ARTICLES OF ASSOCIATION

                                   OF THE FIRM

                        GLUKOMEDITECH AKTIENGESELLSCHAFT

                         HAVING ITS SEAT IN WITTEN /RUHR


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                               General Provisions
                               ------------------

                                         1
                            Firm, Seat, Business Year

1.     The  joint-stock  company  bears  the  firm  name

                        GlukoMediTech Aktiengesellschaft.

2.     The  Company  has  its  seat  in  Witten  an  der  Ruhr.

3.     The business year begins on 01 July of every calendar year. For the first
time, that is the case starting on 01 July 2000. The period from 01 January 2000
to  30  June  2000  forms  an  incomplete  business  year.


                                         2
                              Object of the Company

1.     The  object  of  the  Company is the development of new medical-technical
devices,  in  particular  bio-medical  sensors  -  e.g. for the determination of
glucose levels - mainly on the basis of physical principles as well as any other
activities  appropriate  to  serve  the  purpose  of  the  enterprise.

2.     The  Company  shall  be entitled to participate in other companies of the
same  kind  -  of whatever legal form -, to establish and acquire such companies
and  to  maintain  branch offices within the country and abroad. The Company can
manage  such  companies  or  restrict  itself  to  the  administration  of  the
participatory  share.  It  can outsource its operations in part or as a whole to
affiliated  companies  or  leave  them  to  such  companies.


                                         3
                                  Announcements

The  Company  shall  make  its announcements exclusively in the Federal Bulletin
(Bundesanzeiger).


                            Share Capital and Shares
                            ------------------------

                                         4
                    Amount and Division of the Share Capital

1.     The  Company's  share  capital amounts to DM 100,000.00 (amount in words:
one hundred thousand German Mark) and is divided into 20,000 shares having a par
value  of  DM  5.00  each.  The  shares  are  registered  under  the  name.

2.     Upon  the  issue of new shares, the begin of the participation in profits
can  be fixed in derogation of   60 Subsec. 2 of the AktG. The form of the share
certificate, interim certificates, divided and renewal coupons shall be fixed by
the  Managing  Board, subject to the approval of the Supervisory Board. The same
shall  apply  to  any  bonds.

3.     The  Company is entitled to issue share certificates representing several
shares  (multiple  share  certificates).

4.     If,  in  case  of a capital increase, the resolution on the increase does
not  include  any  regulations  providing  whether  the  new  shares  are  to be
registered  on  the  bearer  or  under the name, such shares shall be registered
under  the  name.

5.     In  case  of selling their blocks of shares or any individual shares, the
founders  undertake  to  offer them for sale to the other founders first. Should
none of the other founders accept such offer, the party willing to sell shall be
free  so  sell  the  shares  to  a  third  party.


                                         5
                                      Bonds

Subject  to  the Supervisory Board's approval, the Company can issue bonds up to
the  amount  of  the  respective  share  capital.


                                         6
                              Place of Jurisdiction

With  the  subscription  for  or purchase of shares or interim certificates, the
shareholder  submits  himself/herself  to  the  Company's  regular  place  of
jurisdiction  with  regard  to  any  disputes with the Company or any members of
organs  of  the  Company.


                 Constitution and Administration of the Company
                 ----------------------------------------------

                                         7
                                     Organs

The  Company's  organs  comprise

a)  the  Managing  Board;
b)  the  Supervisory  Board;  and
c)  the  Shareholders'  Meeting.


                               The Managing Board
                               ------------------

                                         8
            Composition and Rules of Procedure of the Managing Board

1.     The  Managing  Board  shall  comprise  two  members. As for the rest, the
Supervisory  Board  shall  determine  the  number  of members of the Supervisory
Board. The Supervisory Board can appoint a Chairman and a Deputy Chairman of the
Managing  Board.  The  appointment  of  deputy  members of the Managing Board is
admissible.

2.     The  Managing Board shall unanimously adopt Rules of Procedure that shall
be  subject  to  the  approval  of  the  Supervisory  Board.

