Exhibit 10.3



COPIES TO:

Patrick Misko, ELVA, S.A.

Robert Pierre, ELVA, S.A.









DOCUMENTS SIGNED ON THE BEHALF OF ELVA ASIA PTE LTD, INCLUDING:




-    DOCUMENTS RELATED TO THE INCORPORATION OF ELVA ASIA PTE LTD.

-    LEASE CONCERNING ELVA ASIA PTE LTD OFFICE PREMISES,  SIGNED FOR A PERIOD OF
     TWO YEARS FROM AUGUST 2000.









                                                                  Franck CRESPIN
                                                               ELVA Asia Pte Ltd
                                                                        20-12-00



<PAGE>



                                THE COMPANIES ACT
                                  (CHAPTER 50)
                                 Section 19 (2)
                                                                            FORM
                                                                             6
                            STATUTORY DECLARATION OF
                                   COMPLIANCE

Name of Company:           ELVA ASIA PTE LTD

     I,....Toh Kian Leong....of.....15 Beach Road, #03-10 Beach Centre Singapore
189677 *NCIR/S1206589B ...... so solemly and sincerely declare -

(a)  that  I am+  .....the  accountant  engaged  in  the  formation......of  the
     abovenamed proposed company;

(b)  that all the  requirements of the Companies Act and of the regulations made
     thereunder  in  respect  of  matters   precedent  and   incidental  to  the
     registration of the abovenamed proposed company have been complied with;

     And I make this solemn declaration conscientiously believing the same to be
true and by virtue of the provisions of the Statutory Declarations Act 1835.

Declared at ..... Singapore ... this ...27th ... day of ... Oct ... 2000


                                                        /s/ Toh Kian Leong
                                                        -----------------------
                                                        Signature
                                                        Toh Kian Leong

Before me

Signature   /s/ Robin Lim Boon Cheng
              -----------------------------------
(Seal)    [Commissioner  for Oaths Singapore Robin Lim Boon Cheng  C20000/0387 1
          Apr 2000 - 31 Mar 2001]

--------------------------------------------------------
* Delete where inapplicable.
+ Insert "the  solicitor/the  accountant  engaged in the formation" or "a person
named in the articles as a director or secretary".
        =================================================================
Loged in the office of the Registrar of Companies &|        For Official Use
Businesses by                                      |---------------------------
Name: PARK CRESCENT SERVICES PTE LTD               | Date of Registration:
Address: 15 Beach Road #03-07                      | Receipt No:
             Beach Centre                          | Checked By:
             Singapore 189677
A/c No:                    Tel No: 336 2827
                           Fax No: 337 2806



<PAGE>



                                THE COMPANIES ACT
                                  (CHAPTER 50)
                                 Section 19 (3)
                                                                            FORM
                                                                              7
                             CERTIFICATE OF IDENTITY

Name of Company:           ELVA ASIA PTE LTD

I ......Toh Kian Leong ......,  ... Certified Public Accountant ...., of .... 15
Beach Road, #03-10 Beach Centre, Sinapore 189677 ...... *NRIC/ No: ... S1206589B
 ....  do  hereby  certify  to the  best of my  knowledge  and  ability  that the
following person(s) is/are identified by me as *Subscriber(s)/Officers(s) to the
Memorandum and Articles of Association of the abovenamed proposed company:

1  Name of *subscriber/officer: Franck Bernard Alain Crespin
   Address: 48A Toh Tuck Road, #02-03 Signature Park, Singapore 596740
   Fin No: F7889057Q
   /Passport No: 99AE 00942                    Nationality: French
--------------------------------------------------------------------------------
2  Name of *subscriber/: Franck Bernard Alain Crespin
                         for and on behalf of Elva Inc
   Address: 48A Toh Tuck Road, #02-03 Signature Park, Singapore 596740
   Fin No: F7889057Q
   /Passport No: 99AE 00942                    Nationality: French
--------------------------------------------------------------------------------
3  Name of *subscriber/officer:
   Address:
   *NRIC/Passport No:                          Nationality:
--------------------------------------------------------------------------------
4  Name of *subscriber/officer:
   Address:
   *NRIC/Passport No:                          Nationality:
--------------------------------------------------------------------------------

Dated this ..... 6th ..... day of .... October .... 2000

                                            Signature: /s/ Toh Kian Leong
                                      Name of * /
                                                /
                                     Approved Company Auditor: Toh Kian Leong
* Delete where inapplicable.

        =================================================================
Loged in the office of the Registrar of Companies &|        For Official Use
Businesses by                                      |---------------------------
Name: PARK CRESCENT SERVICES PTE LTD               | Date of Registration:
Address: 15 Beach Road #03-07                      | Receipt No:
             Beach Centre                          | Checked By:
             Singapore 189677
A/c No:                    Tel No: 336 2827
                           Fax No: 337 2806



<PAGE>



                                THE COMPANIES ACT
                                  (CHAPTER 50)
                                 Section 19 (3)
                                                                            FORM
                                                                              7
                             CERTIFICATE OF IDENTITY

Name of Company:           ELVA ASIA PTE LTD

I ......Leise Purtle ......, ... Notary Public ...., of .... 4847 Hopyard Rd Ste
4, Pleasanton, CA, U.S.A. 94588 ...... *Commission #: ... 1261602 .... do hereby
certify to the best of my  knowledge  and ability that the  following  person(s)
is/are  identified  by me as  */Officers(s)  to the  Memorandum  and Articles of
Association of the abovenamed proposed company:

1  Name of */officers: Vincent Cedric Colnot
   Address: 17 rue Jean-Jacques Rousseau, 94200 Ivry, France

   /Passport No: 98IH 29410                    Nationality: French
--------------------------------------------------------------------------------
2  Name of *subscriber/officers:
   Address:
   *NRIC/Passport No:                          Nationality:
--------------------------------------------------------------------------------
3  Name of *subscriber/officers:
   Address:
   *NRIC/Passport No:                          Nationality:
--------------------------------------------------------------------------------
4  Name of *subscriber/officers:
   Address:
   *NRIC/Passport No:                          Nationality:
--------------------------------------------------------------------------------
Dated this ..... 6th ..... day of .... October .... 2000

(SEALOF THE STATE OF CALIFORNIA)
[LEISE PURTLE                                        Signature: /s/ Leise Purtle
COMM.#1261602                                Name of * Notary Public/
NOTARY PUBLIC-CALIFORNIA                               /
ALAMEDA COUNTY                                         /: Leise Purtle
My Comm.  Expires Apr.  22, 2004

* Delete where inapplicable.
        =================================================================
Loged in the office of the Registrar of Companies &|        For Official Use
Businesses by                                      |---------------------------
Name: PARK CRESCENT SERVICES PTE LTD               | Date of Registration:
Address: 15 Beach Road #03-07                      | Receipt No:
             Beach Centre                          | Checked By:
             Singapore 189677
A/c No:                    Tel No: 336 2827
                           Fax No: 337 2806



<PAGE>



                                THE COMPANIES ACT
                                  (CHAPTER 50)
                                 Section 19 (3)
                                                                            FORM
                                                                             24
                          RETURN OF ALLOTMENT OF SHARES

Name of Company:           ELVA ASIA PTE LTD

         The issue of the shares referred to in this return was made pursuant to
a resolution passed by the members of the company on ..... N.A. .....

         The shares  referred to in this return were allotted,  or are deemed to
have been allotted under section 63(6) of the Companies Act, to the allottees on
the dates indicated.

1 Payable in cash
<TABLE>
<S>                                                 <C>          <C>          <C>
Class of Shares                                     Ordinary     Preference   Others
Numbers of shares                                   50,000          |            |
Nominal amount of each share                        $1.00           |            |
Amount paid or due and payable on each share                        |            |
                                                    $1.00d         N.A.         N.A.
                             due and payable         -              |            |
Amount of premium paid or payable on each share      -              |            |
</TABLE>

2 For a consideration other than cash (*See Form 25/contract in writing)

<TABLE>
<S>                                                 <C>          <C>          <C>
Class of Shares                                     Ordinary     Preference   Others
Numbers of shares                                    50,000          |          |
Nominal amount of each share                           N.A.         N.A.       N.A.
Amount to be treated as paid on each share              |            |          |
</TABLE>

The consideration for which the shares have been so alloted is as follows:

----------------------------------  N.A. -----------------------------------



        =================================================================
Loged in the office of the Registrar of Companies &|        For Official Use
Businesses by                                      |---------------------------
Name: PARK CRESCENT SERVICES PTE LTD               | Date of Registration:
Address: 15 Beach Road #03-07                      | Receipt No:
             Beach Centre                          | Checked By:
             Singapore 189677
A/c No:                    Tel No: 336 2827
                           Fax No: 337 2806



<PAGE>



Form 24 Continuation Sheet 1

(Please use continuation sheets if space provided is insuffient)
                                                                            FORM
                                                                             24
Name of Company:           ELVA ASIA PTE LTD

Company No:

3    List of the allottees and an account of the shares  allotted to them are as
     follows:

<TABLE>
<S>                                        <C>
(a) Name                                   (e) + No and class of shares allotted and
(b) Address                                consideration therefor
(c) NRIC/Passport No/Registration No       (f) Date of allotment
(d) Nationality/Country of Incorporation
-----------------------------------------  ------------------------------------------

Elva Inc.                                   499,999 oridnary shares of $1.00 each alloted
222 Lakeview Avenue                         for cash on date of incorporation
Suite 415
West Palm Beach
Florida
United States of America
Regn No: 65-0790761
Incorporated in the United States of America
</TABLE>


Franck  Bernard Alain Crespin 1 ordinary share of $1.00 each alloted for 48A Toh
Tuck Road cash on date of incorporation #02-03 Signature Park
Singapore 596740
P/P: 99AE00942
Fin: F7889057Q
French

* Delete where inapplicable.
+  Please   specify   if  class  of  shares  is  other   than   Ordinary   (i.e.
Preference/Others) and if consideration is otherwise than in cash.
  Details of consideration need not be provided.




<PAGE>



Form 24 Continuation Sheet 2

(Please use continuation sheets if space provided is insuffient)
                                                                         FORM 24
Name of Company:           ELVA ASIA PTE LTD

Company No:

4    Upon the  abovementioned  allotment  of shares,  the  position of the Share
     Capital is as follows:


                               Oridinary             Preference        Others
Authorised Share Capital       $ 100,000.00             |                 |
Issued Share Capital           $   50,000.00           N.A.              N.A.
Paid-up Share Capital          $   50,000.00            |                 |

CERTIFICATE:

I hereby certify, in relation to the abovenamed company, that -

     (a)  the company has more than 500 members;

     (b)  the  company  keeps  its  principal   shares   register  at  (address)
          -------------------------

     (c)  the company  provides  reasonable  accommodation  and  facilities  for
          persons to  inspect  and take  copies of its list of  members  and its
          particulars of shares transferred;

     (d)  the shares referred to in this return were allotted for cash;

     (e)  the  shares   referred  to  in  this  return  were   allotted   for  a
          consideration  other  than cash and the  number of persons to whom the
          shares have been allotted exceeds 500.


