Exhibit 10.10

================================================================================


                       DATED THIS 2ND DAY OF OCTOBER 1997



                                    AGREEMENT

                                     Between

                        CONSERVER CORPORATION OF AMERICA



                                       And



                                DATO' DAVID CHIU



                                       Re


                            PROVISION OF DEVELOPMENT,
                        CONSULTING AND FINANCIAL SERVICES




                               KADIR, TAN & RAMLI
                                  KUALA LUMPUR

                         ORRICK, HERRINGTON & SUTCLIFFE,
                                    NEW YORK


================================================================================

<PAGE>


AN AGREEMENT made this 2nd day of October, 1997 between Conserver Corporation of
America, a company incorporated in Delaware with its principal office at 3250
Mary Street, Suite 405, Coconut Grove, Florida (USA) 33133 ("Conserver") and
Dato' David Chiu with his principal residence at Unit 11-1-1, Block 11, Tower 2,
Menara Hartamas, Jalan Sri Hartamas 3, Sri Hartamas, 50480 Kuala Lumpur,
Malaysia (the "Stockholder").

WHEREAS, Conserver has entered into or plans to enter into certain agreements
with Sakhalin General Trading and Investments Limited, a company organized with
limited liability under the laws of Cyprus ("SGT"), which agreements remain
subject to approval of a majority of Conserver stockholders, and other
conditions, pursuant to which Conserver has or will acquire rights to invest in
and develop a hotel and casino project in Sakhalin Island, the Russian
Federation (the "Sakhalin Project");

WHEREAS, in consideration of certain agreements of the Stockholder related to
certain project development services, including the financing of the
construction of the Sakhalin Project as more fully described herein, Conserver
has agreed, subject to stockholder approval, (i) to issue upon the execution of
the Agreement one share of Junior Convertible Preferred Stock of Conserver (the
"Preferred Stock") to the Stockholder, which Preferred Stock shall automatically
convert into an aggregate 1,500,000 shares (the "Agreed Shares") of Conserver
Common Stock, par value $.001, on the Issuance Date (as hereafter defined) and
(ii) to transfer to the Stockholder on the Issuance Date such number of shares
of SGTI (the "SGTI Shares") which shall represent a twenty-five percent (25%)
interest in the Sakhalin City Centre Limited, a closed joint stock company
organized under the laws of the Russian Federation ("SCC") and the entity which
is developing the Sakhalin Project; and

WHEREAS, the parties hereto desire to establish in this Agreement agreements
that will regulate certain of their rights and obligations in connection with
the Agreed Shares and certain other matters.

NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the parties
hereto have agreed and by execution of this Agreement hereby do agree to


<PAGE>

                                      2

consummate the aforementioned transactions (the "Transactions") subject to the
terms, conditions, covenants, and agreements contained herein and, in the case
of Conserver, subject to approval of a majority of its stockholders.

1.       SAKHALIN PROJECT; ISSUANCE OF
         AGREED SHARES; TRANSFER OF INTEREST

1.1      [Issuance of Agreed Shares

         In addition to providing project development and consulting services
         with respect to the Sakhalin Project, the Stockholder agrees to use his
         best efforts to secure or procure the necessary debt financing and
         guarantees (on behalf of Conserver and its subsidiaries and affiliates)
         for the complete turnkey construction of the Sakhalin Project, which
         Financing to be on such terms as are mutually acceptable to Conserver,
         the Stockholder, SGTI and SCC (the "Financing"). Upon the execution of
         this Agreement, the Stockholder shall as soon as practicable and with
         due diligence commence discussions with prospective contractors for the
         purpose of (a) settling the detailed building plans of the Sakhalin
         Project as soon as possible and (b) obtaining the Financing within four
         (4) months from the date of this Agreement, or such later date as the
         parties shall reasonably agree taking into account any delay which may
         have been occasioned by causes beyond their mutual control. Conserver
         shall render to the Stockholder the fullest assistance and co-operation
         in all things which are required to enable Stockholder to secure the
         Financing. In particular Conserver shall ensure that all requisite
         approvals for the implementation of the Sakhalin Project shall be
         obtained as expeditiously as possible. Both parties hereto agree that
         time is of the essence for the actual implementation of the Sakhalin
         Project. In consideration of the Stockholder's services hereunder,
         Conserver has agreed, subject to stockholder approval, on the Issuance
         Date (as hereinafter defined) to issue the Agreed Shares to the
         Stockholder upon conversion of the Preferred Stock. "Issuance Date"
         shall mean the date of mutual execution by Conserver or its nominated
         affiliate of a legally enforceable and binding agreement from a lender,
         the terms of which are acceptable to Conserver, SGTI and SCC, to
         provide the Financing. The Preferred Stock shall become automatically

