EXHIBIT 3(i).5


                           THE COMPANIES ACT, CAP. 50

                              REPUBLIC OF SINGAPORE




                                ELVA ASIA PTE LTD


                                 Incorporated on

                          the 30th day of October 2000






                                   Memorandum


                                       and

                             Articles of Association




                                   ===========
                        PRIVATE COMPANY LIMITED BY SHARES
                                   ===========




<PAGE>




                                     FORM 9
                           THE COMPANIES ACT, CAP. 50
                                  Section 19(4)



Company No:
200009237H





                      -------------------------------------
                 CERTIFICATE OF INCORPORATION OF PRIVATE COMPANY
                      -------------------------------------






               This  is  to   certify   that  ELVA  ASIA  PTE  LTD  is

          incorporated under the Companies Act, Cap. 50, on 30/10/2000

          and that the company is a private company limited by shares.

          Given under my hand and seal on 30/10/2000








                                  Ms Janice Aw
                 Senior Asst Registrar of Companies & Businesses
                              Republic of Singapore




<PAGE>



                           THE COMPANIES ACT, CAP. 50
                             ----------------------
                            COMPANY LIMITED BY SHARES
                             ----------------------
                            MEMORANDUM OF ASSOCIATION

                                       OF

                                ELVA ASIA PTE LTD

                   (Incorporated in the Republic of Singapore)
                             ----------------------


1.   The name of the Company is ELVA ASIA PTE LTD.

2.   The  registered  office of the Company  will be situate in the  Republic of
     Singapore.

3.   The objects for which the Company is established are:-

(a)  To carry on business of manufactures,  assemblers,  installers,  importers,
     exporters,  buyers,  sellers,  traders,  general  merchants,   wholesalers,
     retailers,  suppliers,  storers,  warehousers,  brokers, commission agents,
     general   agents,   del   credere   agents,   manufacturer's   agents   and
     representatives,   auctioneers,   appraisers,   valuers,  factors,  general
     carriers, removers, packers, distributors of and dealers in microelectronic
     components,  chips,  parts,  products and accessories  namely VocaliD smart
     cards including its requisites and supplies to business,  commerce,  trade,
     industry and government or local or other  authority in all their branches,
     and generally to acquire  rights,  licences,  privileges and concessions of
     any kind likely to be  conducive to the objects of the Company and to grant
     licences or rights in connection therewith.

(b)  To develop, design, improve, update, produce, package, market,  distribute,
     buy, sell,  license,  provide,  advertise,  import export install,  revise,
     operate,  support,  service  and  maintain  computer  software,  equipment,
     accessories,  spare and replacement parts, disks,  component parts, gadgets
     and products  associated with VocaliD system  implementation  involving its
     leading-edge  technology;  to provide  management and technical  consultant
     services  in  relation  to  VocaliD  systems  and  processes  for firms and
     corporations  engaged in business  with the company  and in  particular  to
     advise upon, direct, co-ordinate, supervise, control or manage the software
     installation,  system  maintenance  and repair,  selection,  configuration,
     recommendation, data processing or other systems and facilities, and to act
     as directors, managers,  consultants,  technical advisers or administrators
     of any such corporation,  company, firm, person, public body,  organization
     or authority in all parts of the world

(c)  To carry out research and development work,  investigation and experimental
     work and the application and use of technologies,  technical innovations or
     other  processes in relation to all or any of the businesses of the Company
     especially in the field of microelectronics for business,  commerce,  trade
     industry and governments or local authority in all their branches.



<PAGE>


                                        2

(d)  To develop and turn to account any land acquired by or in which the Company
     is  interested,  and in particular by laying out and preparing the same for
     building  purposes,   constructing,   altering  pulling  down,  decorating,
     maintaining,   furnishing,  fitting  up  and  improving  building,  and  by
     planting, paving, draining, farming, cultivating, letting on building lease
     or building agreement, and by advancing money to and entering into contract
     and arrangements of all kinds with builders, tenants and others.

(e)  To purchase or otherwise  acquire for investment lands,  houses,  theaters,
     building,  plantations,  and immovable  property of any  description or any
     interest therein.

(f)  To  purchase,  establish  and  carry  on  business  as  general  merchants,
     manufacturers,   importers,  exporters,  commissions  agents,  del  credere
     agents, removers, packers, storers, storekeepers, factors and manufacturers
     of and dealers in foreign and local produce,  manufactured goods,  material
     and general  merchandise and to import, buy, prepare,  manufacture,  render
     marketable,  sell, barter,  exchange,  pledge, charge, make advances on and
     otherwise  deal  in or  turn  to  account,  produce  goods,  materials  and
     merchandise  generally either in their prepared,  manufactured or raw state
     and to undertake,  carry on and execute all kinds of commercial trading and
     other manufacturing operations and all business whether wholesale or retail
     usually carried on by Eastern merchants.

(g)  To buy, sell manufacture,  repair,  alter,  improve,  exchange,  let out on
     hire,  import,  export  and deal in all  works,  plant,  machinery,  tools,
     utensils, appliances,  apparatus, products, materials, substances, articles
     and  things  capable of being used in any  business  which this  company is
     competent  to carry on or required by any  customers  of or persons  having
     dealings  with the company or commonly  dealt in by persons  engaged in any
     such business or which may seem capable of being  profitably  dealt with in
     connection therewith and to manufacture, experiment with, render marketable
     and deal in all  products  of residual  and  by-products  incidental  to or
     obtained in any of the businesses carried on by the company.

(h)  To purchase or otherwise  acquire and hold and charter ships and vessels of
     all kinds.

(i)  To purchase take on lease or in exchange hire or otherwise acquire any real
     or personal  property  licences rights or privileges  which the company may
     think  necessary  or  convenient  for the  purposes of its  business and to
     construct,   maintain  and  alter  any  buildings  or  works  necessary  or
     convenient for the purposes of the company.

(j)  To purchase or otherwise acquire,  issue, re-issue,  sell and place shares,
     stocks, bonds, debentures and securities of all kinds.

(k)  To  apply  for   purchase  or  otherwise   acquire  any  patents,   brevets
     d'invention, licences concessions and the like, conferring any exclusive or
     non-exclusive or limited right to use or any secret or other information as
     to any  invention or  preparation  which may seem capable of being used for
     any of the  purposes  of the company or the  acquisition  of which may seem
     calculated  directly  or  indirectly  to benefit  the  company  and to use,
     exercise,  develop or grant  licences  in respect of or  otherwise  turn to
     account the property rights or information so acquired.


<PAGE>


                                        3

(l)  To erect,  construct,  lay down,  enlarge,  alter and  maintain  any roads,
     railways,  tramways,  sidings,  bridges,  reservoirs,  ship building yards,
     shops, stores, factories,  building works, plant and machinery necessary or
     convenient  for the company's  business,  and to contribute to or subsidise
     the erection, construction and maintenance of any of the above.

(m)  To borrow or raise or secure the payment of money for the purposes of or in
     connection  with the  company's  business,  and for the  purposes  of or in
     connection  with the  borrowing  or raising  of money of by the  company to
     become a member of any building society.

(n)  To  mortgage  and  charge  the  undertaking  of all or any of the  real and
     personal  property  and  assets,  present or future,  and all or any of the
     uncalled capital for the time being of the company,  and to issue at par or
     at a premium or discount,  and for such  consideration and with and subject
     to such rights,  powers,  privileges  and conditions as may be thought fit,
     debentures or debenture stock, either permanent or redeemable or repayable,
     and  collaterally  or further to secure any  securities of the company by a
     trust deed or other assurance.

(o)  To issue and deposit any securities which the company has power to issue by
     way of  mortgage  to secure  any sum less than the  nominal  amount of such
     securities,  and  also  by way  of  security  for  the  performance  of any
     contracts or obligation os the company or of its customers or other persons
     or corporations  having dealings with the Company,  or in whose business or
     undertakings the company is interested, whether directly or indirectly.

