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EXHIBIT 10.19

                                           Translation from the Russian Language
                                           -------------------------------------

                         CONFIRMED
                         by the protocol No. 1 of the General Meeting of
                         the participants
                         dated 24 November 2000

                         State-owned scientific institute "Scientific
                         physical and technical research institute of the
                         State University of Krasnoyarsk of the Ministry
                         of Education of the Russian Federation" in the
                         person of the Director, Kirko V.O._____________


                         stamp


                         "Advanced Technology Industries, Inc."
                         Mr. Peter Goerke_______________________


                         stamp





                            ARTICLES OF ASSOCIATION


                        OF THE OPEN JOINT-STOCK COMPANY

                       "INTERNATIONAL CENTRE FOR ADVANCED
                                 TECHNOLOGIES"





                                  Krasnoyarsk
                                      2001



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The open joint-stock company international Centre for Advanced Technologies"
(the "Company") was incorporated in accordance with the Civil Code of the
Russian Federation and the Federal Law "On Joint Stock Companies" (the "Law").


                    ARTICLE 1. NAME AND PLACE OF THE COMPANY

1.1.     The full and official name of the Company is Open joint-stock company
         "International Centre for Advanced Technologies" The abbreviated name
         of the Company is OAO "MCPT",

1.2.     The place of the Company is Krasnoyarsk Krai, Sheleznogorsk.


                     ARTICLE 2. LEGAL STATUS OF THE COMPANY

2.1      The Company is a juridical person. The Company shall obtain the rights
         and duties of a juridical person at the date of its registration. The
         Company has a seal containing its full name a trade mark (logo), it
         keeps current and other bank accounts in Roubles and foreign currency
         in bank institutes.

2.2.     The Company was founded by:

         -        the state-owned scientific institute "Scientific physical and
                  technical research Institute of the State University of
                  Krasnoyarsk of the Ministry of Education of the Russian
                  Federation"
         -        Advanced Technology Industries, Inc.

2.3.     The Company shall bear liability for its obligations only with the
         properly belonging to it. The shareholders bear the losses within the
         limits of their deposit (shares belonging to them). The Company is not
         liable for property liabilities of the shareholders.


              ARTICLE 3. AIMS AND NATURE OF BUSINESS OF THE COMPANY

3.1.     The main aim of the Company is the introduction of advanced
         technologies into industry, innovative business, extension of the
         commodity and services markets as well as the increase of profits.

3.2.     The main types of business of the stock company are:
         -        organisation of advanced high-tech productions;
         -        financing of setting up pilot industrial technologies;
         -        sale of technology in Russia and to near and far foreign
                  countries;
         -        transactions with securities;
         -        advertising, marketing and exhibition activities
         -        promotion of high-tech commodities and services on the markets
                  of Russia and of near and far foreign countries;
         -        organisation and implementation of competitions, conferences,
                  presentations and other activities;
         -        foreign economic business;


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         -        production of pilot industrial lots of goods on the basis of
                  high-tech technologies;
         as well as other types of business which are allowed under the Law.

3.3.     The company exercises any kind of business activities in accordance
         with the aim of its business except for those forbidden by legislative
         acts of the Russian Federation.


                           ARTICLE 4. CHARTER CAPITAL

4.1.     The charter capital of the Company amounts to 84000 (Eighty four
         thousand) Roubles.

4.2.     Within 30 (thirty) days after registration the Company:

         -        shall issue the following types of shares with identical
                  nominal value: 1) 100000 (one hundred thousand) pieces of
                  common shares. The nominal value of the share is 84 (eighty
                  four) kopeck.
         -        shall maintain a register of the shareholders necessarily
                  containing the following information: number and types of
                  shares, date of purchase, name and place (residence) of the
                  shareholder, historical cost of the shares.