<PAGE>

                                       3

         convertible into the Agreed Shares no later than seven (7) business
         days after the Issuance Date and shall have such other terms as more
         fully set forth in the form of Certificate of Designation attached
         hereto as Exhibit A hereto.

1.2      Representations of Conserver
         Regarding the Agreed Shares

         Conserver hereby represents and warrants to the Stockholder that
         Conserver (i) has and will have the full legal right, power and
         authority to enter into this Agreement and to issue the Preferred Stock
         and the Agreed Shares to the Stockholder on the date hereof and the
         Issuance Date, as applicable, as herein provided, free and clear of any
         Encumbrances, (ii) upon consummation of the Transactions contemplated
         by this Agreement and registration of the Preferred Stock and the
         Agreed Shares in the name of the Stockholder in the stock records of
         Conserver, the Stockholder will acquire good and valid title to the
         Preferred Stock and the Agreed Shares, as applicable, free and clear of
         all Encumbrances and (iii) as of the date hereof, has the
         capitalization set forth on Schedule 1 hereto.

1.3      Transfer of the SGTI Shares

         On the Issuance Date, subject to stockholder approval, in consideration
         of the Stockholder's services hereunder, Conserver shall sell, assign,
         transfer, convey, and deliver to the Stockholder all its right, title,
         and interest in and to the SGTI Shares.

1.4      Representations of Conserver
         Regarding the SGTI Shares

         Conserver hereby represents and warrants to the Stockholder that
         Conserver or its nominated affiliate on the Issuance Date (i) shall be
         the sole owner of record and the sole beneficial owner of the SGTI
         Shares which shall represent 38.46% of the shares of the capital stock
         of SGTI, which in turn shall represent a 25% interest in the
         outstanding capital stock of SCC, (ii) that it will have or have had at
         all relevant times the full legal right, power and authority to enter
         into this Agreement and to sell, assign, transfer and deliver the SGTI
         Shares to the Stockholder on the Issuance Date as herein provided,
         (iii) upon consummation of the Transactions contemplated by this
         Agreement and registration of the SGTI Shares in the name of the
         Stockholder in the stock records of SGTI, the Stockholder will acquire
         good and valid title to the SGTI Shares, free and clear of all

<PAGE>

                                        4

         Encumbrances, except for any first priority lien or mortgage lien in
         favor of the lender(s) providing and/or securing the Financing and (iv)
         the SGTI Shares shall rank on a pari passu basis with the other
         outstanding ordinary shares of SGTI.

1.5      Representations of Stockholder

         Stockholder hereby represents and warrants to Conserver that it has the
         full legal right, power and authority to enter into this Agreement and
         neither the consummation of the actions contemplated hereby or thereby
         on the part of Stockholder or any of its affiliates violates any law,
         rule, regulation, or order, or conflicts with or will result in the
         breach of any of the terms, conditions or provisions of, or constitute
         a default under, any agreement, indenture, instrument or undertaking to
         which Stockholder or any of his affiliates by which he, they or their
         respective properties are bound.