(p)  To guarantee the obligations and contracts of customers and others.

(q)  To make advances to customers and others with or without security, and upon
     such terms as the Company may approve.

(r)  To  grant  pensions,  allowances,   gratuities  and  bonuses  to  officers,
     ex-officers,  employees or ex-employees of the company or its  predecessors
     in business or the dependants or connections of such persons,  to establish
     and maintain or concur in  establishing  and maintaining  trusts,  funds or
     schemes (whether  contributory or non-contributory)  with a view to provide
     pensions  or  other  benefits  for any such  persons  as  aforesaid,  their
     dependants or  connections,  and to support or subscribe to any  charitable
     funds or  institutions,  the  support  of which may in the  opinion  of the
     directors,  be calculated  directly or indirectly to benefit the company or
     its  employees,  and to institute and maintain any other  establishment  or
     profit-sharing scheme calculated to advance the interests of company or its
     officers or employees.

(s)  To draw, make accept, endorse,  negotiate,  discount and execute promissory
     notes, bills of exchange and other negotiable instruments.

(t)  To invest and deal with the moneys of the company not immediately  required
     for the purposes of its business in or upon such  investments or securities
     and in such manner as may from time to time be determined.




<PAGE>


                                        4

(u)  To pay for any property or rights  acquired by the company,  either in cash
     or fully or partly paid-up shares, with or without preferred or deferred or
     special  rights or  restrictions  in  respect  of  dividend,  repayment  or
     capital,  voting or otherwise,  or by any securities  which the company has
     power to issue, or partly in one mode and partly in another,  and generally
     on such terms as the company may determine.

(v)  To accept payment for any property or rights sold or otherwise  disposed of
     or dealt with by the company, either in cash, by installments or otherwise,
     or in fully or partly paid-up shares of any company or corporation, with or
     without  deferred or preferred or special  rights or restriction in respect
     of dividend, repayment of capital, voting or otherwise, or in debentures or
     mortgage debentures or denture stock, mortgages, or other securities of any
     company or  corporation,  or partly in one mode and partly in another,  and
     generally on such terms as the company may determine,  and to hold, dispose
     of any shares, stocks or securities so acquired.

(w)  To enter into any partnership or joint-purse arrangement or arrangement for
     sharing profits,  union of interests or co-operation with any company, firm
     or person  carrying on or  proposing  to carry on any  business  within the
     objects  of this  company,  and to  acquire  and hold,  sell or  dispose of
     shares,  stock or  securities  of any such  company,  and to guarantee  the
     contracts or liabilities of, or the payment of the dividends,  interests or
     capital  of any  shares,  stocks  or  securities  of and  to  subsidize  or
     otherwise assist any such company.

(x)  To make donations for patriotic or for charitable purposes.

(y)  To transact any lawful  business in aid of the Republic of Singapore in the
     prosecution of any war in which the Republic of Singapore is engaged.

(z)  To establish or promote or concur in  establishing  or promoting  any other
     company whose objects shall include the  acquisition and taking over of all
     or any of the assets and  liabilities  of this company or the  promotion of
     which shall be in any manner  calculated to advance  directly or indirectly
     the  objects or  interests  of this  company,  and to  acquire  and hold or
     dispose of shares, stocks or securities of and guarantee the payment of the
     dividends, interest or capital of any shares, stock or securities issued by
     or any other obligations of any such company.

(aa) To  purchase or  otherwise  acquire  and  undertake  all or any part of the
     business,  property,  assets,  liabilities and  transactions of any person,
     firm or company  carrying on any business  which this company is authorized
     to carry on.

(bb) To sell, improve, manage, develop, turn to account,  exchange, let on rent,
     royalty, share of profits or otherwise, grant licenses, easements and other
     rights in or over,  and in any other  manner  deal with or  dispose  of the
     undertaking and all or any of the property and assets for the time being of
     the company for such consideration as the company may think fit.

(cc) To amalgamate  with any other company whose objects are or include  objects
     similar to those of this company, whether by sale or purchase (for fully or
     partly paid-up shares or otherwise) of all or a controlling interest in the
     shares or stock of this or any such other company as


<PAGE>


                                                         5

     aforesaid,  or  by  partnership,  or  any  arrangement  of  the  nature  of
     partnership, or in any other manner.

()   To distribute  among the members in specie any property of the company,  or
     any  proceeds of sale or disposal of any  property of the  company,  but so
     that no  distribution  amounting  to a reduction  of capital be made except
     with the sanction (if any) for the time being required by law.

(ee) To do all or any of the above  things in any part of the world,  and either
     as principals, agents, trustees, contractors or otherwise, and either alone
     or in conjunction with others,  and either by or through agents,  trustees,
     sub-contractors or otherwise.

(ff) To do all such things as are  incidental  or conducive to the above objects
     or any of them.


     AND IT IS  HEREBY  declared  that the word  "company",  save  when  used in
reference  to this  company  in this  clause  shall be  deemed  to  include  any
partnership or other body of persons,  whether incorporated or not incorporated,
whether  domiciled in Singapore or  elsewhere.  None of the sub- clauses of this
clause or the objects therein specified or the powers thereby conferred shall be
deemed  subsidiary  or  auxiliary  merely to the objects  mentioned in the first
sub-clause  of this clause  shall,  except  where  otherwise  expressed  in such
clause,  be  independent  main  objects  and  shall  be in no  wise  limited  or
restricted  by  reference  to or  interference  from  the  terms  of  any  other
sub-clause or the name of the company,  but the company shall have full power to
exercise  all or any of the posers  conferred  by any part of this clause in any
part of the world and notwithstanding that the business undertaking, property or
act proposed to be  transacted,  acquired  dealt with or performed does not fall
within the objects of the first sub-clause of this clause.

4.       The liability of the members is limited.

5.       The share  capital of the company is  $100,000.00  divided into 100,000
         shares of $1.00  each.  The  shares in the  original  or any  increased
         capital may be divided into several classes,  and there may be attached
         thereto  respectively  any  preferential,  deferred  or  other  special
         rights,  privileges,   conditions  or  restrictions  as  to  dividends,
         capital, voting or otherwise.



<PAGE>


                                        6

     We, the several persons whose names, addresses and description are hereunto
subscribed,  are  desirous of being  formed into a Company in  pursuance of this
Memorandum  of  Association,  and we  respectively  agree to take the  number of
shares in the Capital of the Company set opposite to our respective names.

--------------------------------------------------------------------------------
                                                                Number of Shares
Names, Addresses and Descriptions of Subscribers                taken by each
                                                                Subscriber
--------------------------------------------------------------------------------

FRANCK BERNARD ALAIN CRESPIN                                FORTY-NINE THOUSAND
48A Toh Tuck Road                                           NINE HUNDRED AND
#02-03 Signature Park                                       NINETY-NINE
Singapore 596740           /s/ Frank Bernard Alain Crespin

AREA MANAGER


For and on behalf of
ELVA INC.  of
222 Lakeview Ave., Suite 415
West Palm Beach, Florida
United States of America
pursuant to a Power of Attorney
dated 7 September 2000

FRANCK BERNARD ALAIN CRESPIN                                    ONE
48A Toh Tuck Road
#02-03 Signature Park
Singapore 596740           /s/ Frank Bernard Alain Crespin

AREA MANAGER

--------------------------------------------------------------------------------
Total number of shares taken...                                   FIFTY-THOUSAND
--------------------------------------------------------------------------------
Dated this 6th day of October, 2000

Witness to the above signatures:                   /s/ Toh Kian Leong

                                                   Toh Kian Leong
                                                   Approved Company Auditor
                                                   15 Beach Road
                                                   #03-10 Beach Centre
                                                   Singapore 189677


<PAGE>



                            THE COMPANIES ACT, CAP.50
                             -----------------------
                            COMPANY LIMITED BY SHARES
                             -----------------------
                             ARTICLES OF ASSOCIATION

                                       OF

                                ELVA ASIA PTE LTD

                   (Incorporated in the Republic of Singapore)
                             -----------------------

                               TABLE "A" EXCLUDED

1.   The  regulations in Table "A" in the Fourth  Schedule to the Companies Act,
     Cap.50,  shall  not  apply to the  Company,  except  so far as the same are
     repeated or contained in these articles.

