ARTICLES OF INCORPORATION

                                       of

                                   402, INC.

KNOW ALL MEN BY THESE PRESSNT, that  I  the  undersigned,  do  hereby  associate
myself into a corporation under  and pursuant to the provisions and by virtue of
the laws of the State of in the Corporation Act of 1925, and all Acts amendatory
thereof  and  supplemental   thereto,  and  for  that purpose  do  hereby   make
subscribe, acknowledges certify and set forth as follows:

     FIRST:    That the name of the corporation shall be: 402, INC.

     SECOND:   The principal  office or place of  business  of  the  corporation
shall be located at 402 North  Division  Street,  Carson City,  Nevada,  at the
offices of ALLISON,  MacKENZIE,  HARTMAN,  SOUMBENIOTIS a RUSSELL, LTD., but the
corporation  may maintain offices,  a4encies and places of business in any other
state in the United States  and in foreign  countries without  restriction as to
place;  and the  corporation  may keep such  books,  papers  and  records of the
corporation  as are not  required  by law to be kept within the State of Nevada,
and as the directors may find convenient,  in such offices,  agencies and places
of business,

        THIRD: The  nature  of the business to be transacted and the objects and
purposes to be promoted and carried on by the corporation shall be as follows:

        (a) To engage in any lawful  activities  not prohibited by law  anywhere
in the world.

        (b) To perform  services of every kind and nature  authorized by law for
any person,  firm association or corporation.  To enter into, make,  perform and
carry  out  contracts  of  every  kind and  character  with  any  person,  firm,
association or corporation.

        (c) To engage in and conduct every type of building and/or  construction
and/or  contracting work in the State of Nevada and in every state and territory
of the United States,  and/or in any foreign country,  including but not limited
to the construction of all types of buildings,  highways,  mining  developments,
irrigation works,  naval and military  installations,  docks,  piers,  airports,
ranching  and farming  projects,  and also to engage in every type and manner of
activity  incidental  thereto and in connection  with or  independently  of the
above,  to own, lease and rent and/or in any manner deal with and trade in every
type and  manner  of  motor  vehicles,  machinery,  equipment,  merchandise  and
supplies,  and to manage,  operate and conduct every type and manner of business
in which such may be  employed;  to enter into every kind and manner of contract
and  agreement  concerning  such  work;  to give and post bond for the  faithful
performance thereof; and without limitation, except as may be imposed by law, to
do every act and thing necessary  and/or required in the carrying on,  operating
and   conducting  of  a  general   contracting   business;   to  engage  in  the
transportation  of passengers and commodities both intrastate and interstate and
within the State of Nevada,  and in any other state and  territory in the United
States and/or in any foreign country;  to build,  rent,  lease,  buy, sell, own,
operate  and   manage   machine  shop,  foundries,  garages,  service  stations,
depots,  that   restaurants,  taxi   cabs,  stages,  bus lines,  freight  lines,
passenger and transportation lines, railroads and steamships, and airlines.

        (d) To  manufactured  purchase,  sell  and  deal in  export  and  import
personal  property of all kinds  other than and in addition to goods,  wares and
merchandise hereinbefore set forth and described, and to pledge, hypothecate, or
to otherwise encumber the same in any manner  whatsoever,  or to borrow thereon,
in such ways and to such extent as may be  prescribed or required by the laws of
any state of the United States or any other country.

        (e) To mortgage#  pledgeo  hypothecate and trade in all manner of goods,
wares, merchandise, commodities and products, including machinery and mechanical
appliances of every description.

        (f) To buy, sell,  mortgage,  own, hold, lease,  develop and deal in and
with real  estate,  and with any and  all franchises,  appurtenances,  easements
privileges  and rights  thereto  pertaining,  and any interest  therein,  and to
develop  and/or  to  improve  the  same in any manner deemed advantageous to the
corporation; and to build,  purchase,  or lease,  dispose  of sell and  mortgage
buildings, houses and premises, plants, factories, mills and structures of every
description,  used  in  connection  with,  or  incident  to,  or  which  may  be
advantageous to the business of the corporation.

        (g) To acquire by purchase, lease or otherwise, the good will, business,
property,  assets,  franchises  and  rights,  in whole or in part of any person,
firm,  association or  corporation;  and to assume all or any of the liabilities
thereof and to pay for the same in cash# with the stock of this  corporation  or
its  debentures,  or bonds,  or otherwise,  and to hold,  maintain,  operate and
conduct,  an well as in any manner to  dispose  of, the whole or any part of the
property so acquired, but always in accordance with, and subject to, the laws of
the State of Nevada.

