ARTICLES OF ASSOCIATION

                                   OF THE FIRM

                        SANGUIBIOTECH AKTIENGESELLSCHAFT

                         HAVING ITS SEAT IN WITTEN /RUHR


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                                         1

The  joint-stock  company  bears  the  firm  name

                       "SanguiBioTech Aktiengesellschaft".

Its  seat  is  Witten  an  der  Ruhr.

The  Company  is  of  unlimited  duration.


                                         2

The  object of the Company is the research into and development of an artificial
oxygen  carrier  for  medical  applications  as well as comparable products, the
research  in the field of therapeutic and diagnostic products, their development
and  the  production  of  and  trading  in  such  products.

The Company can perform all activities appropriate to achieve the purpose of the
Company.  It can establish or acquire other enterprises and participate in other
business  enterprises  of  the  same  or  a  comparable  kind.


                                         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.


                                         4

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


                                         5

The  Company's share capital amounts to DM 100,000.00. It is divided into 20,000
shares  having  a  par  value  of  DM  5.00  each.


                                         6

The  shares  are  registered  under  the  name.

If,  in  case  of  a  capital increase, the resolution on such 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,
too.  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 buy the shares offered to him/her, the party willing
to  sell  shall  be  free  so  sell  them  to  a  third  party.

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                                         7

The form of the share certificates and of the dividend 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.


                                         8
                               The Managing Board
            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 of the Managing Board 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.


                                         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).


                                        10
                                Supervisory Board

The  Supervisory  Board  shall comprise three members. It shall be elected for a
term  not longer than until the end of the Shareholders' Meeting deciding on the
discharge  for the fourth business year after the election. The business year in
which  the  election  is  held  shall  not  be  counted.


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When  electing  the  members of the Supervisory Board, the Shareholders' Meeting
shall  also elect the same number of deputy members for the same term and decide
the  order  in  which  they shall replace, for the remaining term of office, any
members  of  the  Supervisory  Board  who  resign  during  their term of office.

Any  member of the Supervisory Board can resign from his/her office even without
good  cause,  observing  a  notice  period  of  one  month.


                                        11

At  a meeting that shall not require a special invitation and be held subsequent
to  the  Ordinary  Shareholders'  Meeting,  the Supervisory Board shall annually
elect  a  President and a Vice-President from amongst its members. That election
is  to  be  repeated  as  soon  as  one  of  these  offices  ceases.


                                        12

The  Supervisory  Board  shall be competent to pass resolutions when the members
have  been  invited  in  writing  under  their  last indicated address and three
members  are  present.  Meetings  shall  be  chaired  by  the  President  or the
Vice-President  of the Supervisory Board. The type of voting shall be determined
by  the  chairman  of  the  respective  meeting.

Meetings of the Supervisory Board should be called in every calendar quarter, if
possible.  They  must  be  called  once  in  a  calendar  half-year.

Resolutions shall be passed by simple majority. In case of an equality of votes,
the chairman of the respective meeting shall have the casting vote, in elections
the  decision  shall  be  taken  by  drawing  lots.

Resolutions  of consent with regard to the matters regulated under   13 of these
Articles  of  Association must be passed by a two-thirds majority of the members
of  the  Supervisory  Board.

The  Supervisory  Board can also take votes in writing, by telegraph or telefax,
without  calling  a  meeting  if the President or the Vice-President orders such
voting  and if none of the members of the Supervisory Board opposes that mode of
procedure.

Persons  who  are  not  members  of  the  Supervisory Board can take part in the
meetings  of  the  Supervisory Board or its committees instead of members of the
Supervisory Board, provided they have been authorized in writing by such member.
They  can also submit written votes of the respective members of the Supervisory
Board. These regulations do not apply to the President and the Vice-President of
the  Supervisory  Board.

Declarations  of  intent of the Supervisory Board shall be made by the President
or  the  Vice-President  on  behalf  of  the  Supervisory  Board.



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                                        13

The  approval  of  the  Supervisory  Board  shall  be  required:

a)     for  the acquisition of real property and real property rights as well as
the  disposal of real property and real property rights, as far as the object of
disposal  exceeds  an  amount  of  DM  10,000.00;
b)     for  the  establishment  of  branch  offices  and  their  dissolution;
c)     with  regard to all buildings concerning the Company's facilities and any
repair  of  them  exceeding  an  amount  of  DM 10,000 in every individual case;
d)     for  the  raising  or  granting  of  credits  and  loans  of more than DM
10,000.00  each,  for  the acquisition of any patents at a price of more than DM
10,000.00  as  well as for the acquisition of any licences with annual royalties
of  more  than  DM  10,000.00;
e)     for  the  granting of Prokura or general power of attorney as well as for
the  conclusion  of  any  contracts  on  communities  of  interest;
f)     for breaking off current research projects and starting new ones, as well
as  for  the  initiation  or  abandonment of any production and marketing on the
basis  of  completed  research  projects.