2.       CERTAIN MATTERS RELATING TO THE PREFERRED
         STOCK, AGREED SHARES, AND THE SGTI SHARES

2.1      Investment Representations of the Stockholder

         The Stockholder acknowledges that the acquisition of the Preferred
         Stock, the Agreed Shares and the SGTI Shares is a highly speculative
         investment. This Agreement is made in reliance upon the express
         representations and warranties of the Stockholder that: (1) the
         Stockholder is able, without impairing his financial condition, to hold
         the Preferred Stock, the Agreed Shares and the SGTI Shares for an
         indefinite period of time and to suffer a complete loss on his
         investment; (2) the Stockholder has discussed Conserver and its plans,
         operations and financial condition with its officers and he has
         received all such information as he deems necessary and appropriate to
         enable him to evaluate the financial risk inherent in making an
         investment in the Preferred Stock, the Agreed Shares and the SGTI
         Shares and has received and had access to satisfactory and complete
         information concerning the business and financial condition of the
         Stockholder in response to his inquiries in respect thereof; (3) the
         Preferred Stock, the Agreed Shares and the SGTI Shares are being
         acquired for such Stockholder's own account for investment and not with
         a view to, or for sale in connection with, the distribution thereof,
         nor with any present intention of distributing or selling the same; (4)
         the Stockholder either (A) has a pre-existing business or personal
      
<PAGE>

                                       5

         relationship with Conserver or any of its officers, directors or
         controlling persons or (B) could be reasonably assumed to have the
         capacity to evaluate the merits and risks of an investment in Conserver
         and to protect Stockholder's own interests in connection with this
         transaction by reason of Stockholder's business or financial experience
         or the business or financial experience of Stockholder's professional
         advisors who are unaffiliated with and who are not compensated by
         Conserver or any affiliate or selling agent of Conserver, directly or
         indirectly; (5) Stockholder's principal residence is located at the
         address indicated at the beginning of this Agreement; and (6) the
         Preferred Stock and the Agreed Shares may not be sold without
         registration under the Securities Act of 1933, as amended (the "Act"),
         or an exemption therefrom.

2.2      Legends on Certificates

          Until such time as the Preferred Stock and the Agreed Shares shall
          have been registered under the Act, or shall have been transferred in
          accordance with an opinion of counsel satisfactory to Conserver that
          such registration is not required, stop transfer instructions shall be
          issued to Conserver's transfer agent, and so long as required under
          the Act or the regulations promulgated thereunder, the certificate(s)
          representing the Preferred Stock and the Agreed Shares shall bear
          substantially the following legend:

                  The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended (the
                  "Act"). These securities have not been acquired with a view to
                  distribution or resale, and may not be sold, exchanged,
                  mortgaged, pledged, hypothecated or otherwise transferred
                  without an effective registration statement for such shares
                  under the Act, as amended, and any applicable state laws, or
                  an opinion of counsel satisfactory to Conserver Corporation of
                  America that registration is not required under such Act or
                  under applicable laws.

         So long as this Agreement is in effect stop transfer instructions shall
         be issued to Conserver's transfer agent, if any, or, if Conserver
         transfers its own securities, a notation shall be made in the
         appropriate records of Conserver with respect to the Preferred Stock
         and the Agreed Shares, and so long as required, the certificate(s)
         representing the Preferred Stock and the Agreed Shares shall bear
         substantially the following legend:

<PAGE>

                                       6

                  The securities represented by this certificate are subject to
                  restrictions on voting and transfer and may not (nor may any
                  interest therein), directly or indirectly, voluntarily or
                  involuntarily, be sold, exchanged, mortgaged, pledged,
                  hypothecated, given, bequeathed, transferred, assigned,
                  encumbered, alienated, or in any other way whatsoever be
                  disposed of except in accordance with and subject to all the
                  terms and conditions of a certain Agreement dated as of
                  October 2, 1997, a copy of which is on file at the principal
                  office of Conserver Corporation of America.

2.3      Restrictions on Transfer of the Preferred Stock,
         the Agreed Shares and the SGTI Shares

         The Stockholder shall not for a period of three years from the date of
         issuance or transfer, as applicable, of the Preferred Stock, the Agreed
         Shares or the SGTI Shares, voluntarily or involuntarily, directly or
         indirectly, sell, contract to sell, grant a right to purchase,
         exchange, mortgage, pledge, hypothecate, give, bequeath, transfer,
         assign, encumber, alienate or in any other way whatsoever dispose of
         (hereinafter collectively called "Transfer") any of the Preferred
         Stock, the Agreed Shares or the SGTI Shares, including any options and
         warrants with respect to the Preferred Stock, the Agreed Shares or the
         SGTI Shares received by way of dividend or upon an increase, reduction,
         substitution or reclassification or combination of stock of Conserver
         or SGTI, or upon any reorganization of Conserver or SGTI, as
         applicable. Notwithstanding any of the foregoing, the Stockholder may
         transfer the Preferred Stock, the Agreed Shares and the SGTI Shares to
         any subsidiary or affiliate of the Stockholder, subject to Conserver's
         consent, such consent which shall not be unreasonably withheld.