3.     Decisions  of  the Managing Board shall be adopted by simple majority. In
case  of  an  equality  of  votes,  the  Chairman  shall  have the casting vote.

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                                         9
                          Representation of the Company

The  Company  shall  be  legally  represented

-     by one member of the Managing Board, if he/she has been granted sole power
of
representation  by  the  Supervisory  Board;
-     by  two  members  of  the  Managing  Board;
-     by  one  member  of  the  Managing  Board  together  with  a  Prokurist.

By  decision  of  the  Supervisory  Board:

a  member  of  the  Managing  Board  can  be  exempted  from  the prohibition of
self-contracting
(  181  of  the  BGB).


                                Supervisory Board
                                -----------------

                                        10
                    Composition, Term of Office, Resignation

1.     The  Supervisory  Board  shall  comprise  three  members.

2.     The  members  of  the  Supervisory  Board shall be elected for the period
until  the  end of the Shareholders' Meeting deciding on their discharge for the
fourth  business year after the begin of their term of office. The business year
in  which  the  term  of  office begins shall not be counted. The successor of a
member  who resigns before the expiration of the term of office shall be elected
for  the  remaining  term  of  office  of  such  resigned  member,  unless  the
Shareholders'  Meeting  decides  otherwise  on  his/her  term  of  office.

3.     The  members  of  the  Supervisory  Board can resign from their office by
means of a written notice addressed to the President of the Supervisory Board or
to  the  Managing  Board,  observing  a  notice period of four weeks. In case of
resignation  for good cause, the member of the Supervisory Board is not bound by
that  notice  period.


                                        11
                          President and Vice-President

1.     Following  the  Shareholders'  Meeting  at  which  all  members  of  the
Supervisory  Board  to  be  elected by the Shareholders' Meeting have been newly
elected,  there  shall  be held a meeting of the Supervisory Board that will not
require a special invitation. At that meeting, the Supervisory Board shall elect
a  President  and  a  Vice-President.

2.     If the President or his/her Vice-President should prematurely resign from
office,  the  Supervisory  Board  must  immediately  hold  an  election  for the
remaining  term  of  office  of  the  resigned  member.



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                                        12
                 Calling of Meetings and Adoption of Resolutions

1.     The meetings of the Supervisory Board shall be called by the President in
writing,  observing a period of fourteen days. The day of posting the notice and
the day of the meeting shall not be counted in calculating the period. In urgent
cases,  the  President  can  reduce  the  period and call the meeting orally, be
telephone,  telex  or  telegraph.

2.     Outside  the  meetings,  the  passing  of  resolutions  in  writing,  by
telegraph,  telefax  or  telex shall be admissible, provided none of the members
opposes  such  procedure  within  a  reasonable  period  fixed by the President.

3.     The  Supervisory Board shall be competent to pass resolutions if at least
two  of  its  members  take part in the meeting. Resolutions must be passed by a
majority  of  the votes cast. In case of an equality of votes, the President or,
if  the  President  does  not  take  part  in  passing  the  resolution,  the
Vice-President  shall  have  the  casting  vote.

4.     The  President  of the Supervisory Board is authorized to make, on behalf
of  the  Supervisory  Board,  the  declarations  of  intention necessary for the
implementation  of  the  resolutions  passed  by  the  Supervisory Board and its
committees.


                                        13
               Tasks, Rules of Procedure of the Supervisory Board

1.     The Supervisory Board must supervise the management of the Company by the
Managing  Board.

The  following  shall  be  subject  to  prior approval by the Supervisory Board:

a)     The  purchase  of participatory shares of companies that require expenses
of  more  that  DM  100,000.00;

b)     The  purchase and sale of real property and rights equal to real property
having a net value of more than DM 250,000.00 as well as any encumbrance of real
property;

c)     The  appointment  of  fully  authorized representatives and Prokurists as
well  as  the employment of persons whose remuneration is higher than the amount
to  be  specified  by  the  Supervisory  Board;

d)     Any other legal transaction for which the Supervisory Board has expressly
reserved  the  right  of  approval  in  individual  cases.