        (h)  To  borrow  money  and  contract   debts  when  necess4ry  for  the
transaction  of the  business  of  the  corporation  for   the  exercise  of its
corporate  rights or  privileges  or franchises, or for any other purpose of its
incorporation;  also to  issue  bonds or promissory  notes, bills  of  exchange,
debentures and other obligations and also evidences of indebtedness,  payable at
specified time or times,  or payable upon the happening of a specified  event or
events,  and when necessary to secure the same or any part thereof,  or any part
or parts of the same by mortgage,  pledge or  otherwise,  for money  borrowed or
goods  purchased  or for payment of property bought or acquired or for any other
lawful obligation; also to issue, sell and dispose of certificates of investment
or participation certificates,  upon such terms and under such conditions as are
or may be  prescribed  by the laws of the State of Nevada,  or by the by-laws of
the corporation.

        (i) To  loan the funds of the corporation upon notes, bonds', mortgages,
deeds  of  trust, debentures or other securities, or property, real, personal or
mixed, or otherwise.

        (j)  To  receive;   collect  and  dispose  of  principal  and  interest,
dividends, income, increments and profits upon or from all or any notes,  stocks
or bonds, deeds of trust, debentures securities,  obligations and other property
held   owned or  possessed  by the  corporation  or any  other  person,  firm or
corporation  as  escrow  agent  or  trustee  or for the use and  benefit  of the
corporation and ' to exercise in respect of all such stocks,  bonds,  mortgages,
deeds  of  trust,  notes  debentures,  obligations,  securities  and  all  other
property  and any and all  bonds,  any and all  rights of  individual  ownership
thereof.

        (k) To guarantee the payment of dividends or interest on shares of stock
of this corporation or upon the contracts& stocks, bonds, or other securities or
agreements  of this corporation, or of any other parson or corporation, and also
to  become  surety,  guarantor  or  indemnitor in connection  with  any  of  the
foregoing  purposes  for  the  payment of  money or for the performance of other
obligations.

        (1) To purchase, acquire and to hold,  use,  operate,  introduce,  sell,
assign or  otherwise  dispose of,  hire or let or licenser any  patents,  patent
rights,  licenses,  trademarks,   trade  names,  privileges,   formulas,  secret
process  and  any  and   all  inventions,  improvements  and  processes  used in
connection  with or secured under letters patent and grants of the United States
of America or any other country or government, and which may appear likely to be
advantageous or useful to the corporation,  and to use, exercise,  develop,  and
grant  licenses  in respect of and to turn to  account,  manufacture,  build and
construct under such patents# licenses,  processes and the like,  inventions and
improvements  with the view of working and developing the same and  effectuating
the foregoing objects or any thereof.

        (m) To  act  as  agent,  attorney  in  fact,  trustee,  or in any  other
representative capacity for other persons, firms or corporations.

        (n) To guarantee,  purcha3e,  hold# sell,  transfer,  assign,  mortgage,
pledge or otherwise dispose of the shares of the capital stack  or of any bonds,
securities or evidences of  indebtedness  created by any  other  corporation  or
corporations  of the State of Nevada,  or of any  other state or government  and
while owner of such stocks to exercise all the rights,  powers and privileges of
ownership, including the right to vote thereon.

        (o) To  purchase,  hold or sell, transfer and reissue  shares of its own
capital  stock,  but always in accordance  with, and as permitted by the laws of
the State of Nevada, and the by-laws of the corporation.

         (p) To enter into,  make and  perform  contracts of every kind with any
person, firm,  association or corporation,  public,  private or municipal or any
body politic,  and with any state or with the government of the United States or
any dependency  thereof as well as any  foregoing  government  and in general to
carry  on and  conduct  and  engage  in any  business  in  connection  with  the
foregoing,  either  as  manufacturers  dealer,  principal,  agent  or  otherwise
permitted to corporations organized under the laws of the State of Nevada.

        (q) To establish,  maintain,  operate, conduct and carry on in the State
of Nevada and in  any or all of the  general  states,  territories,  possessions
and  dependencies  of  the United  States the District of  Columbia,  And in any
foreign  country,  its  business or any part or parts  thereof and as many other
businesses,  stores, plants, factories, mills, warehouses,  offices and agencies
as may be necessary or deemed  expedient for the corporation and its business as
well as for the extension,  expansion and exploitation of the affairs, operation
and benefit of the corporation.