2.4      Covenant Regarding Issuance of Shares in SGTI

         Conserver hereby agrees that so long as the Stockholder continues to
         hold the SGTI Shares, Conserver will not cause SGTI to issue additional
         ordinary shares without the prior approval of the Stockholder except
         for issuances made in connection with the Financing or under
         circumstances where the Stockholder is offered the option to invest in
         SGTI on the same terms.

<PAGE>

                                       7

2.5      Voting Agreement

         The Stockholder and Conserver hereby agree that until three years from
         the Issuance Date, the Stockholder agrees to give Conserver by
         execution of this Agreement and in order to secure the rights set forth
         above, an irrevocable proxy of Stockholder, with full power of
         substitution, to vote on all matters as Conserver deems appropriate,
         with respect to the Preferred Stock (to the extent the Preferred Stock
         has any statutory voting rights) and the Agreed Shares at all meetings
         of the stockholders of Conserver and by means of any written consent of
         stockholders with respect to all matters. Conserver hereby designates
         Charles H. Stein, the Chairman, President and Chief Executive Officer
         of Conserver as the authorized person to exercise the aforementioned
         voting rights on behalf of Conserver, and, unless Charles H. Stein
         shall for whatever reason become incapacitated so to act, Conserver
         shall not appoint another person to exercise such rights.

2.6      Repurchase of Agreed Shares

         In the event that Stockholder wishes to sell all or any part of the
         Agreed Shares after the period provided in Section 2.3, Conserver shall
         have the first option to purchase all or any part of such Agreed Shares
         from the Stockholder. Stockholder shall give Conserver written notice
         thereof of its intent to sell any or all of the Agreed Shares.
         Conserver shall have a right to purchase all or a portion of said
         shares at a price equal to the (i) closing price per share as reported
         on the Nasdaq (as reported in the Wall Street Journal) on the date
         written notice is given to Conserver or (ii) the price offered to the
         Stockholder by an unaffiliated third party (not a competitor of
         Conserver) in an irrevocable and unconditional bona fide written offer
         (the "Bona Fide Offer"), as applicable. Conserver shall have the right
         to purchase all or a portion of the Agreed Shares by giving the
         Stockholder written notice no later than ten (10) business days after
         written notice is provided to Conserver. In the event that Conserver
         fails to exercise its option pursuant to this Section 2.6, Stockholder
         shall have the right to sell the Agreed Shares or any of the Agreed
         Shares to such third party at the price offered to Conserver without
         any further obligations to sell the same to Conserver. If, however, any

<PAGE>

                                       8

         or all of the Agreed Shares are not sold pursuant to the Bona Fide
         Offer within thirty (30) days from the receipt by Conserver of the
         Stockholder's notice of intent to sell, the unsold Agreed Shares shall
         remain subject to the terms of this Agreement.

2.7      Repurchase of the SGTI Shares

         Notwithstanding the provisions of Section 2.3, in the event that
         Stockholder wishes to sell all or any part of the SGTI Shares,
         Conserver shall have the first option to purchase all or any part of
         the SGTI Shares from the Stockholder. Stockholder shall give Conserver
         written notice thereof of its intent to sell any or all of the SGTI
         Shares. Conserver shall have a right to purchase all or a portion of
         the SGTI Shares at a price equal to the (i) price which shall be
         determined by an independent appraisal performed by a mutually
         acceptable, internationally-recognized appraiser (an "Independent
         Appraisal"), the cost of which shall be split between the parties (the
         parties hereto agree that such appraisal shall be conclusively accepted
         as the fair value of the SGTI Shares) or (ii) the price offered to the
         Stockholder by an unaffiliated third party (not a competitor of
         Conserver) in a Bona Fide Offer, as applicable. Conserver shall have
         the right to purchase the SGTI Shares by giving the Stockholder written
         notice no later than ten (10) business days after written notice is
         provided to Conserver. In the event that Conserver fails to exercise
         its option pursuant to this Section 2.7, Stockholder shall have the
         right to sell the SGTI Shares to such third party at the price offered
         to Conserver without any further obligations to sell the SGTI Shares to
         Conserver. If, however, any or all of the SGTI Shares is not sold
         pursuant to the Bona Fide Offer within thirty (30) days from the
         receipt by Conserver of the Stockholder's notice of intent to sell, the
         unsold Agreed Shares shall remain subject to the terms of this
         Agreement.