4.3.     The shareholder shall receive, on written request, an extract from the
         shareholder register certified with a stamp of the Company. The Company
         has to maintain a journal of the extracts from the register. The
         journal has to be numbered, tied up, and stamped with the stamp of the
         Company. Each shareholder is entitled to ascertain that he is included
         in the register of shareholders, and the holder of the shareholder
         registry has to provide the shareholder with a record on his inclusion
         into the register.

4.4.     The Company is entitled to acquire on the organised security market
         shares issued by itself (except for shares sold by property funds and
         their representatives) in order to sell them to other persons. During
         one year the Company can't buy more than 10% of its own shares.

         The shares acquired shall remain in the balance sheet of the Company
not more than one year. The distribution of profit as well as the voting and the
determination of the quorum of a shareholder meeting are effected without taking
into account these shares. Shares which are not sold during this period have to
be abolished with a corresponding reduction of the charter capital of the
Company.


                ARTICLE 5. RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

5.1.     The possessor of common shares is entitled to participate personally or
         through authorised representatives in the shareholder meetings and to
         submit proposals for discussion in accordance with these Articles of
         Association.

5.2.     The possessor of common shares has the right to sell his shares without
         approval of the other shareholders.


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5.3.     For each common share its possessor obtains one vote at the shareholder
         meeting.

5.4.     In case of liquidation of the Company after the settlement of the
         creditors' claims the remaining property is used for making payments as
         follows:
                  the remaining property is divided between the possessors of
         common shares proportionally to the percentage of ownership in the
         total amount of shares issued by the stock company.


                         ARTICLE 6. SHAREHOLDER MEETING

6.1      The general shareholder meeting is the Company's supreme management
         organ.
         The Company must annually hold a general shareholder meeting (annual
shareholder meeting).
         The annual general shareholder meeting shall be held no earlier than
two months and no later than 6 months after the end of the Company's financial
year. The annual general shareholder meeting shall decide the issue of election
of the Company's Board of directors and inspection commission (inspector),
approval of the Company's auditor, and consideration of the Company's annual
report submitted by the Board of directors and other documents.
         General shareholder meetings held in addition to the annual meeting are
extraordinary meetings.

6.2      The date and procedure for holding a general shareholder meeting, the
         procedure for notifying shareholders about its holding, and the list of
         materials (information) made available to shareholders during
         preparation for holding a general shareholder meeting shall be
         established by the Company's Board of directors in accordance with the
         requirements of the Law.

6.3.     The following issues shall be included within the competence of the
         general shareholder meeting:

         1)       introduction of changes and additions to the Company's
                  Articles of Association or approval of a new version of the
                  Company's Articles of Association;
         2)       reorganisation of the Company;
         3)       liquidation of the Company, appointment of the liquidation
                  commission and approval of the interim and final liquidation
                  balance sheets;
         4)       specification of the number of members of the Company's Board
                  of directors (supervisory Board), election of its members and
                  early termination of their powers;
         5)       specification of the maximum amount of announced shares;
         6)       increasing of the Company's charter capital through increasing
                  the nominal value of shares or through issuing additional
                  shares;
         7)       decreasing the Company's charter capital through decreasing
                  the nominal value of shares, acquisition by the Company of
                  part of the shares with the goal of reducing their total
                  number or cancelling of not fully paid shares in accordance
                  with Article 29 of the Law and also through cancelling shares
                  acquired or redeemed by the Company in accordance with
                  numbered-paragraph 3 of article 72 and paragraph 2 of
                  numbered-paragraph 6 of article 76 of the Law;