Dated:   6 October 2000


                                    Signature: /s/ Franck Bernard Alain Crespin

                               Name of *Director/: FRANCK BERNARD ALAIN CRESPIN

-----------------------------------------
* Delete wher inapplicable
+ This  Certificate  is not to be  completed  if  paragraph  3 of  this  form is
completed.




<PAGE>



                                THE COMPANIES ACT
                                  (CHAPTER 50)
                         Sections 143 (1) and 368 (1)(f)
                                                                            FORM
                                                                              44
                             NOTICE OF SITUATION OF
                            REGISTERED OFFICE AND OF
                             OFFICE HOURS AT TIME OF
                                  REGISTRATION

Name of Company:           ELVA ASIA PTE LTD

Company No:

The Registrar of Companies & Businesses,
Singapore

     The abovenamed company gives notice that at the time of incorporation:

     (a)  its registered office will be situated at:    7500A Beach Road
                                                        #14-306/307 The Plaza
                                                        Singapore 199591



     (b) the days and hours during which the office will be open and  accessible
to the public will be:

                                               Mondays to Fridays
                                              (from 9.00 a.m. to 6.00 p. m.)

Dated this ..6th ..day of ....October ....2000


                                      Signature: /s/ Frank Bernard Alain Crespin
                                      ------------------------------------------

                              Name of *Director/: FRANCK BERNARD ALAIN CRESPIN

-----------------------------------------
* Delete wher inapplicable
        =================================================================
Loged in the office of the Registrar of Companies &|        For Official Use
Businesses by                                      |---------------------------
Name: PARK CRESCENT SERVICES PTE LTD               | Date of Registration:
Address: 15 Beach Road #03-07                      | Receipt No:
             Beach Centre                          | Checked By:
             Singapore 189677
A/c No:                    Tel No: 336 2827
                           Fax No: 337 2806



<PAGE>



                                THE COMPANIES ACT
                                  (CHAPTER 50)
                                 Section 146 (1)
                                                                            FORM
                                                                              45
                           CONSENT TO ACT AS DIRECTOR
                              AND STATEMENT OF NON
                             DISQUALIFICATION TO ACT
                                   AS DIRECTOR

Name of Company:           ELVA ASIA PTE LTD

Company No:

     I .....Frank  Bernard Alain Crespin  ......(Name) of ....48A Toh Tuck Road,
#02-03   Signature  Park,   Singapore  596740   ....(Address),   */Passport  No:
 ...99AE00942  (Fin No: F7889057Q) ..... hereby consent to act as director of the
abovenamed  company  with  effect  from  ...date of  incorporation  ....  and as
required under section 146(1) of the Companies Act, I state as follows:

     (1)  That I am  not  less  than  21  years  of age  and  that I am of  full
          capacity.
     (2)  That I am not an  undischarged  bankrupt in  Singapore or in any other
          foreign jurisdiction.
     (3)  Within a period of 5 years preceding the date of this statement I have
          not had any disqualification order made by the High Court of Singapore
          against me under section 149 or 154(2) of the Act.
**   (4)  That within a period of 5 years  preceding 12 November 1993 I have not
          been convicted whether within or without Singapore, of any offence -
          (a)  in connection  with the  promotion,  formation or management of a
               corporation;
          (b)  involving  fraud or  dishonesty  punishable  on  conviction  with
               imprisonment for 3 months or more; or
          (c)  under  section 157 (failure to act honestly and  diligently  as a
               director or making improper use of company  information for gain)
               or under 339 (failure to keep proper company  accounts  books) of
               the Act.
**   (5)  That within a period of 5 years preceding the date of this statement I
          have not been  convicted,  in Singapore or  elsewhere,  of any offence
          involving   fraud  or  dishonesty   punishable   on  conviction   with
          imprisonment for 3 months or more.
     (6)  That -
          (a)  I have  not  been  convicted  of 3 or  more  offences  under  the
               Compnaies  Act in relation to the  requirements  on the filing of
               returne,  accounts  or  other  documents  with the  Registrar  of
               Companies  and have not had 3 or more  order of the High Court of
               Singapore  made against me under  section 13 or 399 of the Act in
               relation to such requirements; and
          (b)  involving  fraud or  dishonesty  punishable  on  conviction  with
               imprisonment for 3 months or more; or
     (7)  By virtue of the  foregoing  I am not  disqualified  from  acting as a
          director of the above named company.

*Delete wher inapplicable
**Where   the   disqualified   person   is   sentence   to   imprisonment,   his
disqualification takes effect on conviction and continues of a period of 5 years
on his release from prision.




<PAGE>



Form 45 Continuation Sheet 1

Name of Company:           ELVA ASIA PTE LTD
                                                                            FORM
                                                                              45
Company No:

     (8)  That -
          *(a) I have read and understand the above statements; or
          *(b) the above statements were interpreted to me in

                                  -
        -----------------------------------------------------------------------
        by                        -
        -----------------------------------------------------------------------
        NRIC NO:                  -
        -----------------------------------------------------------------------

          before I  executed  this form and I confirm  that the  statements  are
          true. I am also aware that I can be prosecuted in Court if I willfully
          give any information on this form which is false.