3.       NON-WAIVER

3.1      No failure or delay on the part of either party hereto in
         exercising any power or right hereunder shall operate as a waiver
         thereof, nor shall any single or partial exercise of such right or
         power preclude any other or further exercise thereof or the exercise of
         any other right or power herein.

<PAGE>

                                       9

4.       CONSENTS AND APPROVALS

4.1      The parties hereto agree that as soon as possible after the execution
         of this Agreement they will take all necessary steps to obtain any
         necessary or appropriate governmental approvals or permits to
         consummate the Transactions. The parties hereto acknowledge and agree
         that if the structure of the Transactions requires amendment to, among
         other things, achieve more favorable tax and accounting treatment for
         Conserver, each party shall cooperate with the other to take all action
         necessary (not to the material detriment of either party) to amend the
         terms or structure of the Transactions, as appropriate, while
         preserving the economic benefits to each party as provided herein.

5.       TRADE SECRETS

5.1      Each of the parties hereto hereby agrees:

             (a)      that any technical, economic, commercial, financial and
                      other information which is secret or confidential and is
                      acquired from any party hereto or from any entity directly
                      or indirectly affiliated with such party or from Conserver
                      or the Stockholder shall be kept strictly secret and
                      confidential and shall not be used for its or his own
                      benefit or be disclosed to any third party and that all
                      reasonable steps shall be taken to prevent the disclosure
                      thereof to third parties by its or his employees or
                      others;

             (b)      that on the termination of this Agreement for any reason
                      all documents given by one party to the other party giving
                      it consider to be confidential shall be returned to such
                      party by the other;

             (c)      that the covenants and obligations of this Clause shall
                      survive expiration or termination of this Agreement and
                      the parties hereto shall continue to observe them
                      regardless of whether its rights hereunder shall be
                      terminated or it shall cease to be a party hereto or the
                      Stockholder holds shares on Conserver, except and until
                      either party can reasonably demonstrate to the other that
                      any specific information previously regarded as secret or
                      confidential has entered the public domain through no act
                      or default of such party.


<PAGE>

                                       10

6.       ARBITRATION

6.1      Each party hereto shall use all reasonable efforts to resolve amicably
         any controversy or dispute arising out of or relating to this
         Agreement, including reasonable efforts to resolve any controversy or
         dispute by consultation between the chairmen of each party hereto in
         the event that any controversy or dispute is not otherwise amicably
         resolved. If any dispute or difference shall arise between the parties
         hereto touching any clause, matter or thing herein contained or the
         operation or construction thereof or any matter or thing in any way
         connected with this Agreement or the rights, duties or liabilities of
         either party under or in connection with this Agreement, then and in
         every such case the dispute or difference shall be referred to a single
         arbitrator in case the parties agree upon one and otherwise to two
         arbitrators one to be appointed by each party and in either case in
         accordance with and subject to the provisions of the International
         Chamber of Commerce or any statutory modification or re-enactment
         thereof for the time being in force and such arbitration shall be held
         in the City of London, England or in such other place as the parties
         shall mutually agree.

7.       NOTICES

7.1      Any notices or communications required or permitted to be given
         hereunder shall be in writing (including telegraphic, telecopy, telex
         or cable communications) and mailed, telegraphed, telecopied,
         telexed, cabled or personally delivered to the party at the address
         specified at the beginning of this Agreement or at such other address
         or number as the recipient shall previously have designated by
         written notice to the other party in the manner specified herein.
         Notice shall be deemed to have been given and delivered to any party
         hereto on the date of the addressee's receipt thereof. All notices
         and communications hereunder, and all documents or instruments
         delivered in connection with this Agreement shall be in the English
         language and in the event of any conflict, the English version of any
         such documents or instruments shall govern in all circumstances.