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         8)       formation of the Company's executive organ and early
                  termination of its powers;
         9)       election of the members of the inspection commission
                  (inspector) and early termination of their powers;
         10)      approval of the Company's auditor;
         11)      approval of the Company's annual reports, bookkeeping balance
                  sheets, profit and loss accounts and distribution of its
                  profits and losses;
         12)      adoption of a decision on waiver of the preemptive rights of
                  shareholders to acquire the Company's shares or securities
                  convertible into shares established in article 40 of the Law;
         13)      the procedure for holding a general meeting;
         14)      the formation of the tabulation commission;
         15)      determining the form of notice to shareholders of materials
                  (information), including determining the press organ if notice
                  is in the form publication;
         16)      splitting and consolidating shares;
         17)      conclusion of transactions in the cases established in article
                  83 of the Law;
         18)      completion of major transactions connected with the
                  acquisition and alienation of property by the Company in the
                  cases established n Article 79 of the Law;
         19)      the repurchase and redemption of shares issued by the Company
                  in the cases established in the Law;
         20)      participation in holding companies, financial-industrial
                  groups, other associations of commercial organisations;
         21)      decision of other issues established in the Law.

6.4.     Decisions of the issues indicated in subparagraphs 1-18 of
         numbered-paragraph 6.3. of this Article shall be included within the
         exclusive competence of the general shareholder meeting. Issues
         included within the exclusive competence of the general shareholder
         meeting may not be transferred for decision to the Company's executive
         organ.

6.5.     The right to vote on issues brought for voting at the general
         shareholder meeting is possessed by shareholder-possessors of the
         Company's common shares.
                  A voting share of the Company is a common share which delivers
         to its shareholder-possessor the right to vote during the decision of
         an issue brought for voting.

6.6.     A decision by a general shareholder meeting on an issue brought for
         voting shall be adopted by a majority vote of shareholder-possessors of
         the Company's voting shares who participate in the meeting, unless the
         Law or the Company's Articles of Association provides for a larger
         number of shareholder votes for the adoption of the decision.
                  The count of votes at a general shareholder meeting on issues
         brought for voting, during the decision of which shareholder-possessors
         of the Company's common shares possess the right to vote shall be
         effectuated for voting shares taken together.

6.7.     A decision on the issues indicated in subparagraphs 2, 12 and 15 - 20
         of numbered-paragraph 6.3. of this Article shall be adopted by the
         general shareholder meeting only upon a proposal by the Company's Board
         of directors.
                  A decision on the issues specified in subparagraphs 1 - 3, 5
         and 18 of numbered-paragraph 6.3. of this Article shall be adopted by
         the general shareholder meeting by a three-forth majority vote of
         shareholder-possessors of voting shares who participate in the general
         shareholder meeting.


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6.8.     The procedure for adoption of a decision by a general shareholder
         meeting on the procedure for holding a general shareholder meeting
         shall be established by the internal documents of the Company approved
         by a decision of the general shareholder meeting.

6.9.     A general shareholder meeting does not have the right to adopt
         decisions on issues that are not included in the agenda of the meeting
         or to change the agenda.

6.10.    Decisions adopted by the general shareholder meeting and also the
         voting results shall be reported to the shareholders following the
         procedure established by the Law, no later than 45 days from the date
         of adoption of these decisions.

6.11.    A shareholder has the right to appeal to court a decision adopted by a
         general shareholder meeting in violation of the requirements of the
         Law, other legal acts of the Russian Federation or the Company's
         Articles of Association, if he did not participate in the general
         shareholder meeting or voted against the adoption of this decision and
         the indicated decision violates his rights and legal interests. The
         court has the right, taking into account all the circumstances of the
         case to leave the appealed decision in force, if the vote of the given
         shareholder could not have influenced the voting result, the committed
         violations are not significant and the decision did not cause losses to
         the given shareholder.


                          ARTICLE 7. BOARD OF DIRECTORS

7.1.     The Board of directors of the Company effectuates the general
         leadership of the Company's activities, except decision of issues
         included by the Law within the exclusive competence of a general
         shareholder meeting. By decision of a general shareholder meeting the
         members of the Company's Board of directors during the period that they
         fulfil their duties) may be paid compensation and be reimbursed for
         expenses connected with their fulfilment of the functions of members of
         the Company's Board of directors. The amounts of this compensation and
         reimbursement shall be established by decision of a general shareholder
         meeting.