                                 INTERPRETATION

2.   In these articles,  unless the subject or context otherwise  requires,  the
     words standing in the first column of the table next hereinafter  contained
     shall bear the  ;meanings set opposite to them  respectively  in the second
     column thereof:-

   The company     :  ELVA ASIA PTE LTD.

   The Act         :  The Companies Act, Cap.  50.

   These              articles : These  articles of association as
                      originally framed or as altered from time to
                      time by special resolutions.

   The directors   :  The directors for the time being of the company.

   The office      :  The registered office for the time being of the company.

   The seal        :  The common seal of the company.

   The secretary   :  Any person appointed to perform the duties of a secretary
                      of the company.

Words  importing the singular  number only shall include the plural number,  and
vice versa.

Words importing the masculine gender only shall include the feminine gender; and

Words importing persons shall include corporations.

Expressions  referring to writing shall,  unless the contrary intention appears,
to be construed as including references to printing, lithography, photograph and
other modes of representing or reproducing words in visible form.


<PAGE>


                                        8



Words or  expressions  contained in these  Regulations  shall be  interpreted in
accordance with the provisions of the Interpretation  Act, Cap. 1 and the Act as
in force at the date at which these Regulations become binding on the company.

PRIVATE COMPANY

3.   The company is a private company and accordingly:

     (a)  The right to transfer  shares in the company  shall be  restricted  in
          manner hereinafter appearing.

     (b)  The number of members of the company (counting joint holders of shares
          as one person and not  counting  any person in the  employment  of the
          company or of its subsidiary or any person who while previously in the
          employment of the company or of its  subsidiary was and thereafter has
          continued to be a member of the company) shall be limited to fifty.

     (c)  No invitation  shall be made to the public to subscribe for any shares
          or debentures of the company.

     (d)  No  invitation  shall be made to the public to deposit  money with the
          company for fixed  period or payable at call,  whether  bearing or not
          bearing interest.

                      SHARE CAPITAL AND VARIATION OF RIGHTS

4.   Without prejudice to any special rights previously conferred on the holders
     of any existing shares or class of shares but subject to the Act, shares in
     the company may be issued by the directors and any such share may be issued
     with  such   preferred,   deferred,   or  other  special   rights  or  such
     restrictions,  whether in regard to dividend, voting, return of capital, or
     otherwise,  as the  directors,  subject to any ordinary  resolution  of the
     company, determine.

5.   Subject to the Act,  any  preference  shares may,  with the  sanction of an
     ordinary resolution, be issued on the terms that they are, or at the option
     of the company are liable, to be redeemed.

6.   If at any time the share  capital  is  divided  into  different  classes of
     shares,  the rights attached to any class (unless otherwise provided by the
     terms of issue of the shares of that  class) may whether or not the company
     is being wound up , be varied with the consent in writing of the holders of
     three-fourths of the issued shares of that class, or with the sanction of a
     special  resolution  passed at a separate general meeting of the holders of
     the  shares of the  class.  To every  such  separate  general  meeting  the
     provisions of these  articles  relating to general  meetings  shall mutatis
     mutandis  apply,  but so that the necessary  quorum shall be two persons at
     least holding or  representing  by proxy  one-third of the issued shares of
     the class and that any  holder of shares of the class  present in person or
     by proxy may demand a poll. To every


<PAGE>


                                        9

     such special resolution the provisions of Section 184 of the Act shall with
     such adaptations as are necessary apply.

7.   The rights  conferred  upon the  holders of the shares of any class  issued
     with preferred or other rights shall,  unless otherwise  expressly provided
     by the terms of issue of the shares of that  class,  be deemed to be varied
     by the creation or issue of further shares ranking equally therewith.

8.   The company may exercise the powers of paying commissions  conferred by the
     Act,  provided that the rate per cent or the amount of the commission  paid
     or agreed to be paid shall be disclosed  in the manner  required by the Act
     and the commission shall not exceed the rate of 10 per cent of the price at
     which  the  shares in  respect  whereof  the same is paid are  issued or an
     amount  equal  to 10 per cent of that  price ( as the  case  may be).  Such
     commission  may be  satisfied  by the payment of cash or the  allotment  of
     fully or partly  paid  shares or partly in one way and partly in the other.
     The  company may also on any issue of shares pay such  brokerage  as may be
     lawful.

9.   Except as required by law, no person shall be  recognized by the company as
     holding any share upon any trust,  and the company shall not be bound by or
     be compelled in any way to recognize  (even when having notice thereof) any
     equitable,  contingent, future, or partial interest in any share or unit of
     a share or (except only as by these articles or by law otherwise  provided)
     any other  rights in respect of any share  except an absolute  right to the
     entirety thereof in the registered holder.

10.  Every  person  whose name is entered as a member in the register of members
     shall be entitled  without payment to receive a certificate  under the seal
     of the  company  in  accordance  with the Act but in  respect of a share or
     shares held jointly by several persons in the company shall not be bound to
     issue more than one certificate, and delivery of certificate for a share to
     one of several  joint  holders  shall be  sufficient  delivery  to all such
     holders.

                                      LIEN

11.  The company shall have a first and paramount lien on every share (not being
     a fully paid share) for all money (whether presently payable or not) called
     or payable at a fixed time in respect of that share,  and the company shall
     also have a first and  paramount  lien on all shares (other than fully paid
     shares)  registered in the name of a single person for all money  presently
     payable by him or his estate to the company;  but the  directors may at any
     time declare any share to be wholly or in part exempt from the provision of
     this article.  The  company's  lien, if any, on a share shall extend to all
     dividends payable thereof.

12.  The company may sell, ins such manner as the directors thin fit, any shares
     on which the company has a lien,  but no sale shall be made unless a sum in
     respect  of which  the lien  exists  is  presently  payable,  nor until the
     expiration  of  fourteen  days  after a  notice  in  writing,  stating  and
     demanding  payment  of such part of the amount in respect of which the lien
     exists as is presently payable, has been given to the registered holder for
     the time being of the share,  or the person  entitled  thereto by reason of
     his death or bankruptcy.



<PAGE>


                                       10

13.  To give effect to any such sale the directors may authorize  some person to
     transfer the shares sold to the purchaser  thereof.  The purchaser shall be
     registered as the holder of the shares comprised in any such transfer,  and
     he shall not be bound to see to the application of the purchase money,  nor
     shall his title to the shares be affected by any irregularity or invalidity
     in the proceedings in reference to the sale.

14.  The  proceeds  of the sale shall be  received by the company and applied in
     payment of such part of the  amount in respect of which the lien  exists as
     is presently  payable,  and the residue,  if any,  shall (subject to a like
     lien for sums not  presently  payable as existed upon the shares before the
     sale) be paid to the person entitled to the shares at the date of the sale.

                                 CALLS ON SHARES

15.  The  directors may from time to time make calls upon the members in respect
     of any money  unpaid on their  shares  (whether  on account of the  nominal
     value of the  shares or by way of  premium)  and not by the  conditions  of
     allotment thereof made payable at fixed times,  provided that no call shall
     exceed  one-fourth  of the nominal value of the share or be payable at less
     than one month  from the date fixed for the  payment of the last  preceding
     call,  and each member shall  (subject to receiving at least fourteen days'
     notice  specifying  the time or times  and  place  of  payment)  pay to the
     company at the time or times and place so  specified  the amount  called on
     his  shares.  A call may be  revoked  or  postponed  as the  directors  may
     determine.

