THE COMPANIES ACT, CAP. 50

                              REPUBLIC OF SINGAPORE

_____________________________________________

                        PRIVATE COMPANY LIMITED BY SHARES
_____________________________________________




                                 MEMORANDUM AND

                           ARTICLES OF ASSOCIATION OF

                       SANGUI BIOTECH SINGAPORE PTE. LTD.




_____________________________________________

     Incorporated  on  the  25th  day  of  May  1999
_____________________________________________




                       Arthur Andersen Corporate Services
                               10 Hoe Chiang Road
                              #17-02 Keppel Towers
                                Singapore 089315





                           Lodged in the Office of the
                        Registrar of Companies, Singapore

<PAGE>


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



     COMPANY  NO.

     199902823D


CERTIFICATE  OF  INCORPORATION  OF  PRIVATE  COMPANY


     THIS  IS TO CERTIFY THAT SANGUI BIOTECH SINGAPORE PTE. LTD. IS INCORPORATED
UNDER  THE  COMPANIES  ACT, CAP. 50, ON AND FROM 25/05/1999 AND THAT THE COMPANY
IS  A  PRIVATE  COMPANY  LIMITED  BY  SHARES.



GIVEN  UNDER  MY  HAND  AND  SEAL  ON  25/05/1999






        [  Singapore  Registrar  Seal]


/s/  Miss  Tan  Shook  Yng

MISS  TAN  SHOOK  YNG
SENIOR  ASST  REGISTRAR  OF  COMPANIES  AND  BUSINESSES
                             SINGAPORE

<PAGE>


INDEX
-----



PAGE
----

CERTIFICATE  OF  INCORPORATION


MEMORANDUM  OF  ASSOCIATION:-

Name  Clause     1
Location  Clause     1
Objects  Clauses     1-  4
Liability  Clause     5
Capital  Clause     5



ARTICLES  OF  ASSOCIATION

Table  "A"  excluded     7
Interpretation     7
Private  Company     8
Share  Capital  and  Variation  of  Rights     8  -  9
Lien     9  -10
Calls  on  Shares     10  -11
Transfer  of  Shares     11
Transmission  of  Shares     11-12
Forfeiture  of  Shares     12  -13
Conversion  of  Shares  into  Stock     13
Alteration  of  Capital     13  -14
General  Meetings     14
Proceeding  at  General  Meetings     15  -17
Directors:  Appointment,  Rotation,  Vacation,  etc.     18  -19
Powers  and  Duties  of  Directors     20
Proceedings  of  Directors     21-  22
Managing  Director     23
Associate  Directors     23
Secretary     23
Seal     23
Accounts     23
Dividends  and  Reserves     24  -  25
Capitalisation  of  Profits     25
Audit     25
Notices     26
Winding  Up     26
Indemnity     27





<PAGE>

                           COMPANIES  ACT,  CAP.  50

                          COMPANY  LIMITED  BY  SHARES


                            MEMORANDUM OF ASSOCIATION
                                       OF
                       SANGUI BIOTECH SINGAPORE PTE. LTD.


1.     The  name  of  the  Company  is  SANGUI  BIOTECH  SINGAPORE  PTE.  LTD.

2.     The  Registered Office of the Company will be situated in the Republic of
Singapore.

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

(a)        To  engage  in  biotechnology  and  biomedical  research in all their
respective  branches  and to collect, collate, prepare and distribute (by way of
sale,  licence,  concessions  or  otherwise) information and statistics relating
thereto  and  to train personnel for the biotechnology and biomedical industries
and  to  advance  the  skills  of  such  personnel.

(b)(i)    T  o  manufacture,  assemble, install, maintain, repair, sell, export,
import  and  otherwise deal in biotechnology-based and biomedical-based products
and  equipment  of  all  kinds  and  descriptions.

(b)(ii)    To  carry  on  business in the respective realms of biotechnology and
biomedical  research  consultants,  advisers  on  all  matters  relating  to the
biotechnology  and  biomedical  industries  and  professions, and to advise upon
means  and  methods  for  extending,  developing  and  improving  all  types  of
processes,  systems,  businesses,  industries  having  a  biotechnology-based or
biomedical-based  connection.