7.2.     The competence of the Company's Board of directors shall include
         decision of issues of general leadership of the Company's activities,
         except issues included by the Law within the exclusive competence of a
         general shareholder meeting.
                  The following issues are included within the exclusive
         competence of the Company's Board of directors:
         1)       determining the priority directions of the Company's activity;
         2)       convening the Company's annual and extraordinary general
                  shareholder meetings, except for those cases established in
                  numbered-paragraph 6 of article 55 of the Law;
         3)       approving of the agenda of the general shareholder meeting;
         4)       determining the date for compiling a list of shareholders
                  having the right to participate in the general meeting and
                  other issues included within the competence of the Company's
                  Board of directors in accordance with the provisions of
                  chapter VII of the Law and connected with preparation for and
                  holding of the general shareholder meeting;


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         5)       submitting for decision by the general shareholder meeting the
                  issues specified in subparagraphs 2, 12, 15-20 of
                  numbered-paragraph 1 of Article 48 of the Law;
         6)       increasing of the Company's charter capital through increasing
                  the nominal value of shares or through issuance of shares by
                  the Company within the limits of the number and category
                  (type) of the announced shares;
         7)       issuance by the Company of bonds and other securities;
         8)       determining the market value of property;
         9)       acquisition of shares, bonds and other securities by the
                  Company;
         10)      conclusion of the transactions established in chapter XI of
                  the Law;
         11)      recommending the amount of compensation and reimbursement to
                  be paid to members of the Company's inspection commission
                  (inspector) and determining the amount to be paid for the
                  auditor's services;
         12)      recommending the amount of dividends on shares and the
                  procedure for its payment;
         13)      use of the Company's reserve and other funds;
         14)      approving the internal documents of the Company that specify
                  the procedure for activity by the Company's management organs;
         15)      creation of branches and opening of representations of the
                  Company;
         16)      adopting of decisions on the Company's participation in other
                  organisations except for the case established in subparagraph
                  20 of numbered-paragraph 1 of Article 48 of the Law;
         17)      conclusion of major transactions connected with the Company's
                  acquisition and alienation of property in the cases
                  established in Chapter X of the Law;
         18)      other issues not included by the Articles of Association or
                  the Law within the exclusive competence of the general
                  shareholder meeting or the sole executive organ of the
                  Company.
                  Issues included within the exclusive competence of the
         Company's Board of directors may not be transferred for decision to the
         Company's executive organ.

7.3.     Members of the Company's Board of directors shall be elected by an
         annual general shareholder meeting for a term on one year following the
         procedure established in the Law and the Company's Articles of
         Association.
                  Persons elected to membership in the Company's Board of
         directors may be reelected an unlimited number of times.
                  By decision of the general shareholder meeting, the powers of
         any member (all members) of the Company's Board of directors may be
         terminated early.

7.4      The Company's Board of directors shall consist of 6 members. Members of
         the Board of directors are:
         -        the chairman of the Board of directors;
         -        a representative of the GNU "Scientific physical and technical
                  research Institute of the State University of Krasnoyarsk of
                  the Ministry of Education of the Russian Federation"
         -        a representative of "Advanced Technology Industries, Inc.";
         -        the director of the Company;
         -        two members of the Board of directors.


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7.5.     The chairman of the Company's Board of directors is elected by the
         general shareholder meeting of the Company by simple majority of votes.
                  The general shareholder meeting of the Company has the right
         at any time to elect a new chairman by a majority of votes.
                  The chairman of the Company's Board of directors shall
         organise the Boards work, convene meetings of the Company's Board of
         directors and preside at them, organise the maintaining of a record of
         the meetings.

7.6.     If the chairman of the Company's Board of directors is absent, his
         functions shall be effectuated by one of the members of the Company's
         Board of directors by decision of the Board of directors.