16.  A call shall be deemed to have been made at the time when the resolution of
     the directors authorizing the call was passed and my be required to be paid
     by installments.

17.  The joint  holder of a share shall be jointly and  severally  liable to pay
     all calls in respect thereof.

18.  If a sum  called  in  respect  of a share is not paid  before or on the day
     appointed  for payment  thereof,  the person from whom the sum is due shall
     pay interest on the sum from the day appointed  for payment  thereof to the
     time of actual  payment at such rate not exceeding 10 per cent per annum as
     the directors may determine, but the directors shall be at liberty to waive
     payment of that interest wholly or in part.

19.  Any sum which by the terms of issue of a share becomes payable on allotment
     or at any fixed  dated,  whether  on account  of the  nominal  value of the
     shares or by way of premium,  shall for the  purposes of these  articles be
     deemed to be a call duly made and payable on the date on which by the terms
     of issue  the same  becomes  payable,  and in case of  non-payment  all the
     relevant  provisions  of these  articles  as to  payment  of  interest  and
     expenses,  forfeiture,  or  otherwise  shall apply as if the sum had become
     payable by virtue of a call duly made and notified.

20.  The directors may, on the issue of share, differentiate between the holders
     as to the amount of calls to be paid and the times of payment.



<PAGE>


                                       11

21.  The directors  may, if they think fit,  receive from any member  willing to
     advance the same all or any part of the money  uncalled and unpaid upon any
     shares held by him,  and upon all or any part of the money so advanced  may
     (until the same would, but for the advance, become payable) pay interest at
     such rate not  exceeding  (unless  the  company  in general  meeting  shall
     otherwise  direct) 10 per cent per annum as may be agreed upon  between the
     directors and the members paying the sum in advance.

                               TRANSFER OF SHARES

22.  Subject to these Articles, any member may transfer all or any of his shares
     by an  instrument  in writing in any ususal or common  form or in any other
     form which the director may approve. The instrument shall be executed by or
     on behalf of the transferor  and the transferor  shall remain the holder of
     the shares transferred until the transfer is registered and the name of the
     transferee is entered in the register of members in respect thereof.

23.  The instrument of transfer must be left for  registration at the registered
     office of the company  together  with such fee not  exceeding  $1.00 as the
     directors from time to time may require  accompanied by the  certificate of
     the shares to which it relates and such other evidence as the directors may
     reasonably  require  to show  the  right  of the  transferor  to  make  the
     transfer,  and  thereupon the company shall subject to the posers vested in
     the directors by these articles  register the transferee as shareholder and
     retain the instrument of transfer.

24.  The  directors  may  decline to register  any  transfer of shares not being
     fully  paid  shares  to a person of whom  they do not  approve  and my also
     decline to register any transfer of shares on which the company has a lien.

25.  The  registration  of transfers may be suspended at such times and for such
     periods as the directors  may from time to time  determine not exceeding in
     the whole thirty days in any year.

                             TRANSMISSION OF SHARES

26.  In case of the  death of a member  the  survivor  or  survivors  where  the
     deceased was a joint holder, and the legal personal  representatives of the
     deceased where he was a sole holder,  shall be the only persons  recognized
     by the  company  as having any title to his  interest  in the  shares;  but
     nothing  herein  contained  shall  release  the estate of a deceased  joint
     holder  from any  liability  in respect of any share  which had ben jointly
     held by him with other persons.

27.  Any person  becoming  entitled  to a share in  consequence  of the death or
     bankruptcy of a member may, upon such evidence  being  produced as may from
     time  to  time  properly  be  required  by the  directors  and  subject  as
     hereinafter  provided,  elect either to be registered  himself as holder of
     the  share  or to have  some  person  nominated  by him  registered  as the
     transferee thereof,  but the directors shall, in either case, have the same
     right to decline or suspend registration as they would have had in the case
     of a transfer of the share by that member before his death or bankruptcy.



<PAGE>


                                       12

28.  If the person so becoming  entitled  elects to be  registered  himself,  he
     shall,  deliver or send to the  company a notice in  writing  signed by him
     stating that he so elects.  If he elects to have another person  registered
     he shall testify his election by executing to that person a transfer of the
     share. All the limitations,  restrictions, and provisions of these articles
     relating to the right to transfer  and the  registration  of  transfers  of
     shares shall be  applicable  to any such notice or transfer as aforesaid as
     if the death or bankruptcy of the member had not occurred and the notice or
     transfer were signed by that member.

29.  Where the  registered  holder of any share  dies or  becomes  bankrupt  his
     personal  representative or the assignee of his estate, as the case may be,
     shall,  upon the  production  of such  evidence as may from time to time be
     properly  required by the directors in that behalf, be entitled to the same
     dividends and other advantages, and to the same rights (whether in relation
     to meetings of the company, or to voting, or otherwise),  as the registered
     holder would have been  entitled to if he had not died or become  bankrupt;
     and  where  two or more  persons  are  jointly  entitled  to any  share  in
     consequence  of the death of the  registered  holder  they  shall,  for the
     purposes of these articles, be deemed to be joint holders of the share.


                              FORFEITURE OF SHARES

30.  If a  member  fails  to pay  any  call or  instalment  of a call on the day
     appointed for payment  thereof,  the directors may, at any time  thereafter
     during  such  time as any part of the call or  instalment  remains  unpaid,
     serve  a  notice  on him  requiring  payment  of so  much  of the  call  or
     instalment as is unpaid, together with any interest which may have accrued.

31.  The notice  shall name a further day (not earlier  than the  expiration  of
     fourteen  days from the date of service of the  notice) on or before  which
     the payment  required by the notice is to be made,  and shall state that in
     the event of  non-payment  at or before  the time  appointed  the shares in
     respect of which the call was made will be liable to be forfeited.


32.  If the  requirements of any such notice as aforesaid are not complied with,
     any share in  respect  of which the  notice  has been given may at any time
     thereafter,  before the payment  required  by the notice has been made,  be
     forfeited by a resolution of the directors to that effect. Such for feature
     shall include all dividends declared in respect of the forfeited shares and
     not actually paid before the forfeiture.

33.  A forfeited share may be sold or otherwise  dispose of on such terms and in
     such manner as the  directors  think fit,  and at any time before a sale or
     disposition  the forfeiture may be cancelled on such terms as the directors
     think fit.

34.  A person  whose  shares have been  forfeited  shall cease to be a member in
     respect of the forfeited shares, but shall, notwithstanding,  remain liable
     to pay to the  company  all money  which,  at the date of  forfeiture,  was
     payable by him to the  company in  respect  of the  shares  (together  with
     interest  at the rate of 10 per cent per annum from the date of  forfeiture
     on the  money  for the time  being  unpaid  if the  directors  think fit to
     enforce payment of such interest)


<PAGE>


                                       13

     but his liability shall cease fi and when the company  receives  payment in
     full of all such money in respect of the shares.

35.  A statutory  declaration in writing that the declarant is a director or the
     secretary  of the  company,  and that a share in the  company has been duly
     forfeited on a date stated in the declaration, shall be conclusive evidence
     of the facts therein stated as against all persons  claiming to be entitled
     to the share.

36.  The company may receive the  consideration,  if any,  given for a forfeited
     share on any sale or disposition  thereof and may execute a transfer of the
     share in favor of the person to whom the share is sold or  disposed  of and
     he shall thereupon be registered as the holder of the share,  and shall not
     be bound to see to the  application of the purchase money, if any, or shall
     his title to the share be affected by any irregularity or invalidity in the
     proceedings in reference to the forfeiture, sale, or disposal of the share.