(c)         To  carry  on  (whether  as  principal  or  agent) all or any of the
businesses of manufacturing, blending, mixing, preparing, supplying, developing,
refining,  storing,  distributing,  marketing,  importing,  exporting,  buying,
selling,  dealing  in  (whether  by  wholesale  or  retail)  and  research  and
development  in  the applications) of biotechnological processes to all products
(whether  of  animal, vegetable, mineral or micro-organism origin) including but
not  limited  to materials, flavours, fragrances, essences, oils, preservatives,
substances  and  ingredients  for  food, cosmetics, pharmaceutical, medicinal or
chemical  products and to carry on any other business or businesses which can be
conveniently  carried on by the Company whether or not in connection with any of
the  abovenamed  objects.

(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 contracts and agreements
of  all  kinds  with  builders,  tenants  and  others.

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

<PAGE>


(f)     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 profitable 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.

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

(h)     To purchase, acquire, hold shares, stocks, debentures, debenture stocks,
bonds,  obligations  and  securities  issued  or  guaranteed  by  any  company
constituted  or  carrying  on  business in any part of the world and debentures,
debenture  stocks, bonds, obligations and securities issued or guaranteed by any
government,  sovereign  rules,  commissioner, public body, or authority supreme,
municipal,  local  or  otherwise,  at  home  or  abroad.

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

(j)     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.

(k)     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.

(l)       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 by the Company to become a
member  of  any  building  society.

(m)     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.

<PAGE>

(n)     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
obligations  of 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.

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

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

(q)     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 other establishment or profit-sharing scheme calculated to advance
the  interests  of  the  Company  or  its  officers  or  employees.

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

(s)     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 of 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.

(t)     To  accept payment for any property or rights sold or otherwise disposed
of or dealt with by the Company, either in cash, by instalments 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 restrictions in respect of dividend,
repayment  of  capital,  voting  or  otherwise,  or  in  debentures  or mortgage
debenture  or  debenture 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, stock or
securities  so  acquired.

(u)     To  enter  into  any  partnership  or  joint  venture  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, 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,  stock  or  securities  of and to subsidise or otherwise assist any such
Company.

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



<PAGE>


(w)     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.

(x)     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 authorised to carry on.

(y)     To  sell,  improve,  manage,  develop, turn to account, exchange, let on
rent, royalty, share of profits or otherwise grant licences, 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.

(z)      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 the undertaking, subject to the
liabilities  of  this  or  any  such other company as aforesaid, with or without
winding  up,  or  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 aforesaid, or by partnership, or any arrangement of
the  nature  of  partnership,  or  in  any  other  manner.

(za)     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.

(zb)      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.

(zc)      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,  whether domiciled in
Singapore  or  elsewhere.  None  of the subclauses 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,  the  intention  being  that the objects specified in each sub-clause of
this  clause  shall,  except  where  otherwise  expressed  in  such  clause,  be
independent  main  objects  and  shall  be  in  no  way limited or restricted by
reference  to  or interference from the terms of any other subclause or the name
of  the Company, but the Company shall have full power to exercise all or any of
the  powers  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.


<PAGE>


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.

We,  the  several persons whose names and addresses are 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  our  respective  names.

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


Sim  Guan  Seng                                             one
360  Pasir  Panjang  Road
#04-14
Singapore  118699
Accountant


Tang  Cheng  Lin                                            one
16  jalan  Sampurna
Singapore  268282
Accountant


Dated  this  19th  day  of  May 1999


Witness  to  the-above  signatures:-

/s/  Juliet  Ang

Name:  Juliet  Ang                                        [stamp:
Advocate  &  Solicitor                                    Juliet  Ang
Address:  200  Cantonment Road, #02-08 Southpoint         Advocate & Solicitor
Singapore  089763                                         Singapore]


Total  number  of  shares  taken                          TWO

<PAGE>

                     PRIVATE  COMPANY  LIMITED  BY  SHARES

                             ARTICLES OF ASSOCIATION
                                       OF
                       SANGUI BIOTECH SINGAPORE 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  in  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  meaning  set  opposite  to them respectively in the
second  column  thereofB

The  Company:     SANGUI  BIOTECH  SINGAPORE  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 shall also include the plural number, and
vice  versa.

