JOINT VENTURE AGREEMENT

                THIS AGREEMENT MADE AS THE 1ST DAY OF APRIL 1998


    Between    AMIN AND SONS CORPORATION "Amin"
               --------------------------------
               a Republic of the Philippines company with a place of business at
               Guiwan National Highway, Corner Aurora Village
               Zamboanga City, Philippines

    And        WULF INTERNATIONAL LTD. "Wulf"
               ------------------------------
               a United States of America company with a place of business at
               5200 Keller Springs Road, Suite 1131
               Dallas, Texas 75248 USA

 The above parties,  at times, are referred to herein singly as "Joint Venturer"
 or "Party," and collectively as "Joint Venturers" or "Parties."

                                WITNESSETH THAT:

    WHEREAS,  the  Parties  have  agreed  to form a Joint  Venture,  hereinafter
    referred to as the "Joint  Venture"  for the purpose of  participating  in a
    Socialized Housing Project for the Republic of the Philippines; and

    WHEREAS,  the  Parties  have  set  forth in this  Agreement  the  terms  and
    conditions   governing  their   relationship  as  Joint  Venturers  and  the
    organization and operation of the Joint Venture.

    IN CONSIDERATION OF the promises and mutual covenants and agreements  herein
    described, the Parties hereto agree as follows:

1.          SUPERSEDIING EFFECT

            1.1.    This  Agreement  supersedes  all  existing  oral or  written
                    agreements  between the Parties and  constitutes  the entire
                    agreement  between  the parties  with  respect to this Joint
                    Venture.

2.          CREATION AND OBJECTIVE OF JOINT VENTURE

            2.1.    In consideration of the efforts to be expended by each Party
                    for the mutual  benefit of the Parties,  the Parties  hereby
                    associate  themselves as Joint Venturers and hereby create a
                    Joint Venture for the purposes set forth below.

            2.2.    The name of the Joint Venture is "WARISAN GROUP JV."

            2.3.    The  objective  of  the Joint Venture is to build low income
                    housing and related  infra-structure  in accordance with the
                    Republic of the Philippines National Shelter Program, herein
                    referred to as the"Project."


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3.          OBLIGATIONS AND RIGHTS OF JOINT VENTURERS

            3.1.    Amin shall  secure   the   necessary   permits,   contracts,
                    guarantees, and approvals for each Project from all involved
                    Government  entities in the Republic of the  Philippines  on
                    behalf of the Warison Group JV.

            3.2.    Wulf shall  arrange for the required  financing on behalf of
                    the Warisan Group JV.

            3.3.    Upon completion of the finding the parties  hereto  shall be
                    reimbursed for all prior costs and expenses directly related
                    to the project  described herein subject to the submittal to
                    the Joint  Venture of an itemized  accounting  of such costs
                    and expenses.

            3.4.    With reference to future  obligations,  if  either  party is
                    required  to  perform  any   obligation   or  discharge  and
                    liability  that exceeds in scope or amount the proportion of
                    such liability or obligation  undertaken by such Party under
                    this Agreement,  such Party shall require the other Party to
                    contribute thereto in accordance with this Agreement.

4.          ACCEPTANCE OF PRIOR CONTRACTS

            4.1.    The  parties  to  this  Agreement  recognize  that  Wulf has
                    entered into agreements  with A.E.P.M.  Incorporated of Fort
                    Worth,  Texas, USA, for Project management services (Exhibit
                    "A" hereto attached); with FSB/Parker-Croston of Fort Worth,
                    Texas, USA, for Project  architectural  engineering services
                    (Exhibit "B" hereto  attached);  and with  Capital  Alliance
                    Corporation  of Dallas,  Texas,  USA, for Project  financing
                    (Exhibit "C" hereto  attached).  Wulf hereby  assigns all of
                    its  interest  in and to  these  agreements  to the  Warisan
                    Group,  and the Joint  Venture  shall  assume all rights and
                    obligations of these agreements.

5.          TERM OF JOINT VENTURE

            5.1.    The  term  of  the Joint Venture shall  commence  on 1 April
                    1998.

            5.2.    The  Joint  Venture shall continue for a minimum of ten (10)
                    years and until the Project is fully completed and,

                 5.2.1.  all  obligations  and liabilities  assumed by the joint
                         Venture pursuant  to  said Project have been  performed
                         or discharged, and

                 5.2.2.  all disputes, claims,  causes of  action,  obligations,
                         and liabilities  to third  parties  and  other  similar
                         matters arising out  of  or  in  connection  with  said
                         Project have been resolved or discharged, and

                 5.2.3.  the  joint  Venture has received payment in fill of all
                         sums due it under said Project, and

                 5.2.4.  the final  accounting and settlement provided for below
                         have been agreed to and completed.