<PAGE>

                                       11

8.       MISCELLANEOUS

8.1      Applicable Law

         The validity, construction and performance of this Agreement shall be
         governed by this Agreement shall be interpreted in accordance with the
         laws of England and any arbitration initiated hereunder shall apply the
         laws of such country.

8.2      Assignment

         This Agreement and all rights and obligations hereunder are personal as
         to the parties hereto and neither of the parties hereto shall assign or
         attempt to assign any such rights or obligations without the prior
         consent of the other duly given in writing.

8.3      No Partnership

         Nothing in this Agreement shall be deemed to create a partnership
         between the parties hereto.

8.4      Severability

         Each Clause hereof shall be deemed to be independent and the invalidity
         of any such Clause which may be unenforceable as contrary to the
         principles of law of any country shall not affect the validity of any
         other Clause of this Agreement.

8.5      Counterpart Signatures

         This Agreement may be executed in any number of counterparts, each of
         which shall be deemed to be an original and all of which shall
         constitute one and the same agreement.

8.6      Mutual Intentions

         The parties hereto recognize and accept that it is impracticable to
         provide herein for every contingency that may arise in the course of
         the performance of the terms and conditions contained in this Agreement
         or in the operation of the Transactions contemplated hereby and
         accordingly they hereby declare it to be their mutual intention that in
         all cases they shall each of them use their best endeavors to ensure
         that this Agreement shall operate as between themselves fairly and
         equitably.


<PAGE>

                                       12

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



SIGNED by Charles H. Stein                  )
                                            )              /s/
for and on behalf of Conserver              )
in the presence of:-                        )




               /s/
         LOW YONG SUAN
         ADVOCATE & SOLICITOR
         KUALA LUMPUR

--------------------------




SIGNED by DATO' DAVID CHIU                  )
the Stockholder in the                      )              /s/
presence of:-                               )




               /s/
         LOW YONG SUAN
         ADVOCATE & SOLICITOR
         KUALA LUMPUR

--------------------------




<PAGE>


<TABLE>
<CAPTION>

                                                                                                        Schedule 1


               Capitalization of Conserver Corporation of America

                       As of September _____________,1997

<S>                                                                                                   <C>

Before Transactions

         Shares of Common Stock
                Par Value $.001 Issued and Outstanding                                                  6,712,904

         Shares of Preferred Stock
                Par Value $.0l; 5,000 authorized;
                zero issued and outstanding                                                                    -

         Warrants, Options and Notes Convertible or
                Exercisable into Common Stock                                                           3,612,500
                                                                                                      ------------
         Total Shares of Common Stock Outstanding
                on a Fully Diluted Basis                                                               10,325,404
                                                                                                      ------------
After Transactions and Stockholder Approval

         Shares of Common Stock
                Par Value $.001 Issued and Outstanding                                                  6,712,904

         Shares of Preferred Stock par Value $.0l; 5,000,000 Authorized; One
                Share of Junior Convertible Preferred Outstanding until
                Conversion.

         Shares of Common Stock Proposed to be Issued For:

                Shares of SGTI                                                                          2,000,000

                Hotel Management Contract                                                               2,000,000

                Sakhalin Construction Financing                                                         1,500,000
                                                                                                      ------------
         Proposed Private Placement of                                                                        ** 
                $9,000,000-$10,000,000 in shares of
                Common Stock, based upon a discount to the market price at the
                time of the placement



----------------
**Not available


</TABLE>

<PAGE>

<TABLE>

<S>                                                                                                  <C> 

Assumed Total Shares of Common Stock                                                                   12,212,904
        Outstanding

Existing or Proposed Warrants,
        Options and Notes Convertible
        or Exercisable into Common Stock*                                                               4,212,500
                                                                                                      ------------
Total Shares of Common Stock Outstanding
        on a Fully Diluted Basis                                                                       16,425,404
                                                                                                      ------------

</TABLE>

----------------
*Excludes shares of common stock issuable upon exercise of stock options 
available for grant under Conserver's  option plan.