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

Words  importing  persons  shall  also  include  corporations.

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

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

<PAGE>

                        PRIVATE  COMPANY

            The  Company  is  a  private  Company  and  accordingly:

     (a)     The  right to transfer shares in the Company shall be restricted in
the  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  subsidiaries  or  any  person  who  while  previously
in  the  employment  of  the  Company  or  of  its  subsidiaries  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  periods  or  payable  at  call,  whether  bearing  or  not
bearing  interest.

     SHARE  CAPITAL  AND  VARIATION  OF  RIGHTS

     4.     The  share  capital  of  the Company as authorised by the Memorandum
of  Association  of  the  Company  is  S$100,000.00  divided  into  100,000
shares  of  $1.00  each.

5.     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.

     6.     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.

7.     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

<PAGE>
persons  at  least  holding or representing by proxy one-thud 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  such  special  resolution  the
provisions  of  Section  184  of  the  Act  shall  with  such adaptations as are
necessary  apply.

     8.     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.

9.     The  Company  may  exercise  the  powers  of  paying  commissions
conferred  by  the  Act,  provided  that  the  rate  per  cent  or the amount of
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
percent  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.

     10.     Except  as  required  by  law, no person-shall be recognised by the
Shares held Company as holding any share upon any trust, and the Company shall
in trust not be bound by or be compelled in  anyway  to.  recognise  (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.

11.     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 the Company
shall  not  be  bound  to  issue  more  than  one certificate, and delivery of a
certificate  for  a  share  to  one of several joint holders shall be sufficient
delivery  to  all  such  holders.


                                      LIEN

     12.     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  provisions  of  this  article.  The  Company's  lien, if any,
on  a  share  shall  extend  to  all  dividends  payable  thereon.

<PAGE>

13.     The  Company  may  sell,  in such manner as the directors think 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.

     14.     To  give  effect  to any such sale the directors may authorise 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.

     15.     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.

     16.     No  member shall be entitled to receive any dividend or to exercise
any privileges as a member until  he  shall  have  paid  all  calls for the time
being  due  and  payable  on  every  share  held  by  him,  whether  alone
or  jointly  with  any  other  person,  together  with  interest  and  expenses
(if  any).

                             CALLS  ON  SHARES

17.     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.

     18.      A  call  shall  be  deemed  to have been made at the time when the
resolution  of the directors authorising the call was passed and may be
required  to  be  paid  by  instalments.

<PAGE>

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

20.      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 8 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.

21.     Any  sum  which  by  the  terms  of  issue of a share becomes payable on
allotment  or  at  any  fixed date, whether on account of the nominal value
of  the  share  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.

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

     23.     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
advance  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)  8  per  cent  per  annum  as may be
agreed  upon  between  the  directors  and  the  member  paying  the  sum  in
advance.

                                   TRANSFER  OF  SHARES

     24.     Subject  to  these  articles  any member may transfer all or any of
his  shares  by  instrument  in  writing  in  any  usual  or  common  form  or
in  any  other  form  which  the  directors  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.

     25.     The  instrument  of  transfer  must be left for registration at the
registered office of the Company together with such fee not exceeding SS1.00 as
of 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

<PAGE>
     powers vested in the directors by these articles register the transferee as
a  shareholder  and  retain  the  instrument  of  transfer.

26.     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  may
also  decline  to  register  any  transfer  of  shares  on  which  the  Company
has  a  lien.

27.      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

     28.     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
recognised  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  been  jointly  held  by  him  with  other  persons.

     29.     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.

     30.     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  a  transfer  signed  by  that  member.

     31.     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

<PAGE>
     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

32.     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.

33.     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.

     34.     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
forfeiture  shall  include  all  dividends  declared in respect of the forfeited
shares  and  not  actually  paid  before  the  forfeiture.