                                Signature: /s/ Frank Bernard Alain Crespin
                                         --------------------------------------
                                         FRANK BERNARD ALAIN CRESPIN

         I do hereby certify that the abovenamed  person  appeared before me and
signed the Consent  together  with the  Statement in my presence and that I have
verified his/her identity.



                                Signature: /s/ Toh Kian Leong
                                         --------------------------------------
                                         TOH KIAN LEONG

                        Name of: Approved Company Auditor

Dated this .... 6th .... day of .... October .... 2000

* Delete wher inapplicable
        =================================================================
Loged in the office of the Registrar of Companies &|        For Official Use
Businesses by                                      |---------------------------
Name: PARK CRESCENT SERVICES PTE LTD               | Date of Registration:
Address: 15 Beach Road #03-07                      | Receipt No:
             Beach Centre                          | Checked By:
             Singapore 189677
A/c No:                    Tel No: 336 2827
                           Fax No: 337 2806



<PAGE>




NAME OF COMPANY:                ELVA ASIA PTE LTD
                        --------------------------------


Name: Frank Bernard Alain CRESPIN                 Chinese Characters:      N.A.
Town & Place of Birth: Les Lilas, France          Date of Birth: 12 January 1969
Natinality/Citizenship     (a) Current:    French
                           (b) At Birth: Frenc
Occupation:     Area Manager
Travel Document Number: 99AE00942                 Date of Issue: 26 October 1999
(Please specify: whether PASSPORT/
Certificate of Identity/Document of
Identity/Others)
                              Country of Issue: Singapore
                                    (French Embassy)
Identity Card -FIN- Number: F7889057Q              Date of Issue:   Dec 1999
                              Country of Issue: Singapore
Address In:(a) Singapore        48A Toh Tuck Road
                                #02-03 Signature Park
                                Singapore 596740
            (b) Overseas

            (c) Others
                              N.A.
                              N.A.
Countries of Residence
(if different from Country of Birth)
      Period
From         To               Country

1969         1994             France
1994         1995             United Kingdom
1995         1996             France
1996         Present          Singapore



                                       /s/ Frank Bernard Alain Crespin
                                       -----------------------------------------
                                                         Signature

                                       FRANK BERNARD ALAIN CRESPIN
                                       -----------------------------------------
                                       Name of Person Completing this Form



<PAGE>



                                THE COMPANIES ACT
                                  (CHAPTER 50)
                                 Section 146 (1)
                                                                            FORM
                                                                              45
                           CONSENT TO ACT AS DIRECTOR
                              AND STATEMENT OF NON
                             DISQUALIFICATION TO ACT
                                   AS DIRECTOR

Name of Company:           ELVA ASIA PTE LTD

Company No:

     I  .....Vincent  Cedric  Colnot  ......(Name)  of ....17  rue  Jean-Jacques
Rousseau,  94200 Ivry, France  ....(Address),  */Passport No: ...98IH29410 .....
hereby  consent to act as director of the  abovenamed  company  with effect from
 ...date of  incorporation  ....  and as  required  under  section  146(1) of the
Companies Act, I state as follows:

     (1)  That I am  not  less  than  21  years  of age  and  that I am of  full
          capacity.
     (2)  That I am not an  undischarged  bankrupt in  Singapore or in any other
          foreign jurisdiction.
     (3)  Within a period of 5 years preceding the date of this statement I have
          not had any disqualification order made by the High Court of Singapore
          against me under section 149 or 154(2) of the Act.
**   (4)  That within a period of 5 years  preceding 12 November 1993 I have not
          been convicted whether within or without Singapore, of any offence -
          (a)  in connection  with the  promotion,  formation or management of a
               corporation;
          (b)  involving  fraud or  dishonesty  punishable  on  conviction  with
               imprisonment for 3 months or more; or
          (c)  under  section 157 (failure to act honestly and  diligently  as a
               director or making improper use of company  information for gain)
               or under 339 (failure to keep proper company  accounts  books) of
               the Act.
**   (5)  That within a period of 5 years preceding the date of this statement I
          have not been  convicted,  in Singapore or  elsewhere,  of any offence
          involving   fraud  or  dishonesty   punishable   on  conviction   with
          imprisonment for 3 months or more.
     (6)  That -
          (a)  I have  not  been  convicted  of 3 or  more  offences  under  the
               Compnaies  Act in relation to the  requirements  on the filing of
               returne,  accounts  or  other  documents  with the  Registrar  of
               Companies  and have not had 3 or more  order of the High Court of
               Singapore  made against me under  section 13 or 399 of the Act in
               relation to such requirements; and
          (b)  involving  fraud or  dishonesty  punishable  on  conviction  with
               imprisonment for 3 months or more; or
     (7)  By virtue of the  foregoing  I am not  disqualified  from  acting as a
          director of the above named company.

*Delete wher inapplicable
**Where   the   disqualified   person   is   sentence   to   imprisonment,   his
disqualification takes effect on conviction and continues of a period of 5 years
on his release from prision.