        (r)  And  generally  to  do  all  and  everything  necessary,  suitable,
convenient  or  proper  for  the  accomplishment  of  any of the purposes or the
attainment  of  any  of  the  objects or the  furtherance of any of  the  powers
hereinbefore  set forth  either alone or in association with other corporations,
firms,  or   individuals  and  to do  every  other  act  or  thing incidental or
pertaining  to  or  growing  out  of  the  aforesaid purposes or  powers, and/or
any  of them,  provided the same be not inconsistent  with the laws of the State
of Nevada;  and  also  to  exercise  any  and  all of the powers  conferred upon
corporations  by the laws of the State of Nevada which now exist or which may be
hereafter  conferred  upon or  granted to  corporations  by the laws of the said
State of Nevada.

        FOURTH;  The  amount  of  the  total  authorized  capital  stock  of the
corporation is 2500 shares of common stock of no par value.

        FIFTH:  The members of the  governing  board shall be known as directors
and the number  thereof  shall be not less than three  (3),,  nor more than nine
(9), the exact number to be fixed by the by-laws of the  corporation;  provided,
that when all of the shares of the  corporation  are owned  beneficially  and of
record by either one or two  stockholders,  the number of directors  may be less
than three (3) but not less than the number of stockholders.

        The name and post office  address of the first Board,  consisting of one
(1) director, is as follows:

NAME                  POST OFFICE ADDRESS

MIKE PAVLAKIS         P.O. Box 646
                      Carson City, KV 89702

        SIXTH: The  capital stock shall not be subject to any further assessment
to pay the debts of the corporation.

        SEVENTH;  The name  and post  office  address  of the sole  incorporator
signing these Articles of Incorporation are as follows;

BONNIE KORDONOW P.O. Box 3362
                Dayton, NV 89403

         EIGHTH: This corporation is to have perpetual existence.

         NINTH: In furtherance, and not in limitation of the power  conferred by
statute the Board of Directors is expressly authorized:  I Subject to the by-law
so if any, adopted by the stockholders,to make alter or amend the by-laws of the
corporation to fix the I amount to be reserved as working capital over and above
the capital stock  paid  in; to authorize and cause to be executed mortgages and
liens upon the real and personal Property of this corporation; From time to time
to determine whether, and to what extent, and to what times and places,and under
what conditions an regulations, the accounts and books of this corporation.Other
than  the  original or duplicate stock ledger), 0r any of them, shall be open to
inspection  of  stockholders,   and  no  stockholder  shall  have  any  right of
inspection  of  any  account,  book  or  document  of this corporation except as
conferred by statute, unless  authorized by a resolution  of the stockholders or
directors;

By  resolution  on,  or  resolutions, passed by a majority of the whole bond, to
designate one or more committee  each committee to consist of two or more of the
directors  of the corporation!  which, to the extent provided in said resolution
or resolution or in the by-laws of the corporation shall have,  and may exercise
the powers of the Board of directors in  the  management of the business affairs
of the corporation, and may have power to authorize the seal of the  corporation
to be affixed to all papers which may require it. Such committee, or committees,
shall have such name, or names,   as  may   be  stated  in the  by-laws  of  the
corporation,  or as may  be determined  by  resolution  adopted  by the Board of
Directors;

Pursuant to  the affirmative vote of the stockholders, of at least i majority of
the stock issued and outstanding# having  voting  power given at a stockholders'
meeting duly that purpose, or when authorized by the written called for consent,
the holders of at least a majority of the voting  stock issued and  outstanding,
the Board of Directors shall havd1power and authority at any  meeting,  to  sell
lease or exchange all of the property and assets of this corporation,  including
its good  will and its  corporate franchise upon  such   terms   and  conditions
and its  Board  of  Directors expedient  and  for  the  best  interests  of  the
corporation's  this corporation may, in  its  by-laws  confer  powers  upon  its
directors  in  addition  to  the  foregoing,  and  in addition to the powers and
authorities expressly conferred upon them by statute.

        TENTH: Both  stockholders and directors shall have power, if the by-laws
so provide, to hold their meetings, and to have one or more of offices within or
without the State of  Nevada and to keep the books of this corporation  (subject
to the  requirements  of the Nevada  Revised  Statutes)  outside of the State of
Nevada at such  places as may from  time to time be  designated  by the Board of
Directors.

        ELEVENTH This  corporation reserves the right to amend# alter, change or
repeal any provision contained in these Articles of Incorporation  in the manner
now  or   hereafter   prescribed   by   statute   or   by    these  Articles  of
Incorporation,   and   all   rights  conferred  upon   stockholders  herein  are
granted subject to this reservation.