6.          OFFICES OF THE JOINT VENTURE

            6.1.    The  principal  office  of  the  Joint  Venture  shall be in
                    Manila,  Republic  of the  Philippines,  in a facility to be
                    leased by the Joint Venture.

            6.2.    The Joint Venture may  establish  and  maintain  such  other
                    offices and  facilities  at such  locations as the Executive
                    Committee, defined below, may authorize.









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7.          INTEREST OF PARTIES

            7.1.    Amin and Sons Cornoration: Twenty Percent (20%).

            7.2.    WuIf International Ltd.: Eighty Percent (80%).

            7.3.    Each  Party  shall  assume  and  bear  the   obligations and
                    liabilities of the Joint Venture,  including any losses that
                    the Joint Venture may incur, in the same  percentages as set
                    forth above in Paragraphs 7.1 and 7.2.

8.          BANK ACCOUNTS

                 8.1.1.  All  funds  received  by  the  Joint  Venture  from its
                         finding source(s)   shall be deposited in an account to
                         be opened and maintained in  the  name of  the  WARISAN
                         GROUP  JV at an international  bank  agreeable  to  the
                         finding  source(s).  The transfer of any and all  funds
                         from  this account  shall require the unanimous consent
                         of  the  Executive  Committee  and all other parties of
                         interest.

                 8.1.2.  A "working capital"  bank account shall be  opened  and
                         maintained  in a bank  located in Manila,  Philippines.
                         The  signatures  of  two  members  of   the   Executive
                         Committee,  one  of  whom shall  be the Program manager
                         defined  hereafter,  shall be  required  for all checks
                         and  drafts  drawn  and  all  other  transactions  with
                         respect to this account.

                 8.1.3.  Operating accounts  may be opened and maintained by the
                         Joint  Venture  with  such  other  banks  as   may   be
                         authorized  by  the  Executive  Committee   with   such
                         signatories as the Executive Committee shall determine.
                         Such accounts  shall  be funded  from time to time from
                         the account  referenced  in Paragraph 8.1.2 above

                 8.1.4.  Neither  Party to  this  Joint Venture may borrow money
                         upon, or  otherwise pledge or commit, the credit of the
                         other Party without prior and express  written  consent
                         of  the  other  Party  except  by  action  taken by the
                         Executive Committee within the limits  of its authority
                         as defined herein.

9.          EXECUTIVE COMMITTEE

            9.1.    The  operations  of  the  Joint Venture shall be carried Out
                    under the general  management and direction of the EXECUTIVE
                    COMMITTEE,   consisting  of  Five  (5)  members,   two  each
                    nominated by and  designated in writing by each party hereto
                    to represent  respectively,  Amin and Sons Corporation,  and
                    WuIf  International  Ltd,  and the  fifth  member  being the
                    Program Manager to be designated by A.E.P.M.  If a member of
                    the Executive  Committee fails to or is unable to serve, the
                    party or parties  designating  said member  shall  designate
                    another member within five (5) days after notification.

            9.2.    Excepting the Program  Manager, each member of the Executive
                    Committee shall have fill power and authority to act for the
                    Party by whom said  member was  designated,  in all  matters
                    relating to the management and operation of the business and
                    affairs  of the  joint  Venture.  Any  action  taken  by the
                    Executive  Committee,  within the authority  herein  granted
                    shall be binding and conclusive upon both Parties.







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            9.3.    The Executive  Committee  shall  meet once every month or at
                    other  agreed to  intervals  to review the  progress  of the
                    Project and to take any action  required  on matters  within
                    its  authority.  Special  meetings  may be  called by either
                    Party or by the  Program  Manager  with a minimum of fifteen
                    (15)  days  notice.  Meetings  shall  be held at a  mutually
                    agreed  location.  The reasonable  and necessary  travel and
                    living  expenses  incurred by the  members of the  Executive
                    Committee in connection  with such meetings shall be charged
                    to and paid by the Joint  Venture.  All five  members of the
                    Executive  Committee  must be  present  at all  meetings  or
                    represented by designated alternates in order to conduct any
                    business  brought  before  the  Executive   Committee.   All
                    resolutions  and decisions  made and  resolutions  passed at
                    said meetings shall become effective only by unanimous vote.
                    Minutes shall be kept of all meetings, recording all actions
                    taken, and said minutes shall be signed by all members. From
                    time to time  meetings mav be held by  conference  telephone
                    followed  by  distribution  in  writing  to all  members  of
                    actions to be taken or by written  proposals  distributed to
                    each member.  In each and every case, all members must agree
                    in writing to the actions to be taken.