<PAGE>



Form 45 Continuation Sheet 1

Name of Company:           ELVA ASIA PTE LTD
                                                                            FORM
                                                                              45
Company No:

     (8)  That -
          *(a) I have read and understand the above statements; or
          *(b) the above statements were interpreted to me in

                                  -
        -----------------------------------------------------------------------
        by                        -
        -----------------------------------------------------------------------
        NRIC NO:                  -
        -----------------------------------------------------------------------

          before I  executed  this form and I confirm  that the  statements  are
          true. I am also aware that I can be prosecuted in Court if I willfully
          give any information on this form which is false.


                                  Signature: /s/ Vincent Cedric Colnot
                                           ------------------------------------
                                           VINCENT CEDRIC COLNOT

         I do hereby certify that the abovenamed  person  appeared before me and
signed the Consent  together  with the  Statement in my presence and that I have
verified his/her identity.


(SEALOF THE STATE OF CALIFORNIA)
[LEISE PURTLE                                        Signature: /s/ Leise Purtle
COMM.#1261602                            Name of * Notary Public/
NOTARY PUBLIC-CALIFORNIA                                    /
ALAMEDA COUNTY                                              /: Leise Purtle
My Comm.  Expires Apr.  22, 2004]
Dated this ..... 6th ..... day of .... October .... 2000

* Delete where inapplicable.
        =================================================================
Loged in the office of the Registrar of Companies &|        For Official Use
Businesses by                                      |---------------------------
Name: PARK CRESCENT SERVICES PTE LTD               | Date of Registration:
Address: 15 Beach Road #03-07                      | Receipt No:
             Beach Centre                          | Checked By:
             Singapore 189677
A/c No:                    Tel No: 336 2827
                           Fax No: 337 2806



<PAGE>




NAME OF COMPANY:              ELVA ASIA PTE LTD
                        --------------------------------


Name: Vincent Cedric COLNOT                     Chinese Characters:         N.A.
Town & Place of Birth: Moulins, France          Date of Birth: 24 August 1963
Natinality/Citizenship     (a) Current:    French
                           (b) At Birth: French
Occupation:          President
Travel Document Number: 98IH29410               Date of Issue:   26 March 1998
(Please specify: whether PASSPORT/
Certificate of Identity/Document of
Identity/Others)
                              Country of Issue: France
Identity Card Number:          N.A.                        Date of Issue:   N.A.
                              Country of Issue: N.A.
Address In:(a) Singapore                                   N.A.


            (b) Overseas

            (c) Others
                              17 rue Jean-Jacques Rousseau
                              94200 Ivry
                              France
                              N.A.
Countries of Residence
(if different from Country of Birth)
      Period
From         To               Country


                N.A.






                                Signature: /s/ Vincent Cedric Colnot
                                         --------------------------------------
                                                           Signature

                                         VINCENT CEDRIC COLNOT
                                         --------------------------------------
                                         Name of Person Completing this Form



<PAGE>



                                THE COMPANIES ACT
                                  (CHAPTER 50)
                         Section 146(1), 173(6) and 205
                                                                            FORM
                                                                              49
                          RETURN GIVING PARTICULARS IN
                        REGISTER OF DIRECTORS, MANAGERS,
                            SECRETARIES AND AUDITORS
                           AND CHANGES OF PARTICULARS

Name of Company:           ELVA ASIA PTE LTD

Company No:

The *particulars are as follows:

<TABLE>
<S>                             <C>                      <C>
(a) Name                        (c)*NRIC/Passport No     (f) Nature of Appointment/ Change
(b) Reidential Address          (d) Nationality          /Cessation and Effective Date (For
                                (e) Occupation           new companies, state "Appointed with
                                                         effect from date of incorporation")
+    DIRECTORS

Franck Bernard Alain Crespin    P/P: 99AE00942           Appointed with effect from date of
48A Toh Tuck Road               Fin: F7889057Q           incorporation
#02-03 Signature Park           French
Singapore 596740                Area Manager

Vincent Cedric Colnot           P/P: 98IH29410           Appointed with effect from date of
17 rue Jean-Jacques Rousseau    French                   incorporation
94200 Ivry France               President
</TABLE>

Dated ... 6 October 2000 ...

                                    Signature   /s/ Frank Bernard Alain Crespin
                                              ---------------------------------
                                    Name of *Director/
This Form consists of this page                FRANK BERNARD ALAIN CRESPIN
         *and - continuations sheets          ---------------------------------

* Delete where inapplicable.
+Insert headings, ie, Directors, Managers, Secretaries or Auditors
-----------------------------
Note: Attach Annexes for particulars of other  directorships of public companies
or thier  subsidiaries in Singapore.  Changes in respect of NRIC/Passport No and
address notified herin will be updated by the Registry in all other companies of
which the above  persons are officers and  shareholder.  Auditors need only give
their firm's name and address.
        =================================================================
Loged in the office of the Registrar of Companies &|        For Official Use
Businesses by                                      |---------------------------
Name: PARK CRESCENT SERVICES PTE LTD               | Date of Registration:
Address: 15 Beach Road #03-07                      | Receipt No:
             Beach Centre                          | Checked By:
             Singapore 189677
A/c No:                    Tel No: 336 2827
                           Fax No: 337 2806



<PAGE>



                                THE COMPANIES ACT
                                  (CHAPTER 50)
                  Sections 50(2)(b) and (d), 45(1)(h), 109(3),
                    213(8)(a), 368(1)(a), (b), (e), .....etc
                                                                            FORM
                                                                              94
                              GENERAL LODGMENT FORM

Name of Company:           ELVA ASIA PTE LTD

Company No:

Name of person lodging this form:  Franck Bernard Alain Crespin

*/Passport No:                     99AE00942
   Fin No:                         F7889057Q

Address:                           48A Toh Tuck Road, #02-03 Signature Park,
                                   Singapore 596740

Designation:                       Director

1    I, the  abovenamed  person,  hereby lodge the following  document (the text
of which is set out below) in respect of the above mentioned company:

         (1) Nature of document:            Power of Attorne

         (2) Date of document:              7 September 2000

         (3) The text of the document is as follows:
                  *(The document is annexed hereto)

                         The document is annexed hereto

2    This lodgment was compled and signed by me on:   6 October 2000

/s/ Frank Bernard Alain Crespin
--------------------------------------------
Signature of person making lodgment

FRANK BERNARD ALAIN CRESPIN * Delete where inapplicable.
        =================================================================
Loged in the office of the Registrar of Companies &|        For Official Use
Businesses by                                      |---------------------------
Name: PARK CRESCENT SERVICES PTE LTD               | Date of Registration:
Address: 15 Beach Road #03-07                      | Receipt No:
             Beach Centre                          | Checked By:
             Singapore 189677
A/c No:                    Tel No: 336 2827
                           Fax No: 337 2806



<PAGE>



                               POWER OF ATTORNEY
                       ---------------------------------


BY THIS POWER OF  ATTORNEYgiven  on the 7th day of September 2000, Elva, Inc., a
Company  incorporated  in the United States of America and having its registered
office at 222 Lakeview Avenue, Suite 415, West Palm Beach,  FLORIDA, USA, hereby
appoint  Mr Franck  Bernard  Alain  CRESPIN  (Passport  No.  99AE00942  and FIN:
F7889057Q)  of 48A Toh Tuck  Road  #02-03  Signature  Park,  596 740  Singapore,
(hereinafter  called "the attorney") as its true and lawful attorney and tha the
attorney be and is herby authorized to subscribe on behalf of Elva, Inc., to the
Memorandum  and  Articles  of  Association  of a Company to be  incorporated  in
Singapore  and to be known as Elva  Asia Pte Ltd for  49,999  ordinary  share of
S$1.00  each in the  capital  of such  Company  and to sign any other  documents
requiring execution by Elva Inc. relating to the incorporation of such Company.





The Common Seal of Elva Inc.  )
                              )        ELVA, Inc.
is hereunto affixed in the    )        222 Lakeview Avenue, Suite 415
                              )        West Palm Beach
presence of:                   )        FLORIDA 33401 - USA
                              )








/s/ Patrick Misko                          /s/
------------------------------             ------------------------------------
DIRECTOR                                   DIRECTOR/SECRETARY


                                   ELVA, Inc.
       222 Lakeview Avenue, Suite 415 - / West Palm Beach, FL 33401 - USA
                   Tel: (561) 659 65 30 - Fax: (561 659 53 71





<PAGE>

                                                     Original

                                 INLAND REVENUE
                                    AUTHORITY
                                  OF SINGAPORE



                            Certificate of Stamp Duty

 Certificate No.              : 014051-00LA1-1-031929600
 Certificate Issued Date      : 20/12/2000

 User's Reference             : 0007/LS
 Unique Doc. Reference        : 2000122000358
 Description of Document      : Agreement For Lease (Ad Valorem)
 Date of Document             : 20/12/2000

 Property Description         :
 Building                     : 7500A, Beach Road, #14-306/307, Singapore 199591

 Landlord/Lessor              : AGROPURO ENTERPRISES PTE LTD (ROC-198204004N)
 Tenant/Lessee                : ELVA ASIA PTE LTD (ROC - 200009237H)

 Stamp Duty                   : S$ 288.00
 Total Amount                 : S$288.00

 20/12/2000fjc2001
 S$ 288.00
 014051-00LA1-1-031929600

 fl44efb13f92f4daaa1c55628849aa0a











<PAGE>



                                TENANCY AGREEMENT

AN AGREEMENT made on the 20th of December Two Thousand (2000)

BETWEEN

AGROPURO ENTERPRISES PTE LTD

Company  Registration  No:  198204004N  of 7500A  Beach Road  #14-305  The Plaza
Singapore 199591 (hereinafter called "the Landlord" which expression shall where
the  context so admits  include  the person  entitled  for the time being to the
reversion immediately expectant on the term hereby created) of the one part

AND

ELVA ASIA PTE LTD

Company  Registration  No:  200009237H of 7500A Beach Road #14-306/307 The Plaza
Singapore 199591  (hereinafter  called "the Tenant" which expression shall where
the context so admits include the Tenant's  successors and assigns) of the other
part.

NOW IT IS HEREBY AGREED as follows:

1    The Landlord  agrees to let and the Tenant agrees to take all that property
     known  as  7500A  Beach  Road   #14-306/307  The  Plaza  Singapore   199591
     (hereinafter  called  "the said  premises")  together  with the  furniture,
     fixtures and fittings therein belonging to the Landlord (hereinafter called
     "the  furniture")  TO HOLD unto the Tenant from the 16th day of August 2000
     for a term of Two (2) Years,  at the rent of DOLLARS  Three  Thousand  Only
     (S$3,000.00) per month comprising:

     (a)  Dollars Two Thousand  Three  Hundred  Ninety Seven & Cents Thirty Only
          (S$2,397.30) being rental in respect of the said premises;

     (b)  Dollars  Six  Hundred  Two  &  Cents  Seventy  Only  (S$602.70)  being
          maintenance charges; and

     The first payment of Dollars Three Thousand Only  (S$1,500.00) for the rent
     for the period  from 16th  August  2000 to 31 August 2000 is payable on the
     signing of this  Agreement.  Subsequent  payment of Dollars Three  Thousand
     Only   (S$3,000.00)  is  payable  monthly  in  advance  without   deduction
     whatsoever on the 1st day of each month.