7.7.     The members of the Company's Board of directors have to respect loyalty
         to the Company.
                  If a member of the Board of directors has a financial interest
         in a transaction a party of which is or intends to be the Company, as
         well as in case of other conflicts of interests between this person and
         the Company concerning an existing or intended transaction:
                  he is obliged to inform the Board of directors on its interest
         before taking a decision (conclusion of the transaction);
                  the transaction has to be adopted by the majority of members
         of the Board of directors not having such an interest, or by the
         majority of shareholders.
                  A member of the Board of directors having informed the Board
         of directors in the mentioned way on his financial interest or other
         conflict of interests can't take part in any discussion or voting
         concerning this transaction. Members of the Board of directors are
         regarded as financially interested if they maintain work relations or
         possess property or creditor's rights with respect to juridical
         persons, who
                           deliver goods or services to the Company;
                           are large buyers of goods and services produced by
                           the Company;
                           can benefit from the disposition of the property of
                           the Company;
                           the property of which was fully or partly created by
                           the Company, as well as with regard to physical
                           persons to whom these or other definitions mentioned
                           may apply.

7.8.     The members of the Board of directors shall use the possibilities of
         the Company only for the purposes established in numbered-paragraph
         7.2. of these Articles of Association and shall not allow their use for
         other purposes.
                  The term "possibilities of the Company" in the sense of this
                  Article means:
                           all material and immaterial rights of the Company;
                           the possibilities in the area of business activities;
                           information on the Company's activities and
                           intentions;
                           any rights and authorities of the Company which are
                           of value for it.

7.9.     During their assignment as members of the Board of directors and
         members of the Managing Body they are not entitled to establish or
         participate in enterprises competing with the Company, except for those
         cases, when the majority of not interested members of the Board of
         directors or the shareholders possessing the majority of Common shares
         of the Company have given their permission.

7.10.    The members of the Board of directors and the members of the Managing
         Body have to fulfil any rules established by the shareholder meeting.


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7.11.    The members of the Board of directors and of the Managing Body are not
         entitled to directly or indirectly receive any compensation for
         intervening in the decision making by the Company's Board of directors
         or Managing Body. The members of the Board of directors and the
         Managing Body shall be liable to losses caused by violation of the
         provisions of this Article and be prosecuted criminally or in another
         way in accordance with the effective laws and regulations of the
         Russian Federation.

7.12.    The members of the Board of directors and the members of the Managing
         Body shall fulfil their duties reasonably and in a manner they consider
         most appropriate for the benefit of the Stock Company.

7.13.    The members of the Board of directors and of the Managing Body shall be
         liable to the Company for losses caused by
         -        not fulfilling their functions established under these
                  Articles of Association;
         -        careless implementation of their functions established under
                  these Articles of Association.

7.14.    The members of the Board of directors neglecting the duties established
         by numbered-paragraphs 7.7, 7.8, 7.9, 7.10, 7.11 and 7.12 of these
         Articles of Association shall be liable to compensate the total amount
         of the damage to the Company as a result of the neglect by a member of
         the Board of directors of the above-mentioned duties, including the
         full and fair market value of the lost profit.


             ARTICLE 8. MEETING OF THE COMPANY'S BOARD OF DIRECTORS

8.1.     Meetings of the Board of directors shall be held if required, however,
         at least once a month. One meeting of the Board (annual meeting) shall
         be held no later than three (3) months after the end of the financial
         year in order to consider the draft of the annual balance sheet of the
         Company, the profit and loss account and the report of the auditor. The
         chairman of the Board shall convene the annual meeting and prepare the
         agenda. At the annual meeting the chairman shall provide the Board with
         the complete financial information as well as a comprehensive report on
         the current situation, the main results and intentions of the Company.
         Extraordinary meetings of the Board of directors may be convened by any
         two members of the Board of directors.

8.2.     Each member of the Board shall be notified about the meeting of the
         Board in writing in the manner established by the Board of directors.
         The notification shall include the agenda. All necessary documents
         connected with the agenda shall be attached to the notification. Issues
         not mentioned in the notification can not be discussed at the meeting
         of the Board of directors. If necessary, any meeting of the Board of
         directors may be postponed with the approval of all participating
         members of the Board.