37.  The provisions of these  articles as to forfeiture  shall apply in the case
     of non-payment of any sum which, by the terms of issue of a share,  becomes
     payable at a fixed  time,  whether on account of the  nominal  value of the
     share or by way of premium,  as if the same had been payable by virtue of a
     call duly made and notified.

                         CONVERSION OF SHARES INTO STOCK

38.  The company may be ordinary  resolution passed at a general meeting convert
     any paid-up  shares into stock and reconvert any stock into paid-up  shares
     of any denomination.

39.  The holders of stock may  transfer the same or any part thereof in the same
     manner and  subject  to the same  regulations  as and  subject to which the
     share from which the stock arose might  previously to conversion  have been
     transferred or as near thereto as  circumstances  admit;  but the directors
     may from  time to time fix the  minimum  amount of stock  transferable  and
     restrict  or forbid the  transfer of  fractions  of that  minimum,  but the
     minimum  shall not exceed the  nominal  amount of the shares from which the
     stock arose.

40.  The  holders of stock shall  according  to the amount of stock held by them
     have the same rights, privileges and advantages as regards dividends voting
     at meetings  of the  company  and other  matters as if they held the shares
     from which the stock arose,  but no such  privilege  or  advantage  (except
     participation in the dividends and profits of the company and in the assets
     on winding up) shall be  conferred  by any such aliquot part of stock which
     would not if existing in shares have conferred that privilege or advantage.

41.  Such of the  articles of the company as are  applicable  to paid-up  shares
     shall  apply to stock,  and the words  "share" and  "shareholders"  tiering
     shall include "stock" and "stockholders".

                              ALTERATION OF CAPITAL

42.  The company may from time to time by ordinary resolution:-



<PAGE>


                                       14

     (a)  increase  the share  capital by such sum to be divided  into shares of
          such amount as the resolution shall prescribe.

     (b)  consolidate  and divide all or any of its share capital into shares of
          larger amount than its existing shares.

     (c)  subdivide its shares or any of them into shares of smaller amount than
          is fixed by the memorandum;  so however that in the  sub-division  the
          proportion  between  the amount paid and the amount (if any) unpaid on
          each  reduced  share  shall  be the  same as it was in the case of the
          share form which the reduced  share shall be the same as it was in the
          case of the share from which the reduced share is derived;

     (d)  cancel  shares which at the date of the passing of the  resolution  in
          that behalf have not been taken or agreed to be taken by any person or
          which have been forfeited and diminish the amount of its share capital
          by the amount of the shares so cancelled.

43.  Subject to the provisions of the Act, the shares shall be under the control
     of the  Directors  who may issue,  allot,  place under  option or otherwise
     dispose of the same to such persons or such terms and conditions and either
     at a  premium  or at par or  (subject  to the  provisions  of the Act) at a
     discount and at such times as the  Directors  think fit and with full power
     to give to any  person  the right to call for the  allotment  of any shares
     either at par or at a premium or at a  discount  for such time and for such
     consideration as the Directors may see fit.

44.  The company may by special resolution reduce its share capital, any capital
     redemption  reserve  fund or any share  premium  account  in any manner and
     with, and subject to, any incident authorized, and consent required by law.

                                GENERAL MEETINGS

45.  An annual general  meeting of the company shall be held in accordance  with
     the  provisions  of the Act.  All  general  meeting  other  than the annual
     general meetings shall be called extraordinary general meetings.

46.  Any director may  whenever he thinks fit convene an  extraordinary  general
     meeting,  and  extraordinary  general  meetings  shall be  convened on such
     requisition or in default may be convened by such requisitionst as provided
     by the Act.

47.  Subject to the  provisions of the Act relating to special  resolutions  and
     agreements  for  shorter  notice,   fourteen  days'  notice  at  the  least
     (exclusive of the day on which the notice is served or deemed to be served,
     but  inclusive of the day for which notice is given)  specifying  the place
     the day and the hour of meeting and in case of special business the general
     nature of that  business  shall be given to such persons as are entitled to
     receive such notices from the company.




<PAGE>


                                       15

48.  All  business  shall be  special  that is  transacted  at an  extraordinary
     general  meeting,  and also all that is  transacted  at an  annual  general
     meeting,  with the exception of declaring a dividend,  the consideration of
     the accounts, balance-sheets, and the report of the directors and auditors,
     the  election  of  directors  in the  place  of  those  retiring,  and  the
     appointment and fixing of the remuneration of the auditors.

                         PROCEEDINGS AT GENERAL MEETINGS

49.  Not business shall be transacted at any general meetings unless a quorum of
     members is present at the time when the meeting proceeds to business.  Save
     as herein  otherwise  provided,  tow members  present in person  shall be a
     quorum.  For the  purpose  of  this  article  "member"  includes  a  person
     attending as a proxy or as representing a corporation which is a member.


50.  If within half an hour from the time  appointed for the meeting a quorum is
     not present,  the meeting,  if convened  upon the  requisition  of members,
     shall be dissolved;  in any other case it shall stand adjourned to the same
     day in the next week


51.  The chairman,  if any, of the board of directors  shall preside as chairman
     at every general  meeting of the company,  or if there is no such chairman,
     or if he is not present within fifteen minutes after the time appointed for
     the  holding of the meeting or is  unwilling  to act,  the members  present
     shall elect one of their number to be chairman of the meeting.

52.  The  chairman  may,  with the  consent of any  meeting at which a quorum is
     present (and shall if so directed by the meeting,  adjourn the meeting from
     time to time and from place to place,  but no business  shall be transacted
     any  adjourned  meeting  other than the  business  left  unfinished  at the
     meeting from which the adjournment took place.  When a meeting is adjourned
     for thirty days or more,  notice of the adjourned meeting shall be given as
     in the case of an  original  meeting.  Save as  aforesaid  it shall  not be
     necessary  to give any notice of an  adjournment  or of the  business to be
     transacted at an adjourned meeting.

53.  At any general meeting a resolution put to the vote of the meeting shall be
     decided on a show of hands unless a pol if (before or on the declaration of
     the result of the show of hands) demanded-

     (a)  By the chairman;

     (b)  by at least two members present in person or by proxy;

     (c)  by  any  member  or  members   present  in  person  or  by  proxy  and
          representing not less than one-tenth of the total voting rights of all
          the members having the right to vote at the meeting; or

     (d)  by a member or members  holding  shares in the  company  conferring  a
          right to vote at the meeting  being shares on which an  aggregate  sum
          has been  paid up equal to not less  than  one-tenth  of the total sum
          paid up on all the shares conferring that right.


<PAGE>


                                       16



     Unless  a  poll  is so  demanded  a  declaration  by  the  chairman  that a
     resolution has on a show of hands been carried or carried  unanimously,  or
     by a particular majority,  or lost, and an entry to that effect in the book
     containing  the  minutes  of  the  proceedings  of  the  company  shall  be
     conclusive  evidence of the fact without  proof of the number or proportion
     of the votes recorded in favor of or against the resolution. The demand for
     a poll may be withdrawn.

54.  If a poll is duly  demanded  it shall be taken in such manner and either at
     once or after an interval  or  adjournment  or  otherwise  as the  chairman
     directs,  and the result of the poll shall be the resolution of the meeting
     at which the poll was  demanded,  but a poll  demanded on the election of a
     chairman or a question of adjournment shall be taken forthwith.

55.  In the case of an  equality  of votes,  whether  on a show of hands or on a
     poll, the chairman of the meeting at which the show of hands takes place or
     at which the poll is  demanded  shall be  entitled  to a second or  casting
     vote.