     35.     A  forfeited  share  may  be  sold or otherwise disposed 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.

     36.     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  8  per  cent  per  annum  from  the  date  of
forfeiture  on  the  money  for  the  tune  being  unpaid if the directors think
fit  to  enforce payment of such interest), but his liability shall cease if and
when  the  Company  receives  payment  in  full  of  all  such  money in respect
of  the  shares.

37.     A  Statutory  Declaration in writing that the declarant is a director or
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.


<PAGE>

     38.     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  favour  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,  nor  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.

     39.     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

     40.     The  Company may by 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.

     41.     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.

     42.     The  holders  of  stock  shall according to the amount of the 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.

     43.     All  such provisions of these articles as are applicable to paid-up
shares shall apply to stock, and the words  "share"  and  "shareholder"  therein
shall  include "stock" and "stockholder".



<PAGE>

                                ALTERATION  OF  CAPITAL

     44.     The  Company  may  from  time  to  time  by  ordinary  resolution;

     (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 subdivision 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 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.

     45.     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  on  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  premium or at a discount for such time and
for  such  consideration  as  the  Directors  may  see  fit.

     46.     Except  so  far  as  otherwise  provided  by  or  pursuant to these
Articles or by the conditions of issue, any new share capital shall be
considered as part of the original share capital of the Company, and shall be
subject to the same provisions with reference to the payment of  calls,  liens,
transfer,  transmission,  forfeiture,  and  otherwise  as  the  original  share
capital.

     47.     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  authorised,  and  consent
required  by  law.



<PAGE>


                                  GENERAL  MEETINGS

     48.     An  annual  general  meeting  of  the  Company  shall  be  held  in
accordance with the provisions of the Act.  All general meetings other than  the
annual  general  meetings  shall  be  called  extraordinary  general  meetings.
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
requisitionists  as  provided  by  the  Act.

49.     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.

50.     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, 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

51.     No  business  shall  be  transacted  at  any  general  meeting  unless a
quorum  of  members  is  present  at  the  time  when  the  meeting  proceeds
to  business.  Save  as  herein  otherwise  provided  and  subject  to  the
provisions  in  the  Act  on  wholly  owned  subsidiaries,  two  members
present  in  person  shall  form  a  quorum.  For the purposes of these articles
"member"  includes  a  person  attending  as  a  proxy  or  as  representing  a
corporation  which  is  a  member.

52.     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  at  the  same  time
and  place,  or  to  such  other  day  and  at  such  other  time  and  place as
the  directors  may  determine.  And  if  at  the  adjourned  meeting  a
quorum  is  not  present  within  half  an  hour  from  the  time  appointed
for  the  meeting,  the  member  or  members  present  in  person  or  by
proxy,  attorney  or  representative  shall  be  a  quorum.


<PAGE>

53.     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  meeting or is unwilling to act, the members
present  shall  elect  one  of  their  number  to  be  chairman  of the meeting.

54.     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  at  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.

55.     Subject  to the provisions of the Act, a resolution in writing signed by
all members for the time being  entitled  to  receive  notice  of and attend and
vote  at  general  meetings  (or  being  corporations,  by  their duly appointed
authorised  representatives)  shall  be  as  effective  as  if the same had been
passed  at  a  general  meeting  of  the  Company  duly  convened  and  held,
and  may  consist  of  several  documents  in  the  like  form,  each  signed by
one  or  more  persons.

56.     At  any  general  meeting  a  resolution  put to the vote of the meeting
shall  be  decided  on  a  show  of  hands  unless  a  poll is (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  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  onetenth  of the total sum paid up on all the shares
conferring
that  right.

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 favour
of or against the resolution. The demand for a poll  may  be withdrawn.


<PAGE>


     57.     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  on  a  question  of  adjournment  shall  be  taken  forthwith.

     58.     Any  ordinary resolution, determined on without any general meeting
and  evidenced  by  writing  under  the  hands  of  members  of  the  Company
holding  not  less  than  ninety-five  (95)  percent  of  the  shares  of  the
Company  for  the  time  being  issued,  shall  be  as valid and effectual as an
ordinary  resolution  duly  passed  at  a  general  meeting  of  the  Company.