2.     The  Supervisory  Board  shall  adopt  its  rules of procedure within the
framework  of  imperative  legal  provisions  and  of  the  regulations of these
Articles  of  Association.


                                        14
                                  Remuneration

1.     After  the  end  of a business year, each member of the Supervisory Board
shall  be  paid  an  appropriate  remuneration  to be determined in a resolution
passed  by  the  Shareholders'  Meeting.

2.     The  Company  shall  reimburse  the  members of the Supervisory Board for
their  out-of-pocket  expenses.  The  turnover  tax  shall  be reimbursed by the
Company  to  the  extent as the members of the Supervisory Board are entitled to
charge turnover tax separately to the Company's account and exercise such right.

<PAGE>

                              Shareholders' Meeting
                              ---------------------

                                        15
                                Place and Calling

1.     The  Shareholders'  Meeting that decides on the discharge of the Managing
Board  and  of  the  Supervisory  Board,  on the distribution of profits, on the
appointment  of  the  auditor  and, if applicable, on the adoption of the annual
financial  statements  (Ordinary Shareholders' Meeting) shall be held during the
first  six  months  of  a  business  year  at  the  seat  of  the  Company.

     Extraordinary  Shareholders' Meetings shall be called when required for the
good  of  the  Company.

2.     It  shall  be  called  by  the  Managing  Board.

3.     The  Shareholders'  Meeting  must be called at least one month before the
last  day  for  deposit. The day of announcement and the last day of the deposit
period  shall  not  be  counted.  If  the  shareholders  are  known by name, the
Shareholders'  Meeting  can  be  called by registered letter; the day of posting
being  the  day  of  announcement.


                                        16
                         Participation and Right to Vote

1.     Only  shareholders  having  deposited  their Company shares with a German
notary  public,  with  a securities clearing and depositing bank, or with one of
the  depositories  indicated in the calling notice during the business hours and
leaving  them  in such deposit until the end of the meeting shall be entitled to
participate  in  the  Shareholders' Meeting and to exercise their right to vote.

     The  depositing  shall  also be regarded as effected at one of the enlisted
depositories  when  shares,  with  the consent of such depositories and on their
behalf,  are  held in a blocked securities deposit of a credit institution until
the  end  of  the  Shareholders'  Meeting.

2.     The  depositing must be effected not later than on the 7th day before the
Shareholders'  Meeting. If that day is a Saturday, Sunday or public holiday, the
depositing  shall  be  admissible  until  the  next  following  working  day.

     In  case  of a deposit with a German notary public or a securities clearing
and depositing bank, the certificate issued on such deposit must be submitted to
the  Company not later than on the first working day after the expiration of the
deposit  period.



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                                        17
                      Chairman of the Shareholders' Meeting

1.     The  Shareholders'  Meeting  shall  be  chaired  by  the President of the
Supervisory Board or, in case of absence, by the Vice-President. If both of them
are  prevented  from  taking  part,  the  chairman  shall  be  appointed  by the
Shareholders'  Meeting.

2.     The  Chairman  presides  at the meeting and determines the order in which
the  items  of  the  agenda  are  discussed as well as the type and order of the
voting.

3.     The  minutes of the resolutions passed by the Shareholders' Meeting shall
be  taken  in  accordance  with   130  of  the  AktG.


                                        18
                             Passing of Resolutions

1.     Every  DM  5.00  of  par  value  of the shares entitle to one vote at the
Shareholders'  Meeting.  The  right  to  vote commences as soon as the statutory
minimum  contribution  has  been  made  on  the  shares.

2.     Unless otherwise required by imperative legal provisions, the resolutions
of  the  Shareholders'  Meeting  shall be passed by simple majority of the votes
cast  and, in case capital majority is required by law in addition to a majority
of  votes,  by  simple  majority of the share capital represented in the voting.