2.   The Tenant hereby agrees with the Landlord as follows:

(a)  To pay the said rent at the times and in manner aforesaid.

(b)  To pay a deposit of DOLLARS Six Thousand Only  (S$6,000.00)  being equal to
     Two (2) months rent upon the signing of this Agreement (the receipt whereof
     the Landlord  hereby  acknowledges)  as security  against the breach of any
     term or condition of this  Agreement,  such deposit to be refunded (free of
     interest) at the expiry or lawful termination of this tenancy. This deposit
     shall not be utilised  as set-off  for any rent due and payable  during the
     duration of this Agreement.

                                        2

<PAGE>





(c)  To pay all  charges  due in respect of any  telephones  or other  equipment
     installed at the said premises, including any tax payable thereon.

(d)  To pay all charges for the supply of water, electricity,  gas and any water
     borne sewerage system, any such installations installed or used at the said
     premises, including any tax payable thereon.

(e)  To keep the interior of the said  premises  including the furniture and the
     doors and  windows  thereof in good and  tenantable  repair  and  condition
     throughout  this  tenancy  (fair wear and tear and damage by any act beyond
     the control of the Tenant expected).

(f)  To permit the  Landlord  and its agents,  surveyors  and  workmen  with all
     necessary  appliances  to enter upon the said  premises  at all  reasonable
     times by prior appointment for the purpose whether of viewing the condition
     thereof  or of doing  such  works  and  things as may be  required  for any
     repairs, alterations or improvements whether of the said premises or of any
     parts of any  building  to which  the said  premises  may form a part of or
     adjoin.

(g)  To replace  electric  bulbs,  tubes and other  expendable  items at its own
     expense up to Dollars One Hundred  (S$100.00) per item. Such expenditure in
     excess of Dollars One Hundred (S$100.00) shall be borne by the Landlord.

(h)  To comply with all such rules and  regulations  and terms and conditions as
     may be  imposed  from  time to time on  occupiers  of the  building  by the
     Management  Corporation or other bodies (where  applicable)  for the proper
     management of the same.

(i)  To yield up the said premises at the expiration or sooner  determination of
     this tenancy in such good and  tenantable  repair and condition  (fair wear
     and tear excepted) as shall be in accordance with the conditions, covenants
     and stipulations herein contained and with all locks keys and furniture.

(j)  To keep the  air-conditioning  units installed at and for the said premises
     in good and tenantable repair and condition.

(k)  During the two (2)  months  immediately  preceding  the  expiration  of the
     tenancy  herein  to  permit  the  Landlord  or its  representatives  at all
     reasonable times and by prior  appointment to bring  interested  parties to
     view the said premises for the purpose of letting the same.

(l)  During  the   duration  of  this   tenancy,   allow  the  Landlord  or  its
     representatives  at all reasonable times and by prior  appointment to bring
     any  interested  parties  to view  the  said  premises  in the  event  of a
     prospective  sale thereof.  The said premises shall be sold subject to this
     tenancy.

(m)  Not to make or permit  to be made any  structural  alterations  to the said
     premises.

(n)  Not to use the said  premises or any part  thereof  other than an office in
     connection with and for the purpose of the Tenant's  business and to obtain
     licenses and permits at the Tenant's expenses from the relevant authorities
     where necessary.

(o)  Not to exceed the maximum  electricity load and not to load or permit to be
     loaded on any part  of the  floors  of the  said  premises  weights

                                        3

<PAGE>



     exceeding those Specified by the Landlord,  Management Corporation or other
     bodies (where applicable).

(q)  Not to assign  sublet or part with the  possession  of the said premises or
     any part thereof  without the written consent of the Landlord which consent
     shall  not be  unreasonable  withheld  in the  case  of a  respectable  and
     responsible  tenant.  This prohibition shall not apply to the occupation of
     the said premises or any part thereof by any person or persons  employed or
     engaged by the Tenant or members of the Tenant's family where applicable.

(r)  Not to keep or permit to be kept on the said  premises or any part  thereof
     any  materials of a dangerous  or explosive  nature or the keeping of which
     may contravene any statute or subsidiary legislation.

(s)  Not to do or permit to be done  anything  whereby the policy or policies of
     insurance on the said  premises  against  damage by fire may become void or
     voidable or whereby the premium thereon may be increased.

3.   The Landlord hereby agrees with the Tenants as follows:

(a)  To pay all rates,  taxes,  maintenance  charges and any surcharges thereon,
     assessments and outgoings (except as otherwise  provided in this Agreement)
     which are or may  hereafter  be charged  or  imposed  on the said  premises
     including any surcharges payable thereon.

(b)  To insure the said  premises  against loss or damage by fire and to pay all
     premium thereon.

(c)  To be responsible for the repair and replacement of parts in respect of the
     air-conditioning  units  installed at the said premises save where the same
     are  caused by any act,  default,  neglect or  omission  on the part of the
     Tenant  or any of its  servants  agents  occupiers  contractors  guests  or
     visitors.