        THE UNDERSIGNED, being the sole incorporator herein before named for the
purpose of forming a  corporation  to do  business  both  within and without the
State of Nevada and in pursuance of the Corporation Laws of the State of  Nevada
being Chapter 177 of  the  Laws  of  1925,  and the acts amendatory  thereof and
supplemental  thereto, does make and file  this  certificate,  hereby  declaring
and certifying that the facts herein stated are true.

        IN WITNESS WHEREOF, I accordingly have hereunto set my
hand and seal this 20th day of  March, 1987.


STATE OF NEVADA
CARSON CITY


     On  this  20th  day of March, 1987, personally appeared before met a notary
public,  BONNIE  KORDONOWY,  who  acknowledged  to  me  that  she  executed  the
foregoing document.



                                             Notary Public



                      CERTIFICATE OF AMENDMENT OF ARTICLES
                               Of INCORPORATION Of
                                   402, INC.


     COMES  NOW,  the  Incorporator  of  402, INC.,  a  Nevada  corporation, and
pursuant to NRS 578.380, does herewith certify that she is the original and sole
incorporator of  the  corporation,  that  the  Articles  of Incorporation of the
corporation were filed with the Nevada Secretary of State on March 20, 1987, and
with the clerk of Carson City, Nevada on March 24 1987, that  no  stock has been
subscribed  for  or purchased, and no part of the capital of the corporation has
been paid; and that on March 24, 1987,  at the first meeting of the incorporator
of this corporation, she approved the filing of this certificate for the purpose
of changing  the  composition  of  the first board of directors named In Article
FIFTH, of the corporation as follows:

"FIFTH: The members of the governing board  shall be  known as directors and the
number thereof shall be not less  than  three  (3),  nor more than nine (9), the
exact number to be fixed by the by-laws of the corporation provide that when all
of the  shares of the corporation are owned beneficially and of record by either
one or two  stockholder  the  number  of  directors  may  be less than three but
not less than the number of stockholders.

The names and posi office addresses of the first Board, consisting  of  two  (2)
directors are as follows;

NAME                     POST OFFICE ADDRESS

LEIGH JEFFS              505 Burrard Street, Suite 2030
                         Vancouver, B.C. V7X1M6
                         Canada

HARRY BYDGNES            505 Burrard Street, Suite 2030
                         Vancouver, B.C. V7X1M6
                         Canada


        That  other  than  stated   herein,   all  of  the  other   Articles  of
Incorporation shall remain unchanged and be as filed heretofore.

DATED this 31st day of March, 1987.



                                             Bonnie Kordonowy,
                                             Sole Incorporator

STATE OF NEVADA
Carson City

     On this 31st day of 1987, personally appeared  before  me, a Notary Public,
BONNIE  KORDONOWY,  known to me to be the Sole  Incorporator  of 402, INC.,  who
acknowledged  to  me  that she  executed  the  foregoing  Amendment  as the Sole
Incorporator of said corporation.


                                             NOTARY PUBLIC


                      CERTIFICATE OF AMENDMENT OF ARTICLES
                               OF INCORPORATION OF
                                    402, INC.

     COMES  NOW,  the President and Secretary of 402, INC. a Nevada corporation,
and do hereby certify that following a vote on the 31st day of March,  1987, all
stockholders and directors of the said corporation have approved  the  filing of
this certificate for the purpose of changing the name of 402, INC.  One  hundred
percent (100%) of the stock entitled to vote did vote, and upon a canvas thereof
the  stockholders  authorized  the  following  amendment to Article FIRST of the
Articles of Incorporation  of 402, INC.,  changing the name of  the  corporation
as follows:

"FIRST: The name of the corporation shall be:
        CRYOPAX CORPORATION"

        That  other  than  stated   hereine  al'I  of  the  other   Articles  of
Incorporation shall remain unchanged and be as filed heretofore.

DATED this 23rd day of April 1987.

                                        LEIGH JEFF
                                        President

Attest:

HARRY BYDGNES, Secretary


CANADA

PROVINCE OF BRITISH COLUMBIA

     On this 23rd day of April, 1987, personally appeared  before  me, a  Notary
Public,  LEIGH JEFFS and HARRY BYDGNES known to me to  be   the   President  and
Secretary, respectively, of 402, INC., who acknowledged to me that they executed
the foregoing  Amendment on behalf of said corporation.

NOTARY PUBLIC