56.  Subject to any rights or  restrictions  for the time being  attached to any
     class or classes of shares,  at  meetings  of members or classes of members
     each member  entitled to vote may vote in person or by proxy or by attorney
     and  on  a  show  of  hands  every  person  present  who  is  member  or  a
     representative  of a member shall have one vote, and on a poll every member
     present  in  person or by proxy or by  attorney  or other  duly  authorized
     representative shall have one vote for each share he holds.

57.  In the case of joint  holders  the vote of the senior  who  tenders a vote,
     whether in person or by proxy,  shall be accepted to the  exclusion  of the
     votes of the other joint holders;  and for this purpose  seniority shall be
     determined  by the  order in which  the  names  stand  in the  register  of
     members.

58.  A member who is of unsound  mind or whose  person or estate is liable to be
     dealt with in any way under the law  relating to mental  disorder may vote,
     whether on a show of hands or on a poll,  by his committee or by such other
     person as properly has the management of his estate, and any such committee
     or other person may vote by proxy or attorney.

59.  No member shall be entitled to vote at any general meeting unless all calls
     or other sums  presently  payable by him in respect of share in the company
     have been paid.

60.  No objection  shall be raised to the  qualification  of any voter except at
     the meeting or adjourned  meeting at which the vote objected to is given or
     tendered,  and every vote not disallowed at such meeting shall be valid for
     all purposes.  Any such objection made in due time shall be referred to the
     chairman of the meeting, whose decision shall be final and conclusive.

61.  The  instrument  appointing  a proxy  shall be in writing (in the common or
     usual  form)  under  the  hand of the  appointer  or of his  attorney  duly
     authorized in writing or, if the appointer is


<PAGE>


                                       17

     a  corporation,  either  under  seal or  under  the hand of an  officer  or
     attorney  duly  authorized.  A proxy  may but need  not be a member  of the
     company.  The  instrument  appointing  a proxy  shall be  deemed  to confer
     authority to demand or join in demanding a poll.

62.  Where it is  desired  to afford  members  an  opportunity  of voting for or
     against a  resolution  the  instrument  appointing  a proxy shall be in the
     following form or a form as near thereto as circumstances admit:

                                ELVA ASIA PTE LTD

I/We,   ______________  of   _______________   being  a  member/members  of  the
above-named company, hereby appoint _________________of ____________________, or
failing him, _____  _________________of_______________,  as my/our proxy to vote
for me/us on my/our behalf at the annual or  extraordinary  (as the case may be)
general  meeting  of  the  company,  to be  held  on  the  ____________  day  of
_____________ 20__ and at any adjournment thereof.

Signed this ____ day of ________________ 20__

This form is to be used * in favour/against the resolution

*Strike out whichever is not desired.  [Unless otherwise  instructed,  the proxy
may vote as he thinks fit.]


63.  The  instrument  appointing  a proxy  and the  power of  attorney  or other
     authority,  if any, under which it is signed or a notarially certified copy
     of that power or authority  shall be deposited at the registered  office of
     the company,  or at such other place within  Singapore as is specified  for
     that purpose in the notice convening the meeting, not less than forty-eight
     hours before the time for holding the meeting or adjourned meeting at which
     the person named in the  instrument  proposed to vote, or, in the case of a
     poll,  not less than  twenty-four  hours before the time  appointed for the
     taking of the poll,  and in default  the  instrument  of proxy shall not be
     treated as valid.

64.  A vote  given in  accordance  with the terms of an  instrument  of proxy or
     attorney shall be valid  notwithstanding  the previous death or unsoundness
     of  mind  of  the  principal  or  revocation  of the  instrument  or of the
     authority  under which the instrument was executed,  or the transfer of the
     share in respect of which the  instrument  is given,  if no  intimation  in
     writing of such  death,  unsoundness  of mind,  revocation,  or transfer as
     aforesaid has been received by the Company at the registered  office before
     the  commencement  of  the  meeting  or  adjourned  meeting  at  which  the
     instrument is used.

                          DIRECTORS: APPOINTMENT, ETC.

65.  The number of the directors  shall be not less than two and until otherwise
     determined by a General  Meeting,  not more than seven. The first Directors
     shall be Messrs Franck Bernard Alain Crespin and Vincent Cedrec Conot.


<PAGE>


                                       18

66.  At the first annual general  meeting of the company all the directors shall
     retire from office and at the annual  general  meeting in every  subsequent
     year one-third of the directors for the time being,  or, if their number is
     not three or multiple of three,  than the number nearest one- third,  shall
     retire form office. A retiring director shall be eligible for re-election.

67.  The  directors to retire in every year shall be those who have been longest
     in office  since  their last  election,  but as  between  person who became
     directors  on the same day those to retire  shall  (unless  they  otherwise
     agree among themselves) be determined by lot.

68.  The  company at the  meeting at which a  director  so retires  may fill the
     vacated  office by electing a person  thereto,  and in default the retiring
     director  shall  if  offering  himself  for  re-  election  and  not  being
     disqualified  under the Act from holding  office as a director be deemed to
     have been re-elected,  unless at that meeting it is expressly  resolved not
     to fill the vacated office unless a resolution for the  re-election of that
     director is put to the meeting and lost.

69.  The  company  may from  time to time by  ordinary  resolution  passed  at a
     general  meeting  increase or reduce the number of directors,  and may also
     determine  in what  rotation the  increased or reduced  number is to out of
     office.

70.  The  directors  shall  have  power at any time,  and from time to time,  to
     appoint any person to be a director,  either to fill a casual vacancy or as
     an  addition to the  existing  directors,  but so that the total  number of
     directors  shall not at any time exceed the number fixed in accordance with
     these articles.  Any director so appointed shall hold office only until the
     next  following  annual  general  meeting,  and shall then be eligible  for
     re-election  but  shall  not be  taken  into  account  in  determining  the
     directors who are to retire by rotation at that meeting.

71.  The company  may by  ordinary  resolution  remove any  director  before the
     expiration  of his  period of  office,  and may by an  ordinary  resolution
     appoint  another  person in his  stead;  the person so  appointed  shall be
     subject to  retirement  at the same time as if he had become a director  on
     the day on which  the  director  in whose  place he is  appointed  was last
     elected a director.

72.  The  enumeration of the directors  shall from time to time be determined by
     the company in general meeting. That remuneration shall be deemed to accrue
     from day to day. The directors may also be paid all traveling,  hotel,  and
     other  expenses  properly  incurred by them in attending and returning from
     meetings of the  directors  or any  committee  of the  directors or general
     meetings of the company or in connection with the business of the company.

73.  Unless otherwise  determined by a general meeting,  a director shall not be
     required to hold any share qualification in the company.

74.  The office of director shall become vacant if the director-

     (a)  ceases to be a director by virtue of the Act;

     (b)  becomes  bankrupt or makes any  arrangement  or  composition  with his
          creditors generally;


<PAGE>


                                       19



     (c)  becomes  prohibited  from being a director by reason of any order made
          under the Act;

     (d)  becomes of unsound  mind or a person  whose person or estate is liable
          to be dealt with in any way under the law relating to mental disorder;

     (e)  resigns his office by notice in writing to the company;

     (f)  for mor than six months is absent without  permission of the directors
          from meetings of the directors held during that period;

     (g)  without the consent of the company is general  meeting holds any other
          office of profit under the company except that of managing director or
          manager; or

     (h)  is  directly  or  indirectly  interested  in any  contract or proposed
          contract  with the  company  and fails to  declare  the  nature of his
          interest in manner required by the Act.

                         POWERS AND DUTIES OF DIRECTORS

75.  The business of the company  shall be managed by the  directors who may pay
     all expenses  incurred in promoting and  registering  the company,  and may
     exercise  all such powers of the company as are not, by the Act or by these
     articles,  required  to be  exercised  by the  company in general  meeting,
     subject,  nevertheless,  to any of these articles, to the provisions of the
     Act,  and to such  articles,  being  not  inconsistent  with the  aforesaid
     articles  or  provisions,  as may be  prescribed  by the company in general
     meeting;  but no  article  made by the  company in  general  meeting  shall
     invalidate  any prior act of the  directors  which would have been valid if
     that article had not been made.

