder of
Series A Preferred Stock fails to exercise the right of first offer provided in
this Section IV(B)(8) within the ten (10) day period specified in Section
IV(B)(8)(c), the Corporation shall have ninety (90) days thereafter to sell the
New Securities not elected to be purchased by such holder of Series A Preferred
Stock at the price and upon the terms no more favorable to the purchasers of
such securities than specified in the Corporation's notice. In the event the
Corporation has not sold the New Securities or entered into an agreement to sell
the New Securities within the ninety (90) day period, the Corporation shall not
thereafter issue or sell any New Securities without first offering such
securities to the holder of Series A Preferred Stock in the manner provided
above.


      C. Common Stock. The rights, preferences, privileges and restrictions
granted to and imposed on the Common Stock are as set forth below in this
Section IV(C).

            1. Dividend Rights. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to dividends,
the holders of the Common Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of any assets of the Corporation legally
available therefor, such dividends as may be declared from time to time by the
Board of Directors.

            2. Liquidation Rights. Upon the liquidation, dissolution or winding
of the Corporation, the assets of the Corporation shall be distributed as
provided in Section IV(B)(2).

            3. Redemption. The Common Stock is not redeemable.

            4. Voting Rights. The holder of each share of Common Stock shall
have the right to one vote for each such share, and shall be entitled to notice
of any stockholders' meeting in accordance with the Bylaws of the Corporation,
and shall be entitled to vote upon such matters and in such manner as may be
provided by law; provided, however, that except as otherwise required by law,
the holders of Common Stock, as such, shall not be entitled to vote on any
amendment to this Amended and Restated Certificate of Incorporation (including
any Certificate of Designation relating to any series of Preferred Stock) that
relates solely to the terms of one or more outstanding series of Preferred Stock
if the holders of such affected series are entitled, either separately or
together with the holders of one or more other such series, to vote thereon


                                       15
<PAGE>

pursuant to this Amended and Restated Certificate of Incorporation (including
any Certificate of Designation relating to any series of Preferred Stock) or
pursuant to the General Corporation Law.

                                   ARTICLE V.


      Except as otherwise provided in this Amended and Restated Certificate of
Incorporation, in furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the Bylaws of the Corporation.

                                  ARTICLE VI.

      For the management of the business and for the conduct of the affairs of
the Corporation, and in further definition, limitation, and regulation of the
powers of the Corporation and of its directors and of its stockholders or any
class thereof, as the case may be, it is further provided:

            1. 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 which 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. Elections of directors need not be by written ballot unless
the Bylaws of the Corporation shall so provide.

            2. 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; provided, however, that any provision for the
classification of directors of the Corporation for staggered terms pursuant to
Section 141(d) of the General Corporation Law shall be set forth in an initial
Bylaw or in a Bylaw adopted by the stockholders of the Corporation entitled to
vote unless provisions for such classification shall be set forth in this
Amended and Restated Certificate of Incorporation.

            3. Whenever the Corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever the
Corporation shall be authorized to issue more than one class of stock, no
outstanding share of any class of stock which is denied voting power under the
provisions of this Amended and Restated Certificate of Incorporation shall
entitle the holder thereof to the right to vote at any meeting of stockholders
except as the provisions of Section 242(b)(2) of the General Corporation Law
shall otherwise require; provided, that no share of any such class which is
otherwise denied voting power shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares of said class.

                                  ARTICLE VII.


      Whenever a compromise or arrangement is proposed between the 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


                                       16
<PAGE>

the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be 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 of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a 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 the Corporation, as the case may be, and also on the
Corporation.

                                 ARTICLE VIII.


      A director of the Corporation shall, to the fullest extent permitted by
the General Corporation Law as it now exists or as it may hereafter be amended,
not be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (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 that 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 any improper personal benefit. If the General Corporation Law is
amended, after approval by the stockholders of this Article, to authorize any
action by the Corporation which further eliminates or limits the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law, as so amended.

      Any amendment, repeal or modification of this Article VIII, or the
adoption of any provision of this Amended and Restated Certificate of
Incorporation inconsistent with this Article VIII, shall not adversely affect
any right or protection of a director of the Corporation existing at the time of
such amendment, repeal, modification or adoption.

                                  ARTICLE IX.


      The Corporation shall, to the fullest extent permitted by the provisions
of Section 145 of the General Corporation Law, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said section, and 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 his or her 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 person.


                                       17
<PAGE>

      Any amendment, repeal or modification of this Article IX, or the adoption
of any provision of this Amended and Restated Certificate of Incorporation
inconsistent with this Article IX, shall not adversely affect any right or
protection existing at the time of such amendment, repeal, modification or
adoption.

                                   ARTICLE X.

      Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                  ARTICLE XI.

      The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.

                                      * * *



                                       18