59.     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.

     60.     The  demand  for  a  poll  shall  not  prevent the continuance of a
meeting  for the  transaction  of  any  business,  other  than  the question for
which a poll has  been  demanded.

     61.     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  appointed  authorised  representative  shall  have  one  vote  for  each
share  he  holds.

62.     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.

63.     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.

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

<PAGE>

     65.     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.


     66.     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
authorised  in  writing  or,  if  the  appointer  is a corporation, either under
seal  or  under  the  hand  of  an  officer or attorney duly authorised. 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.

     67.     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:

                   SANGUI  BIOTECH  SINGAPORE  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 _______19__, and at any adjournment
thereof.

     Signed  this  ___day  of  ___19___.

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

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

     68.     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  proposes  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.



<PAGE>

     69.     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,  ROTATION,  VACATION  ETC.

     70.     The  number  of  the  directors shall be not less than two nor more
than twelve.  The first directors shall be Sim  Guan  Seng  and  Tang Cheng Lin.

71.     Any  director  may  from  time  to  time  appoint  any  person  (not
disapproved  by  a  majority  of  the  other  directors  for  the time being) to
be  an  alternate  director  of  the  Company,  and  may at any time remove
the  alternate  director  so  appointed  by  him  from  office.  An  alternate
director  so  appointed  shall  not  be  entitled  to  receive  any remuneration
from  the  Company,  but  shall  be  entitled  to  receive notices of and attend
all  meetings  of  the  directors,  and  to  vote  as  a  director  at  any such
meeting  at  which  the  director  appointing  him  is  not  present,  and
generally  in  the  absence  of  his  appointor  to perform all the functions of
his  appointor  as  a  director. An alternate director shall ipso facto cease to
be  an  alternate  director  if  his  appointor  ceases  for  any reason to be a
director.  All  appointments  and  removals  of  alternate  directors  made  by
any  director  in  pursuance  of  the  provisions  of these Articles shall be in
writing  under  the  hand  of  the  director  making  the  same  and left at the
office.  The  nomination  of  an  alternate  director  shall be valid if made by
cable  or  telegram  provided  that  such  nomination  shall  be  confirmed
within  three  months  from  the  date  of  such  cable or telegram by a written
nomination  complying  with  the  abovementioned  requirements,  and  any
act  done  by  the  alternate  director  nominated  in  such  cable  or telegram
between  the  date  thereof  and  the  date  of  the  receipt  within  the
prescribed  period  by  the  Company  of  the  written  nomination  shall  be as
valid  and  effectual  as  if  such  alternate  director had been duly appointed
in  the  first  instance,  whether  such  written  nomination  shall be received
by  the  Company  within  the  prescribed  period  or  not.

     72.     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  a  multiple  of  three,  then the number nearest one
third,  shall  retire  from  office.


<PAGE>


     73.     The  directors to retire in every year shall be those who have been
longest  in  office  since  their  last  election,  but  as  between persons who
became  directors  on  the  same  day  those  to  retire  shall  (unless  they
otherwise  agree  among  themselves)  be  determined  by  lot.  A  retiring
director  shall  be  eligible  for  re-election.

     74.    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,  or unless a resolution for the re-election of that director is
put  to  the  meeting  and  lost.

     75.     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  go  out  of  office.

     76.      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.

     77.     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.

     78.     The  remuneration, if any, 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  travelling,  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.

     79.     It  shall  not  be  necessary  for  directors  to  hold  any  share
qualification  in the  Company.



<PAGE>


     80.     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;

           (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  more 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 in 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


     81.     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.



<PAGE>

     82.     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.

     83.     The  directors  may  exercise  all  the  powers  of  the Company in
relation to any official seal for use outside Singapore and in relation to
branch register.

     84.     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  directors  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  authorise  any  such  attorney  to  delegate  all  or  any  of  the
powers,  authorities,  and  discretions  vested  in  him.