<PAGE>




                                    Exhibit A

                           CERTIFICATE OF DESIGNATION

                                       of

                       JUNIOR CONVERTIBLE PREFERRED STOCK

                                       for

                        CONSERVER CORPORATION OF AMERICA


          Conserver Corporation of America, a Delaware corporation ("the
Corporation"), pursuant to the provisions of Section 11 of the General
Corporation Law of the State of Delaware, does hereby make this Certificate of
Designation and does hereby state and certify that pursuant to the authority
expressly vested in the Board of Directors of the Corporation by the Certificate
of Incorporation of the Corporation, the Board of Directors duly adopted the
following resolutions, which resolutions remain in full force and effect as of
the date hereof:

         RESOLVED, that, pursuant to Article FOURTH of the Certificate of
Incorporation of the Corporation, the Board of Directors hereby authorizes the
issuance of, and fixes the designation and preferences and relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions, of a series of Junior Convertible Preferred Stock
consisting of one (1) share, par value $0.01, to be designated "Junior
Convertible Preferred Stock" ("the Preferred Share").

         RESOLVED, that the Preferred Share shall be subject to the following
terms and provisions:

         1. Dividends. The holder of the Preferred Share shall be entitled to
receive out of any assets legally available therefor dividends at the annual
rate of ten cents ($.10) per Preferred Share, per annum payable on December 31
of each year, commencing December 31, 1997, when and as declared by the Board of
Directors, in preference and priority to any payment of any dividend on the
Common Stock (as defined below) or any other class or series of stock of the
Corporation.

         2. Liquidation Preference. In the event of any liquidation, dissolution
or winding up of the Corporation, either voluntary or involuntary, the holder of

<PAGE>

                                       2

the Preferred Share shall be entitled to receive, prior and in preference to any
distribution of any assets of the Corporation to the holders of any other class
or series of shares, the amount of $1.00 per Preferred Share ("the Liquidation
Preference").

         3. Issuance of Preferred Share. The Preferred Share shall be issued by
the Corporation pursuant to and in accordance with an agreement to be entered
into between the Corporation and Dato' David Chiu dated as of October 2, 1997
with respect to the financing of the construction of a hotel and casino project
in Sakhalin Island, the Russian Federation (the "Preferred Stock Agreement").

         4. Conversion. The Preferred Share shall automatically convert on the
Issuance Date, as hereinafter defined, into one million five hundred thousand
(1,500,000) shares of common stock, par value $0.001 of the Corporation (the
"Common Stock"), free and clear of any liens, claims or encumbrances, on the
following terms and conditions. The "Issuance Date" shall have the meaning
ascribed to it in the Preferred Stock Agreement.

                  (a) Mechanics of Conversion. To convert the Preferred Share
into shares of Common Stock, the holder of the Preferred Share shall give
written notice ("Conversion Notice") to the Corporation in the form of Exhibit A
hereto (which Conversion Notice may be given by facsimile transmission) stating
that such holder elects to convert the same and shall state therein the name or
names in which such holder wishes the certificate or certificates for Common
Stock to be issued (the date of such Conversion Notice shall be referred to
herein as the "Conversion Date"). The Conversion Date may not occur before the
Issuance Date. Such holder shall surrender the certificate representing the
Preferred Share being converted duly endorsed, at the office of the Corporation
or of any transfer agent for such shares. The Corporation shall, upon receipt of
such Conversion Notice, issue and deliver to or upon the order of the holder,
against delivery of the certificate representing the Preferred Share which has
been converted, a certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled (with the number of and
denomination of such certificates designated by such holder). The conversion

<PAGE>
                                       3

pursuant to this Section 4 shall be deemed to have been made immediately prior
to the close of business on the Conversion Date. The person or persons entitled
to receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock at the close of business on the Conversion Date.

                  (b) Distributions. In the event the Corporation shall at any
time or from time to time make or issue, or fix a record date for the
determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in securities of the Corporation or any of its direct
or indirect subsidiaries other than additional shares of Common Stock, then in
each such event, in addition to the number of shares of Common Stock receivable
upon conversion, provision shall be made so that the holder of the Preferred
Share shall receive, upon the conversion thereof, the securities of the
Corporation or such subsidiary which they would have received had they been the
owners on the date of such event of the number of shares of Common Stock
issuable to them upon conversion.