8.3.     All decisions of the Board of directors shall be adopted by simple
         majority of the votes of its members, unless otherwise established by
         the legal system of the Russian Federation.


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8.4.     The agenda of the meeting shall include the issues proposed for
         discussion by the shareholders possessing in total no less than 5% of
         common shares, by the members of the Board of directors, the inspection
         commission as well as the director.

8.5.     The records of all meetings of the Board of directors shall be
         maintained in the established manner. The records of the meetings shall
         be accessible for any shareholder, member of the Board of directors or
         his representative at the juridical address of the Company or at
         another place determined by the Board. All records shall be signed by
         the chairman and the secretary of the meeting.


                 ARTICLE 9. COMPETENCE OF THE BOARD OF DIRECTORS

9.1      The Board of directors has the right to adopt decisions on all issues
         of the Company's activities and its internal affairs, except for issues
         included within the executive competence of the shareholder meeting.

9.2.     The Board of directors is not entitled to delegate its powers to other
         persons or organs unless otherwise established by legislative acts of
         the Russian Federation and these Articles of Association.

9.3      The Board of directors shall have the following powers and be obliged
         to adopt the corresponding decisions:

                  recommending to the shareholders the amount, conditions and
         procedure of increasing or reducing the charter capital, and certifying
         in writing that the increase of the charter capital is equal to the
         fair market value of the corresponding deposit to the charter capital
         of the Company;
                  adopting normative documents regulating the relations within
         the Company;
                  adopting rules and orders of procedure of the Board meetings;
                  approving the conclusion or termination of any transactions in
         which one party is the Stock company and on the other is any
         shareholder possessing a package of shares no less than 5% of the
         charter capital, a member of the Board of directors or a Company's
         official;
                  recommending to the shareholders the creation of branches,
         representations, divisions or subsidiaries;
                  in agreement with the director appointing, dismissing of
         officials of the Company's Board of directors;
                  establishing the procedure of presenting all accounts,
         reports, declarations, the system of profit and loss account, including
         the rules with regard to amortisation;
                  determining the policy and adopting decisions concerning the
         receipt and issuance of advances, loans, credits, guarantees;
                  recommending the amount of dividends to be paid to the
         shareholder;
                  taking of decisions on the proposal of the Board of directors
         concerning the implementation of investments by the Company, the
         volume of which exceeds ten percent (10%) of the Company's annual
         turnover of the preceding year;
                  approving the conclusion of transactions with assets of the
         Company, the volume of which exceeds twenty percent (20%) of the
         Company's quarterly turnover of the preceding quarter of the year in
         accordance with the procedure established by the shareholder meeting.


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                     ARTICLE 10. DIRECTOR AND MANAGING BODY

10.1.    The director shall effectuate the leadership of the Company's activity
         and shall be lodged with all powers necessary to fulfil his tasks in
         accordance with the legal system of the Russian Federation. The
         director effectuates his activities in strict correspondence with the
         effective legal system and the present Articles of Association.

10.2.    The Managing Body is the executive organ of the Company and shall act
         on the basis of the provisions approved by the Board of directors.

10.3.    The director shall present the position of the Managing Body at the
         meeting of the Board of directors and the shareholder meeting.

10.4.    The director has the right to implement activities on behalf of the
         Company without having authority.


                ARTICLE 11. ACCOUNTS AND REPORTING OF THE COMPANY

11.1.    The balance sheet, the profit and loss accounts shall be made in
         Roubles.

11.2.    The first financial year of the Company starts at the date of its
         registration and ends on 31 December of the current year. The following
         financial years correspond to the calendar year.

11.3.    The balance sheet, the profit and loss account as well as other
         financial account documents shall be prepared in accordance with the
         effective laws and regulations.