     85.     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,  in  such  other  manner  as
the  directors  from  time  to  time  determine.

     86.     The  directors  shall  cause  minutes  to  be  made:

(a)     of  all  appointments  of  officers to be engaged in the management
of  the  Company's  affairs;

(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.




<PAGE>

                             PROCEEDINGS  OF  DIRECTORS

87.     The  directors  may  meet  together for the despatch of business adjourn
and  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.

     88.     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.

     89.     (a)     A  director  who  is  in  any  way,  whether  directly  or
indirectly interested in a contract  or  proposed  contract  with  the  Company
shall  declare  the  nature  of  his  interest  in  accordance  with  the
provisions  of  the  Act.  Save  as  by  the  next  following  paragraph
of  this  Article  otherwise  provided,  a  director  shall  not  vote  in
respect  of  any  contract  or  arrangement  in  which  he  is  interested
(and  if  he  does  his  vote  shall  not  be  counted),  nor  shall  he  be
counted  for  the  purpose  of  any  resolution  regarding  the  same,  in
the  quorum  present  at  the  meeting  but  this  Article  shall  not
apply  to:

     (i)     any  arrangement  for  giving  to  him  any  security  or
indemnity  in  respect  of  monies  lent  by  him  or
obligations  undertaken  by  him  for  the  benefit  of  the
Company;  or

     (ii)     any  arrangement  for  the  giving  by  the  Company  of  any
securities  to  a  third  party  in  respect  of  a  debt  or
obligation  of  the  Company  for  which  he  himself  has
assumed  responsibility  in  whole  or  in  part  under  a
guarantee  or  indemnity  or  by  the  deposit  of  a  security;

     (iii)     any contract by him to subscribe for or underwrite shares, stocks
or  debentures  of  the  Company;  or

     (iv)     any  contract  or  arrangement  with  any  other  company  in
which  he  is  interested  only  as  a  director  or  other  officer
or  creditor  of  or  as  a  shareholder  in  or  beneficially
interested  in  the  shares  of  the  Company.

(b)     A  director,  notwithstanding his interest, may be counted in the quorum
present at any meeting whereat he or any other director is appointed to hold any
executive office or other office or place of profit under the Company or whereat
the directors resolve to exercise any of the rights of the Company (whether by
the exercise

<PAGE>

of  voting  rights  or  otherwise)  to appoint or concur in the appointment of a
director  to hold  any office or place of profit under any other company whereat
the terms of any such appointment are considered and he may vote on any such
matter other than in respect  of  his  own  appointment  or  the  arrangement of
the terms thereof.

(c)     The  provisions  of  this  Article  may  at  any  time  be suspended and
relaxed  to  any  extent  and  either  generally or in respect of any particular
contract  arrangement  or  transaction,  carried  out  in  contravention of this
Article
may  be  ratified  by  Ordinary  Resolution  of  the  Company.

90.     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.

91.     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  Company  as  the  necessary
quorum  of  directors,  the  continuing  director  or  directors  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.

92.     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.

93.      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.

94.      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.

95.      All  acts  done  by  any  meeting of the 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.


<PAGE>

96.     A  resolution  in writing, signed or approved by letter, telex, telegram
or facsimile by a majority  of the directors, shall be as valid and effectual as
if it had been passed at a meeting of the directors duly called and constituted;
provided  that where a director is not so present but has an alternate who is so
present, then such resolution must also be signed by such alternate. All such
resolutions shall be described as "Directors' Resolutions" and shall be
forwarded or otherwise delivered to the Secretary without delay, and shall be
recorded by the Secretary in the Company's Minute  Book. Any such resolution may
consist of several documents in like form, each signed by one or more directors.

                                    MANAGING  DIRECTOR

97.     The  directors  may  from 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  appointment  A  director  so
appointed  shall  not,  while  holding  that office, be subject to 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.

98.     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.

99.     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  these  powers.