(d)  To  maintain  the  structural  condition  of the  said  premises  including
     sanitary  pipes  and  electrical  wiring  and to keep  the roof of the said
     premises in good and tenantable repair and condition.

(e)  That  the  Tenant  paying  the  rent  hereby  reserved  and  observing  and
     performing  the  several  conditions,  covenants  and  stipulations  on the
     Tenant's  part herein  contained  shall  peaceably  hold and enjoy the said
     premises  during this tenancy  without any  interruption by the Landlord or
     any person rightfully claiming under or in trust for the Landlord.

4.   Provided always and it is expressly agreed as follows:

(a)  If the rent hereby  reserved shall not be paid for seven (7) days after its
     due date or if there shall be a breach of any of the conditions,  covenants
     or  stipulations on the part of the Tenant herein  contained,  the Landlord
     shall be entitled to re-enter  upon the said  premises and  thereupon  this
     tenancy shall immediately absolutely determine but without prejudice to any
     right of action of the  Landlord  for damage or otherwise in respect of any
     such breach or any antecedent breach.

(b)  In the event  the rent  remaining  unpaid  seven  (7) days  after  becoming
     payable  (whether  formally  demanded  or not),  it shall be lawful for the
     Landlord to claim interest at ten percent

                                        4

<PAGE>



(10%)per annum on the amount  unpaid  calculated  from after the date due to the
     date of actual payment.

(c)  The  Landlord  shall not be liable to the Tenant or the  Tenant's  servants
     agents or agents or other persons in the said  premises or persons  calling
     upon the Tenant for any accidents happening,  injury suffered, damage to or
     loss of any chattel property sustained on the said premises.

(d)  In case the said premises or any part thereof shall at any time during this
     tenancy be destroyed  or damaged by fire  lightning  riot  explosion or any
     other cause beyond the control of the parties  hereto so as to be unfit for
     occupation and use, then and in every such case (unless the insurance money
     shall be wholly or partially  irrecoverable  by reason solely or in part of
     any  act,  default,  neglect  or  omission  of the  Tenant  or any of their
     servants agents occupiers guests or visitors),  the rent hereby reserved or
     a just and fair  proportion  thereof  according to the nature and extent of
     the  destruction  or damage  sustained  shall be suspended  and cease to be
     payable in respect of any period while the said premises  shall continue to
     be unfit for occupation and use by reason of such destruction or damage.

(e)  In case the said  premises  shall be  destroyed  or damaged  as  aforesaid,
     either  party  shall be at  liberty  by  notice  in  writing  to the  other
     determine this tenancy,  and upon such notice being given,  this tenancy or
     the balance  thereof shall  absolutely  cease and determine and the deposit
     paid hereunder  together with a reasonable  proportion of such advance rent
     as has been paid  hereunder,  where  applicable,  shall be  refunded to the
     Tenant  forthwith  but without  prejudice  to any right of action of either
     party in respect of any antecedent breach of this Agreement by the other.

(f)  The  Landlord  shall on the  written  request of the Tenant  made less than
     three (3) months  before the date of expiry of this  tenancy,  and if there
     shall  not at the  time of  such  request  be any  existing  breach  or any
     non-observance  of any of the conditions,  covenants or stipulations on the
     part of the Tenant herein contained, at the expense of the Tenant, grant to
     the Tenant a tenancy  of the said  premises  for a further  term of One (1)
     year from the date of expiry of this  tenancy at a rent to be agreed  based
     on the prevailing market rent but otherwise containing the like conditions,
     covenants and  stipulations  as are herein  contained with the exception of
     this option for renewal.  In the event of failure to reach  agreement as to
     the rent,  the rent shall be  determined by a valuer to be appointed by the
     Landlord  and  the  Tenant.   The  costs  of  the  valuer  shall  be  borne
     equallybetween the Land lord and the Tenant.

(g)  The waiver by either party of a breach or default of any of the  provisions
     in this  Agreement  shall not be  construed  as a waiver of any  succeeding
     breach of the same or other  provisions  nor any delay or  omission  on the
     part of either  party to exercise or avail  itself of any right that it has
     or may have  herein,  operates  as a waiver of any breach or default of the
     other party.

(h)  Any notice  served under or in any way in  connection  with this  Agreement
     shall be sufficiently  served on the Tenant if left at the said premises or
     delivered  to the  Tenant  personally  or sent to the  Tenant  at the  said
     premises  by  registered  post and  shall  be  sufficiently  served  on the
     Landlord  if  delivered  to  the  Landlord   personally   or  sent  to  the
     abovementioned  address by registered  post.  Any notice sent by registered
     post  shall be deemed to be given at the time when in due course of post it
     would be delivered at the address to which it is sent.

                                        5

<PAGE>



(i)  The stamp duty for stamping this  Agreement in duplicate  shall be borne by
     the Tenant and shall be paid on the date of signing of this Agreement.

(j)  This Agreement shall be subject to the laws of the Republic of Singapore.


IN WITNESS  WHEREOF the parties  have  hereunto set their hands the day and year
first above written.


SIGNED by the Landlord

AGROPURO ENTERPRISES PTE LTD

In the presence of:
Name     : Toll Soo Cainug
NRIC No. : 01138345J
Address  : 22 Rochdale Spou1953


SIGNED by the Tenant

ELVA ASIA PTE LTD

In the presence of:
Name     : Lioenl Wong
NRIC No.:
Address:


                                        6