76.  The  directors  may  exercise all the powers of the company to borrow money
     and to mortgage or charge its undertaking,  property, and uncalled capital,
     or any part thereof,  and to issue debentures and other securities  whether
     outright  or as  security  for any debt  liability,  or  obligation  of the
     company or of any third party.

77.  The directors may exercise all the powers of the company in relation to any
     official  seal for the use  outside  Singapore  and in  relation  to branch
     registers.

78.  The  directors  may  from  time to time by power of  attorney  appoint  any
     corporation, firm, or person or body of persons, whether nominated directly
     or  indirectly  by the  directors,  to be the  attorney or attorneys of the
     company  for  such  purposes  and  with  such  powers,   authorities,   and
     discretions  (not exceeding  those vested in or exercisable by the director
     under these articles) and for such period and subject to such conditions as
     they may think  fit,  and any such  powers of  attorney  may  contain  such
     provisions for the protection and  convenience of persons  dealing with any
     such  attorney as the  directors  may think fit and may also  authorize any
     such  attorney  to  delegate  all or any of the  powers,  authorities,  and
     discretions vested in him.


<PAGE>


                                       20


79.  All  cheques,  promissory  notes,  drafts,  bills of  exchange,  and  other
     negotiable  instruments,  and all  receipts  for money paid to the company,
     shall be signed, drawn,  accepted,  endorsed, or otherwise executed, as the
     case may be, by any tow  directors or in such other manner as the directors
     from time to time determine.

80.  The directors shall cause minutes to be made-

     (a)  of all appointments of officers;

     (b)  of names of  directors  present at all  meetings of the company and of
          the directors; and

     (c)  of  all  proceedings  at  all  meetings  of  the  company  and  of the
          directors.

     Such  minutes  shall be signed by the  chairman of the meeting at which the
     proceedings were held or by the chairman of the next succeeding meeting.

                            PROCEEDINGS OF DIRECTORS

81.  The directors  may meet  together for the despatch of business,  adjourn or
     otherwise  regulate their meetings as they think fit. A director may at any
     time and the  secretary  shall on the  requisition  of a director  summon a
     meeting of the directors.

82.  Subject to these  Articles,  questions  arising at any meeting of directors
     shall be decided by a majority of votes and a  determination  by a majority
     of  directors  shall  for all  purposes  be deemed a  determination  of the
     directors.  In case of an  equality of votes,  the  chairman of the meeting
     shall have a second or casting vote.

83.  A director  shall not vote in respect of any contract or proposed  contract
     with the company in which he is interested, or any matter arising thereout,
     and if he does so vote his vote shall not be counted.

84.  Any  director  with the  approval of the  directors  may appoint any person
     whether a member of the company or not, to be an  alternate  or  substitute
     director in his place during such period as he thinks fit. Any person while
     he so holds office as an alternate or substitute director shall be entitled
     to notice of  meetings  of the  directors  and to attend  and vote  thereat
     accordingly,  and to exercise all powers of the appointer in his place.  An
     alternate or  substitute  director  shall ipso facto  vacate  office if the
     appointer  vacates  office as a director  or  removes  the  appointee  from
     office.  Any appointment or removal under this article shall be effected by
     notice in writing under the hand of the director making the same.

85.  The quorum  necessary for the  transaction of the business of the directors
     may be fixed by the directors and unless so fixed shall be two.

86.  The continuing directors may act notwithstanding any vacancy in their body,
     but if and so long as their number is reduced  below the number fixed by or
     pursuant to the articles of the


<PAGE>


                                       21

     company as the necessary quorum of directors,  the continuing  directors or
     director may act for the purpose of  increasing  the number of directors to
     that number or of summoning a general  meeting of the  company,  but for no
     other purpose.

87.  The  directors  may elect a chairman of their  meetings and  determine  the
     period for which he is to hold office;  but if no such chairman is elected,
     or if at any meeting the chairman is not present  within ten minutes  after
     the time  appointed  for holding the  meeting,  the  directors  present may
     choose one of their number to be chairman of the meeting.

88.  The directors may delegate any of their powers to committees  consisting of
     such member or members of their body as they think fit;  any  committee  so
     formed  shall in the  exercise  of the powers so  delegated  conform to any
     regulations that may be imposed on it by the directors.

89.  A committee  may elect a chairman of its  meetings,  if no such chairman is
     elected,  or if at any  meeting  the  chairman  is not  present  within ten
     minutes  after the time  appointed  for  holding the  meeting,  the members
     present may choose one of their number to be chairman of the meeting.

90.  A committee may meet and adjourn as it thinks proper.  Questions arising at
     any  meeting  shall be  determined  by a majority  of votes of the  members
     present,  and in the case of an equality of votes the chairman shall have a
     second or casting vote.

91.  All acts done by any meeting of directors or of a committee of directors or
     by any  person  acting  as a  director  shall,  notwithstanding  that it is
     afterwards  discovered that there was some defect in the appointment of any
     such director or person  acting as  aforesaid,  or that they or any of them
     were  disqualified,  be as valid  as if every  such  person  had been  duly
     appointed and was qualified to be a director.

92.  A resolution in writing signed or approved by letter, facsimile, electronic
     mail,  telex or telegram by a majority of the  Directors of the Company for
     the time being, shall be as valid and effectual as if it had been passed at
     a Meeting of the Directors duly convened and held. Any such  resolution may
     consist  of several  documents  in like  form,  each  signed by one or more
     directors.

                                MANAGING DIRECTOR

93.  The director may form time to time appoint one or more of their body to the
     office of managing director for such period and on such terms as they think
     fit  and,  subject  to the  terms  of any  agreement  entered  into  in any
     particular  case,  may revoke any such  retirement  by rotation or be taken
     into account in  determining  the rotation of retirement of directors,  but
     his  appointment  shall be  automatically  determined if he ceases from any
     cause to be a director.

94.  A managing  director shall,  subject to the terms of any agreement  entered
     into in any particular case,  receive such remuneration  (whether by way of
     salary,  commission,  or participation in profits, or partly in one way and
     partly in another) as the directors may determine.


<PAGE>


                                       22



95.  The directors may entrust to and confer upon a managing director any of the
     powers  exercisable  by them upon such terms and  conditions  and with such
     restrictions as they may think fit, and either  collaterally with or to the
     exclusion of their own powers, and may from time to time revoke,  withdraw,
     alter, or vary all or any of those powers.

                                    SECRETARY

96.  The  secretary  shall  in  accordance  with  the  Act be  appointed  by the
     directors for such terms, at such remuneration, and upon such conditions as
     they may think fit, and any secretary so appointed may be removed by them.

                                      SEAL

97.  The directors  shall provide for the safe custody of the seal,  which shall
     only be used by the  authority  of the  directors  or of a committee of the
     directors  authorized by the directors in that behalf, and every instrument
     to which the seal is  affixed  shall be signed by a  director  and shall be
     countersigned  by the  secretary  or by a second  director or by some other
     person appointed by the directors for the purpose.


                                    ACCOUNTS

98.  The directors  shall cause proper  accounting  and other records to be kept
     and shall  distribute  copies of  balance-sheets  and  other  documents  as
     required  by the Act and shall from time to time  determine  whether and to
     what  extent and at what times and  places  and under  what  conditions  or
     regulations  the accounting and other records of the company or any of them
     shall be open to the  inspection  of members  not being  directors,  and no
     member  (not  being a  director)  shall  have any right of  inspecting  any
     account or book or paper of the company  except as  conferred by statute or
     authorized by the directors or by the company in general meeting.