                              ASSOCIATE  DIRECTORS

100.    The  directors  may  from  time  to  time  appoint  any  person to be an
associate  director  and  may  from  time  to  time  cancel  any  such
appointment.  The  directors  may  fix,  determine  and  vary  the  powers,
duties  and  remuneration  of  any  person  so  appointed,  but  a  person  so
appointed  shall  not  be  required  to  hold  any  shares  to  qualify  him for
appointment  nor  have  any  right  to  attend  or  vote  at  any  meeting  of
directors  except  by  the  invitation  and  with  the consent of the directors.

                                       SECRETARY

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


<PAGE>
                                         SEAL

102.    The director 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  authorised  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

103.    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  authorised  by  the  directors or by the Company
in  general  meeting.

                                DIVIDENDS  AND  RESERVES

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

105.    The  directors  may  from  time  to  time  pay  to  members such interim
dividend  as  appear  to  the  directors  to  be justified by the profits of the
Company.

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

107.    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  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.



<PAGE>


108.    Subject  to  the  rights  of  persons,  if  any, entitled to shares with
special  rights  as  to  dividend,  all  dividends  shall  be  declared  and
paid  according  to  the  amounts  paid  or  credited  as  paid on the shares in
respect  of  which  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  dividends  from  a  particular  date that share shall rank for
dividend  accordingly.

109.    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.

110.     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,  the  directors may
settle  the  same  as  they  think expedient; and fix the value for 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.

111.    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  made  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.

                               CAPITALISATION  OF  PROFITS

112.    The  Company  in  general  meeting  may  upon  the recommendation of the
directors  resolve  that  it  is  desirable to capitalise 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

<PAGE>
be  set  free  for  distribution  amongst  the  members  who  would  have
been  entitled  thereto  if  distributed  by  way  of  dividend  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  a  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.

113.    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  capitalised  thereby,  and  all allotments
and  issued  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 authorise
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 capitalisations,  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  capitalise,  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.

                                      AUDIT

114.    Once  at  least  in  every  year  the  accounts  of the Company shall be
examined,  and  the  correctness  of  the  profit  and  loss  account  and
balance  sheet  ascertained  by  one  or  more  Auditor  or  Auditors,  and  the
provisions  of  the  Act  and  any  modification  or  re-enactment  thereof  for
the  time  being  in  force  in  regard to audit and Auditors shall be observed.

                                      NOTICES

115.    A  notice  may  be  given  by  the  Company  to  any  member  either
personally  or  by  sending  it  by  post  or  by  facsimile  to  him  at  his
registered  address  supplied  by  him  to  the  Company  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,  pre-paying,  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

<PAGE>
letter  would  be  delivered  in  the  ordinary  course  of  post.

116.    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.

117.    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,  in
Singapore  supplied  for  the  purpose  by  the  persons  claiming  to  be  so
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.

118.     (a)    Notice  of  every  general  meeting shall be given in any manner
hereinbefore  authorised  to:-

(i)    every  member;

     (ii)   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

     (iii)   the  auditor  for  the  time  being  of  the  Company.

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


                                        WINDING  UP

119.    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,  thinks  fit,  but  so  that  no  member  shall  be
compelled  to  accept  any  shares  or  other  securities  whereon  there is any
liability.

<PAGE>


                                        INDEMNITY

     120.    Every  director,  managing  director, agent, auditor, secretary and
other offices 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  favour  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.

<PAGE>


                     Names,  Addresses  and Descriptions  of  Subscribers


Sim  Guan  Sena
360  Pasir  Panjang  Road                     /s/  Sim  Guan  Seng
#04-14
Singapore  118699
Accountant


Tang  Cheng  Lin
16  Jalan  Sampurna                          /s/  Tang  Cheng  Lin
Singapore  268282
Accountant


Dated  this  19th  day  of  _________May  ________1999


Witness  to  the  above  signatures:

     /s/  Juliet  Ang

                                                     [Stamp:  Juliet  Ang
Names:  Juliet  Ang                                  ADVOCATE  &  SOLICITOR
Advocate  &  Solicitor                                  SINGAPORE  ]
Address:  200  Cantonment  Road,  #02-08  Southpoint
     Singapore  089763