                  (c) Notice of Record Date. In the event of any taking by the
Corporation of a record date of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, any security or right convertible into or
entitling the holder thereof to receive additional shares of Common Stock, or
any right to subscribe for purchase or otherwise acquire any shares of stock of
any class or any other securities or property, or to receive any other right,
the Corporation shall deliver to the holder of the Preferred Share at least 20
days prior to the date specified therein, a notice specifying the date on which
any such record is to be taken for the purpose of such dividend, distribution,
security or right and the amount and character of such dividend, distribution,
security or right.

                  (d) Reservation of Stock Issuable Upon Conversion. The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common, solely for the purpose of effecting the
conversion of the Preferred Share, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of the Preferred
Share, and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of the Preferred Share,
the Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose,
including without limitation engaging in best efforts to obtain the requisite


<PAGE>
                                       4

shareholder approval. Without in any way limiting the foregoing, so long as the
Preferred Share remains outstanding the Corporation agrees to reserve and at all
times keep available solely for purposes of conversion of the Preferred Share
such number of authorized but unissued shares of Common Stock that is set forth
in the Preferred Stock Agreement.

                  (e) Reorganization or Merger; Going Private. In case of any
reorganization or any reclassification of the capital stock of the Corporation
or any consolidation or merger of the Corporation with or into any other
corporation or corporations or a sale of all or substantially all of the assets
of the Corporation to any other person, then, as part of such reorganization,
consolidation, merger or sale, if the holders of shares of Common Stock receive
any publicly traded securities as part or all of the consideration for such
reorganization, consolidation, merger or sale, then provision shall be made such
that the Preferred Share shall thereafter be convertible into such new
securities at a conversion price which places the holder of the Preferred Share
in an economically equivalent position as it would have been if not for such
event. In addition to the foregoing, if the holders of shares of Common Stock
receive any non-publicly traded securities or other property or cash as part or
all of the consideration for such reorganization, consolidation, merger or sale,
then such distribution shall be treated as a distribution under Section 4(b)
above and such Section shall govern such distribution.

         5. Voting Rights. The holder of the Preferred Share shall have no
voting rights.

         6. Nontransferable. The Preferred Share is being issued to Dato' David
Chiu and is not transferable without the written consent of the Corporation
except in accordance with the terms of the Preferred Stock Agreement.

         7. Redemption. The Preferred Share may be redeemed at the option of the
Corporation, at any time after 2nd October 1998 for cash in an amount per share
equal to the Liquidation Preference set forth in Section 2 hereof.



<PAGE>

                                       5

         IN WITNESS WHEREOF, Conserver Corporation of America has caused this
Certificate to be signed by its Chief Executive officer and attested by its
Secretary this ____________ day of _______________ 1997.


                                             CONSERVER CORPORATION OF AMERICA



                                    By:  ______________________________________
                                         Charles H. Stein
                                         Chief Executive Officer



ATTEST:




-----------------------
Gerald M. Breslauer
Secretary



<PAGE>



                                    EXHIBIT A



                            (To be Executed by Holder
                    in order to Convert the Preferred Share)


                                CONVERSION NOTICE
                                       FOR
                       JUNIOR CONVERTIBLE PREFERRED STOCK


The undersigned, as a holder ("Holder") of the Junior Convertible Preferred
Stock ("Preferred Shares") of Conserver Corporation of America ("the
Corporation"), hereby irrevocably elects to convert the Preferred Share for
shares of common stock, par value $0.001 per share ("the Common Stock"), of the
Corporation according to the terms and conditions of the Certificate of
Designation for the Preferred Share as of the date written below. The
undersigned hereby requests that share certificates for the Common Stock to be
issued to the undersigned pursuant to this Conversion Notice be issued in the
name of, and delivered to, the undersigned or its designed or its designee as
indicated below. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Certificate of Designations.

Conversion Date:  _________________

Conversion Information:  NAME OF HOLDER:  ______________________________________

                          By:  _________________________________________________
                               Print Name:
                               Print Title:

                               Print Address of Holder:

                               _________________________________________________

                               _________________________________________________
                               Issue Common Stock to:  _________________________
                               at:  ____________________________________________

                               _________________________________________________

                               _________________________________________________


if Common stock is to be Issued to a person other than Holder, Holder's
signature must be guaranteed below:

SIGNATURE GUARANTEED BY:

-----------------------------