In  rules  of  procedure  given to the Managing Board, the Supervisory Board can
also  determine  other transactions than those listed above to be subject to its
approval.


                                        14

The  Supervisory  Board  can form committees from amongst its members and assign
certain  tasks  to  them.  The  Supervisory  Board  can also delegate any of its
essential  powers  to  such  committees.


                                        15

The  President  or the Vice-President shall call the meetings of the Supervisory
Board, observing an invitation period of one week. The agenda should be enclosed
with  the  invitation.


                                        16

Apart  from  the reimbursement of their expenses, the members of the Supervisory
Board  shall receive a fixed remuneration to be paid after the end of a business
year  the  amount  of  which shall be determined every year by the Shareholders'
Meeting.  For  the President, it shall be double and for the Vice-President, one
and a half the amount determined for the other members of the Supervisory Board.


                                        17

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  every  business  year.

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


                                        18
                   Place and Calling of Shareholders' Meeting

1.     The  Shareholders'  Meeting  shall take place at the seat of the Company.

2.     It  shall  be  called  by  the  Managing  Board.

3.     The  Shareholders' Meeting must be called not later than one month before
the  last  day of deposit, not counting the day of the announcement and the last
day  of  the  deposit  period.

If  the  shareholders  are  known by name, the meeting can be called by means of
registered  letter,  the  posting  date  being  the  day  of  announcement.


                                        19

Shareholders who have deposited their shares with a German notary public, with a
securities  clearing  and  depositing  bank,  or  with  one  of the depositories
indicated in the calling notice until the end of the Shareholders' Meeting shall
be  entitled  to  exercise their right to vote at the Shareholders' Meeting. The
deposition  shall  also  be admissible in such manner that the shares,  with the
consent  of  such  depository  and  on  its  behalf,  are  blocked  by  a credit
institution  until  the  end  of  the  Shareholders'  Meeting.

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


                                        20

Every  DM  5.00  of  par  value  of  the  shares  entitles  to  one  vote.


                                        21

The  Shareholders'  Meeting shall be chaired by the President of the Supervisory
Board,  by the Vice-President or another member of the Supervisory Board. Should
none  of  them  have  appeared  or  be  ready  to  chair the meeting, the eldest
shareholder  present  shall  open the meeting and have a chairman elected by the
Shareholders'  Meeting.

The  Chairman  shall  determine  the  order in which the items of the agenda are
discussed  as  well  as  the  type  the  voting.

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



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                                        22

The resolutions of the Shareholders' Meeting shall be adopted by simple majority
of  the  votes  cast,  unless  the  Company  Law imperatively requires a greater
majority,  namely  in  its    52 (post-formation acquisition), 179 (amendment of
the  articles  of  association), 182, 186, 192, 202, 207 (capital increase), 229
(simplified  capital  reduction),  262  (dissolution).

In  case  of  an  equality  of  votes,  a  motion shall be regarded as rejected.


                                        23

If  in elections, no majority is reached on the first ballot, the two candidates
who  have  reached  the  highest numbers of votes shall be nominated for further
election.  If that ballot results in an equality of votes, the decision shall be
taken  by  drawing  lots.


                                        24
         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  to the
Supervisory  Board  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.

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  results  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  for  the  year  and,  if  applicable,  appoints  the  auditor.


                                        25

The  net  earnings  resulting  after making any depreciation, value adjustments,
provisions and reserves, shall be distributed among the shareholders, unless the
Shareholders'  Meeting decides to utilize them in another way. The shareholders'
shares  in  the  net earnings shall be calculated according to the contributions
paid  in  on  the  shares.


                                        26

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 liquidators.


                                        27
                             Non-Competition Clause

1.     All of the members of the Managing Board and of the Supervisory Board are
generally  prohibited  from  engaging,  whether  directly  or  indirectly,  on a
commercial  or temporary basis, for their own or a third party's account, in the
Company's  line of business, from acquiring a respective business enterprise and
from  participating  in  or  otherwise  supporting  such  enterprise,  with  the
exception  of  participation  in  any  enterprises affiliated with this Company.

In  the  same manner, any participation in competing enterprises - except in the
form  of  shares  and  convertible  bonds  -  even  as  a  dormant  partner  or
subparticipant  is  inadmissible.  The  prohibition of competition shall end one
year  after  the  respective  member  leave  the  organ  of  the  Company.

2.     By  decision of the Supervisory Board, exemptions from the prohibition of
competition  can be admitted. In taking such decision, 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 perform within the scope of any presently
existing  participation  or  as  their  organs.

With  regard to and project companies to be founded, the above-mentioned persons
already  now  are  exempted  from  the  prohibition  of  competition.

<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 these 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 (including this page)

                              Berlin, 20 July 2000

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