            9.4.    Each  party  shall  designate  its  representatives  on  the
                    Executive  Committee by notice in writing to the other Party
                    on or before 10 April 1998.  Each party may  thereafter,  at
                    any time,  change such designations by written notice to the
                    other Party. Any change of representative shall be effective
                    upon  receipt  of said  notice by the party so  notified.  A
                    member of the Executive Committee  representing either Party
                    may at any time,  by  written  notice  to the  other  Party,
                    designate an alternate to attend and act in his or her place
                    at any and all meetings of the Executive Committee. Any vote
                    by such  alternate at any meeting shall have the same effect
                    as made by the originally  designated member.  9.5. Amin and
                    WuIf shall designate the "key  management  personnel" of the
                    Joint  Venture  including  a  GENERAL  MANAGER  who shall be
                    responsible for the day to day administrative  management of
                    the Joint Venture.

To.         PROGRAM MANAGER

            10.1.   The Program Manager shall be  A.E.P.M.  Incorporated  to  be
                    represented by their designated officer.

            10.2.   The Program  Manager shall have the authority to conduct the
                    day to day  business  and affairs of the Warisan JV Project,
                    subject to the  limitations  set forth in this Agreement and
                    any other  future  limitations  that may be  imposed  by the
                    Executive   Committee.   The   Program   Manager   shall  be
                    responsible  for the  selection and  supervision  of Project
                    contractors,  and  the  selection  and  supervision  of  all
                    Project employees.

            10.3.   The  Program  Manager  shall  not  do  or  cause  any of the
                    following  without the  express and written  approval of the
                    Executive Committee:

                 10.3.1. sell, exchange, encumber, lease, abandon, or  otherwise
                         dispose  of  any asset or other  property  of the Joint
                         Venture.

                 10.3.2. borrow any money for, or  against  the  credit  of  the
                         Joint Venture.







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                 10.3.3. obligate  the  Joint  Venture  to  any third panty as a
                         surety,  guarantor,  accommodation  party,  or  similar
                         undertaking.

                 10.3.4. enter  into  any contract including modification or any
                         extension   of any contract,  or make any commitment to
                         any  third party  for or on behalf of the Joint Venture
                         without express permission of the Executive  Committee.

                 10.3.5. make or  authorize  any  distribution  of Joint Venture
                         profits,  assets, or  any  repayment of working capital
                         advances to any Party.

            10.4.   Alternate Program Manager and Replacement Program Manager

                 10.4.1. The  Executive  Committee may  appoint a Deputy Program
                         Manager  who  would  serve  in the  capacity of Program
                         Manager  in  the  event the  Program  Manager  fails to
                         serve or is unable to serve.

                 10.4.2. The Program Manager may be removed by unanimous vote of
                         the   representatives   of   the   Executive  Committee
                         designated  by  the  parties  to  this  Agreement.  Any
                         employment  contracts  negotiated  with    the  Program
                         Manager shall contain the foregoing removal clause.

11.         JOINT VENTURE ORGANIZATION AND OPERATIONS

            11.1.   The Joint Venture shall be filly  staffed  to carry  out the
                    business and affairs of the Joint Venture 11.2. From time to
                    time the  staffing  requirements  shall be  reviewed  by the
                    Executive Committee. 11.3. The Parties to this Agreement may
                    assign    qualified    personnel   from   their   respective
                    corporations  to fill key management  positions on the staff
                    of the Joint  Venture  with the  approval  of the  Executive
                    Committee.

            11.4.   All Joint  venture employee costs including but not  limited
                    to salaries,  benefits, travel, living, and lodging expenses
                    with the  exception  of travel  expense  advance  as limited
                    above, shall be approved by the Fxecuti\'e Committee.

12.      DISTRIBUTION OF PROJECTS

            12.1.   Distribution of any and  all  profits  earned  by the  Joint
                    Venture  shall  be made  from  time  to time to the  parties
                    hereto in the proportions specified above in Paragraph 7 and
                    in such amounts as the Executive  Committee shall determine,
                    provided  that  no  distribution  shall  be made  until  all
                    advances of working  capital  (Section 3.3) have been repaid
                    to the Parties hereto by the Joint Venture.