11.4.    At the place of the Company a full documentation shall be kept, amongst
         them:

-        the constituent documents of the Company as well as the normative
         documents regulating the relations within the Company with all relevant
         modifications and amendments;
-        all documents of the bookkeeping accounts necessary for an independent
         inspection of the Company as well as for controls by the relevant state
         organs according to the effective laws and regulations;
-        the shareholder register;
-        the records of the shareholder meetings, Board of directors meetings
         and inspection commission meetings;
-        the list of persons having the authority to present the Company;
-        the list of all members of the Board of directors and the officers of
         the administration of the Company.
         These documents shall be accessible for the shareholders and their
authorised representatives at any time during a working day. The shareholders
and their representatives are entitled to take copies of the documents mentioned
except for those which are business secret of the Company.



<PAGE>


                        ARTICLE 12 INSPECTION COMMISSION


12.1.    The inspection commission shall consist of at least three (3) persons
         elected by the shareholders possessing more than fifty percent (50%) of
         the common shares of the Company. The inspection commission shall take
         its decision at the majority of votes of its members. On request of the
         Board of directors the members of the inspection commission may
         participate in its sessions.

12.2.    No later than ten days before the annual shareholder meeting the
         inspectson commission shall provide the Board of directors with the
         report on the results of the annual audit according to the rules and
         procedure of financial reporting and bookkeeping accounts established
         in Article 11 of these Articles of Association. Unscheduled inspections
         by the inspection commission shall be effected on written request of
         the shareholders possessing at least ten percent (10%) of the Company's
         common shares or the majority of the members of the Board of directors.
         The employees of the Company shall provide the inspection commission
         with all necessary information and documents in due time.


            ARTICLE 13. LIQUIDATION AND REORGANISATION OF THE COMPANY

13.1.    The Company may be liquidated in the following cases:
         on decision of the general shareholder meeting;
         on decision of a court in accordance with the laws and regulations of
the Russian Federation

13.2.    In the case of liquidation of the Company, except for cases of
         liquidation on decision of a court, the Board of directors shall
         appoint a liquidation commission, determine the procedure and terms of
         liquidation and establish the period for the presentation of claims for
         the creditors, which shall be no less than two and no more than three
         months after the announcement of the liquidation.

13.3.    The liquidation commission shall implement the liquidation, prepare the
         liquidation balance sheet and present it to the Board of directors.
         From the moment of its appointment the liquidation commission takes
         over the functions of the Board of directors, the Managing Body and the
         director. From this moment it is the sole authorised representative of
         the Company with respect to all issues of its business. At the moment
         of its appointment the commission takes the following measures: publish
         in the official press organs at the location of the Company a statement
         on its liquidation and the period for its creditors to present claims.
         The commission shall ensure the first publication in the press no later
         than a week after its appointment and repeat this publication no
         earlier than fourteen and no later than forty days. The liquidation
         commission shall organise the collection of debtor indebtedness and
         determination of creditors' claims.

13.4.    The property of the Company is sold by the liquidation commission at an
         auction. The proceeds from that sale shall be used to meet the demands
         of the creditors. The remaining assets shall be distributed between the
         shareholders according to the procedure established in these Articles
         of Association.



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13.5.    In case the funds of the Company are not sufficient to meet all
         obligations to the creditors the funds of the Company shall be
         distributed between the creditors in the corresponding priority
         proportionally to the amount of demands of the creditors in this
         priority in accordance with the effective laws and regulations

13.6.    The liquidation of the Company is considered complete at the moment of
         a corresponding notification in the State register.

13.7.    The conditions and procedure of reorganisation and liquidation not
         established in these Articles of Association shall be governed by the
         effective laws and regulations.






<PAGE>
State-owned scientific institute "Scientific physical and technical research
institute of the State University of Krasnoyarsk of the Ministry of Eduction of
the Russian Federation" in the person of the Director Kirko V.I. _______________



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"Advanced Technology Industries, Inc." Mr. Peter Goerke ________________________


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