                             DIVIDENDS AND RESERVES

99.  The company in general meeting may declare dividends, but no dividend shall
     exceed the amount recommended by the directors.

100. The  directors  may  from  time to time  pay to the  members  such  interim
     dividends as appear to the  directors to be justified by the profits of the
     company.

101. No  dividend  shall be paid  otherwise  than out of  profits  or shall bear
     interest against the company.

102. The directors may, before  recommending any dividend,  set aside out of the
     profits of the company  such sums as they think  proper as  reserves  which
     shall, at the discretion of the


<PAGE>


                                       23

     directors,  be  applicable  for any  purpose  to which the  profits  of the
     company may be properly  applied,  and pending any such application may, at
     the like  discretion,  either be employed in the business of the company or
     be invested in such  investments  (other than shares in the company) as the
     directors  may from time to time think fit. The  directors may also without
     placing the same to reserve  carry forward any profits which they may think
     prudent not to divide.

103. Subject to the rights of person,  if any,  entitled to shares with  special
     rights to dividend,  all dividends  shall be declared and paid according to
     the amounts  paid or credited as paid on the shares in respect  whereof the
     dividend  is paid,  but no amount  paid or  credited  as paid on a share in
     advance of calls shall be treated for the  purposes of this article as paid
     on the share.  All dividends shall be apportioned and paid  proportionately
     to the amounts paid or credited as paid on the shares during any portion or
     portions of the period in respect of which the dividend is paid; but if any
     share is issued on terms  providing that it shall rank for dividend as from
     a particular date that share shall rank for dividend accordingly.

104. The directors  may deduct from any dividend  payable to any member all sums
     of money,  if any,  presently  payable by him to the  company on account of
     calls or otherwise in relation to the shares of the company.

105. Any general  meeting  declaring  a dividend or bonus may direct  payment of
     such  dividend or bonus  wholly or partly by the  distribution  of specific
     assets and in particular of paid-up  shares,  debentures or debenture stock
     of any other  company or in any one or more of such ways and the  directors
     shall give effect to such  resolution,  and where any difficulty  arises in
     regard to such distribution of such specific assets or any part thereof and
     may  determine  that cash  payments  shall be made to any members  upon the
     footing of the value so fixed in order to adjust the rights of all parties,
     and may vest any such specific  assets in trustees as may seem expedient to
     the directors.

106. Any dividend, interest, or other money payable in cash in respect of shares
     may be paid by cheque or warrant  sent  through  the post  directed  to the
     registered  address of the holder or, in the case of joint holders,  to the
     registered  address of that one of the joint  holders who is first named on
     the register of members or to such person and to such address as the holder
     or joint holders may in writing direct.  Every such cheque or warrant shall
     be mad  payable to the order of the  person to whom it is sent.  Any one of
     two or more joint holders may give  effectual  receipts for any  dividends,
     bonuses,  or other  money  payable in respect of the shares held by them as
     joint holders.


                            CAPTIALISATION OF PROFITS

107. The company in general meeting may upon the recommendation of the directors
     resolve that it is desirable to  capitalize  any part of the amount for the
     time being standing to the credit of any of the company's  reserve accounts
     or to the credit of the profit and loss account or otherwise  available for
     distribution,  and accordingly  that such sum be set free for  distribution
     amongst the members who would have been entitled  thereto if distributed by
     way of dividend


<PAGE>


                                       24

     and in the same  proportions on condition that the same be not paid in cash
     but be applied  either in or  towards  paying up any  amounts  for the time
     being unpaid on any shares held by such members  respectively  or paying up
     in full  unissued  shares or  debentures  of the  company  to be  allotted,
     distributed  and  credited as fully paid up to and amongst  such members in
     the proportion aforesaid, or partly in the one way and partly in the other,
     and the  directors  shall give effect to such  resolution.  A share premium
     account  and  capital  redemption  reserve  may,  for the  purposes of this
     article,  be applied only in the paying up of unissued  shares to be issued
     to members of the company as fully paid bonus shares.

108. Whenever  such a  resolution  as  aforesaid  shall  have  been  passed  the
     directors shall make all  appropriations  and applications of the undivided
     profits resolved to be capitalized  thereby,  and all allotments and issues
     of fully paid shares or debentures,  if any and generally shall do all acts
     and  things  required  to give  effect  thereto,  with  full  power  to the
     directors to make such provision by the issue of fractional certificates or
     by payment in cash or otherwise as they think fit for the case of shares or
     debentures becoming  distributable in fractions,  and also to authorize any
     person to enter on  behalf  of all the  members  entitled  thereto  into an
     agreement   with  the  company   providing   for  the   allotment  to  them
     respectively,  credited  as  fully  paid  up,  of  any  further  shares  or
     debentures to which they may be entitled upon such captitalsations, or , as
     the case may require, for the payment up by the company on their behalf, by
     the  application  thereto of their  respective  proportions  of the profits
     resolved  to be  capitalized,  of the  amounts  or any part of the  amounts
     remaining  unpaid on their  existing  shares,  and any agreement made under
     such authority shall be effective and binding on all such members.


                                     NOTICES

109. A notice may be given by the company to any member either  personally or by
     sending  it by  post  to him at his  registered  address,  or (if he has no
     registered  address  within  Singapore)  to the  address,  if  any,  within
     Singapore  supplied by him to the company for the giving of notices to him.
     Where a notice is sent by post, service of the notice shall be deemed to be
     effected by properly addressing,  prepaying and posting a letter containing
     the notice,  and to have been effected in the case of a notice of a meeting
     on the day after the date of its posting, and in any other case at the time
     at which the letter would be delivered in the ordinary course of post.

110. A notice  may be given by the  company  to the joint  holders of a share by
     giving  the  notice to the joint  holder  first  named in the  register  of
     members in respect of the share.


111. A notice may be given by the company to the persons  entitled to a share in
     consequence  of the death or  bankruptcy  of a member by sending it through
     the post in a prepaid letter  addressed to them by name, or by the title of
     representatives  of the deceased.  or assignee of the  bankrupt,  or by any
     like description,  at the address, if any within Singapore supplied for the
     purpose by the person  claiming to be  entitled,  or (until such an address
     has been so  supplied) by giving the notice in any manner in which the same
     might have been given if the death or bankruptcy had not occurred.


<PAGE>


                                       25


112. (1)  Notice  of every  generally  meeting  shall  be  given  in any  manner
          hereinbefore authorized to-

          (a)  every member;

          (b)  every person  entitled to a share in  consequence of the death or
               bankruptcy  of a member  who,  but for his  death or  bankruptcy,
               would be entitled to receive notice of the meeting; and

          (c)  the auditor for the time being of the company.


     (2)  No other  person  shall be  entitled  to  receive  notices  of general
          meetings.


                                   WINDING UP

113. If the  company is wound up the  liquidator  may,  with the  sanction  of a
     special  resolution of the company,  divide amongst the members in kind the
     whole or any part of the assets of the  company  (whether  they  consist of
     property  of the same kind or not) and may for that  purpose set such value
     as he deems  fair upon any  property  to be divided  as  aforesaid  and may
     determine  how the division  shall be carried out as between the members or
     different  classes of members.  The liquidator may, with the like sanction,
     vest the whole or any part of any such assets in trustees  upon such trusts
     for the  benefit of the  contributories  as the  liquidator,  with the like
     sanction, think fit, but so that no member shall be compelled to accept any
     shares or other securities whereon there is any liability.


                                    INDEMNITY

114. Every director,  managing director,  agents, auditor,  secretary, and other
     officer for the time being of the company shall be  indemnified  out of the
     assets of the company  against any  liability  incurred by him in defending
     any proceedings,  whether civil or criminal, in which judgement is given in
     his favor or in which he is acquitted or in connection with any application
     under the Act in which  relief is granted to him by the Court in respect of
     any negligence default breach of duty or breach of trust.