            12.2.   Distribution of profits  shall be made only  after all other
                    current  obligations  of the  joint  Venture  have been paid
                    including  but not  limited  to short and long term debt and
                    interest payments and costs of operations.

13.         WORK PROGRAMS AND BUDGETS

           13.1.    The budget shall consist of two  parts,  (1) the  Management
                    Program and Budget, and (2) the Project Program and Budget.

                 13.1.1. The   Management  Program   and  Budget  for  the  next
                         calendar year shall  be prepared by the General Manager
                         and submitted on or before 1 September of each year  to
                         the  Executive Committee for approval. The Budget shall
                         include   annual  cost  estimates  for  the  day-to-day
                         administration of the Joint Venture  and  the  cost  of
                         carrying  out  the  management   instructions  of   the
                         Executive  Committee.  The  Executive  Committee  shall
                         review)  discuss, and  modify if necessary the proposed
                         Management Program and Budget and corresponding payment
                         schedule and approve in writing a final form prior to 1
                         October of each  year, however,  a revision or addition
                         to the approved  Management Program  and Budget  may be
                         made  at any time  throughout  the  operating  year  by
                         unanimous   consent  of  the  Executive Committee.

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                 13.1.2. The Executive  Committee shall approve an Authorization
                         For Expenditure  ("AFE") for each phase  of the Project
                         after careful review,  discussion,  and modification if
                         necessary within  thirty  (30)days after receipt of the
                         report from the Program Manager.Subsequent revisions to
                         the AFE may be made  at any  time during  the course of
                         the  Project  by  unanimous  consent  of  the Executive
                         Committee.

14.         ACCOUNTING AND RECORDS

            14.1.   Books of accounts and supporting records shall be maintained
                    by the joint Venture in accordance  with generally  accepted
                    accounting  practices  and may be  examined  at any  time by
                    either Party.

            14.2.   Financial statements including a balance sheet and statement
                    of profit and loss shall be prepared  monthly in such detail
                    as may be required bv the Executive  Committee and submitted
                    to each Party.

15.         ARBITRATION

            15.1.   Any dispute) controversy or claim arising out of or relating
                    to this Joint Venture Agreement, or the breach,  termination
                    or  invalidity   thereof,   shall  be  finally   settled  by
                    arbitration   administered   by  the   Philippines   Dispute
                    Resolution  Center,  Inc. (PDRCI) in accordance with its own
                    International  Commercial Arbitration Rules as at present in
                    force.

            15.2.   It shall be understood and  agreed  that the  Joint  Venture
                    Agreement  shall  be  governed  by  and  interpreted   under
                    Philippines laws.

            15.3.   The number  of  arbitrators  shall be three (3).  Each Party
                    shall  appoint  one  arbitrator.  The two  arbitrators  thus
                    appointed shall choose the third  arbitrator who will act as
                    the presiding arbitrator of the tribunal.

            15.4.   The place of arbitration shall be in Manila, Philippines.

            15.5.   The language to be used in the arbitral proceedings shall be
                    English.  The  parties  may be  represented  or  assisted by
                    persons of their  choice in the  arbitral  proceedings.  The
                    names and addresses of such persons must be  communicated in
                    writing to the other Party; such  communication must specify
                    whether  the  appointment  is  being  made for  purposes  of
                    representation or assistance.












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16.         NOTICES AND CORRESPONDENCE

            16.1.   All notices and correspondence concerning this Joint Venture
                    shall be sent to the respective Parties as follows:

                       AMIN AND SONS CORPORATION
                       -------------------------
                       Guiwan National Highway, Corner Aurora Village
                       Zamboanga City, Philippines
                       Attn:Guemar M. Amin, President
                       Tel 63-62-993-2811
                       Fax 63-62-991-7094

                       WULF INTERNATIONAL LTD.
                       -----------------------
                       Keller Springs Road, Suite 1 31
                       Dallas, Texas 75248 USA
                       Attn:  George Wulf, Chairman & CEO
                       Tel 972-233-0966
                       Fax 972-233-0967



TN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as
of this 1st day of April, 1998.

AMIN AND SONS CORPORATION



By:  /s/ Dr. Rosalinda Amin,
    ------------------------------------
    Dr. Rosalinda Amin, Chairman and CEO




WULF INTERNATIONAL LTD.



By:  /s/ Dr. George Wulf, Chairman and CEO
    --------------------------------------
         Dr. George Wulf, Chairman and CEO














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