                                        19
         Annual Financial Statements and Ordinary Shareholders' Meeting

1.     Observing  the periods prescribed by law, the Managing Board must draw up
the  annual  financial  statements and, if applicable, the management report for
the  preceding  business  year and submit them to the auditor. Immediately after
receipt  of  the  auditor's  report,  the  Managing Board must submit the annual
financial statements, the management report, the auditor's report as well as the
proposal  for  the  distribution  of  the  net  earnings  for  the  year  to the
Supervisory  Board.

2.     The  Supervisory  Board  must verify the annual financial statements, the
management  report and the proposal for the distribution of the net earnings for
the  year.  Within  one month form the receipt of the documents, the Supervisory
Board  must  present  its  report  to  the  Managing  Board.
Upon  receipt  of  the  Supervisory  Board's  report  on  the  result  of  its
verification,  the  Managing  Board  must  immediately  call  the  Ordinary
Shareholders'  Meeting  that has to take place within the first six months after
the end of the preceding business year. The Shareholders' Meeting decides on the
adoption  of  the  annual  financial  statements, on the distribution of the net
earnings/losses  for  the  year  and,  if  applicable,  appoints  the  auditor.



<PAGE>
                                        20
                           Dissolution of the Company

In  case  of  dissolution  of  the  Company by winding-up or merger with another
joint-stock  company,  the  Shareholders' Meeting deciding on such winding-up or
merger  shall  determine  the  mode  of  procedure  and  appoint the liquidator.


                                        21
                             Incorporation Expenses

The  parties  involved declared that the Company established shall bear the fees
of  notary  public and commercial register and taxes, if any, to an amount of DM
5,000.00.


                                        22
                             Non-Competition Clause

1.     All  shareholders and members of the Managing Board and Supervisory Board
are  generally  prohibited  from  engaging, whether directly or indirectly, on a
commercial  or  temporary  basis, for their own or for another's account, in the
Company's  line  of  business,  from acquiring a respective business enterprise,
from  participating  in  or other wise supporting such business enterprise. This
shall  apply  with  the  exception  of  a  participation in business enterprises
affiliated  with  this  Company.
     In the same way, any participation in competing enterprises - except in the
form  of  shares  and  convertible  bonds  -  even  as  dormant  partner  or
sup-participant  is  inadmissible.
     The  prohibition  of competition shall end one year after the withdrawal of
the  person  concerned.

2.     Exceptions  from  the  prohibition  of  competition  can  be  admitted by
resolution of the Supervisory Board. In passing such resolution, the beneficiary
shall  not  have  a  right  to  vote.

3.     Mrs.  Dr.  Barnikol, Prof. Dr. Barnikol, Mr. Kappes, Mr. Kutscher and Dr.
Dr.  Burkhard  are exempted from the prohibition of competition to the extent as
activities  are  concerned  that they performe within the scope of any currently
existing  participation  or  as  their  organs.
     With regard to any project companies to be established, the above-mentioned
persons  shall  be  exempted  from  the  prohibition of competition already now.


<PAGE>
I  hereby  certify that the provisions of the Articles of Association amended at
the  Extraordinary  Shareholders'  Meeting  of  08  June  2000 correspond to the
resolutions  on  the  alteration  of  the articles adopted at that Extraordinary
Shareholders' Meeting and that the provisions of the Articles of Association not
altered at the Extraordinary Shareholders' Meeting of 08 June 2000 correspond to
the  complete  wording  of  these provisions in the Articles of Association last
submitted  to  the  Commercial  Register.

Today,  I  convinced  myself  of  the  complete wording of the provisions of the
Articles  of Association last submitted to the Commercial Register by inspecting
the  files  of  the  register.

Witten,  08  June  2000

                              signed  Ludwig
                              Notary  Public






                    I HEREBY CERTIFY THAT THIS IS A TRUE AND
                      COMPLETE TRANSLATION OF THE PRESENTED
                        GERMAN DOCUMENT. THIS TRANSLATION
                               COMPRISES 1 PAGES.

                              Berlin, 20 July 2000

                                  Jochen Wendt
         Graduate Interpreter/Translator for German, English, Portuguese
        Generally Sworn Interpreter for the Courts and Notaries of Berlin